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ITE — Annual Report 2024
May 27, 2025
52248_rns_2025-05-27_afb305ae-7f7c-42ff-a931-9c07b2ce0f24.pdf
Annual Report
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Stock No.: 3014
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2024 Annual Report
Prepared by ITE Tech. Inc. Published on Apr. 21, 2025 This annual report is available at https://mops.twse.com.tw https://www.ite.com.tw
- Spokesperson
Name: SJ Lin Title: Project Director Tel No.: (02) 2912-6889 ext.2388 E-mail: [email protected]
Acting Spokesperson Name: P.Y. Chang Title: Senior Vice General Manager Tel No.: (02) 2912-6889 ext.6066 E-mail: [email protected]
- Address and telephone number of the company's headquarters, branch offices, and factories
Headquarters
Address: 3F, No. 13, Chuangsin 1st Rd., Hsinchu Science Park
Tel No.: (03) 579-8658
Hsinchu Chuangsin Office Address: No. 9, Chuangsin 1st Rd., Hsinchu Science Park Tel No.: (03) 579-8658
Taipei Office
Address: 9F, No. 233-2, Baoqiao Rd., Xindian District, New Taipei City Tel No.: (02) 2912-6889
- Stock Transfer Agent
Horizon Securities Co., Ltd.
Address: 3F, No. 236, Sec. 4, Xinyi Rd., Taipei City Tel No.: (02) 7719-8899 Website: https://honsec.com.tw
- Names of the CPAs for the most recent year
Name of Office: Ernst & Young
Names of CPAs: Shen Chieh Hu, Hsin Min Hsu
Address: 9F, No. 333, Sec. 1, Keelung Rd., Taipei City Tel No.: (02) 2757-8888 Website: https://www.ey.com/en_tw
-
Overseas securities Dealers and methods to inquire about Overseas securities: Not applicable
-
Company Website: https://www.ite.com.tw
Contents
I. LETTER TO THE SHAREHOLDERS .............................................................................. 1 II. CORPORATE GOVERNANCE REPORT ...................................................................... 3 1. Information on the Company's directors, supervisors, president, vice president, assistant presidents, and the heads of all the company's divisions and branch units ..... 3 2. Remuneration paid to general directors, independent directors, supervisors, president and vice presidents ......................................................................................................... 9 3. Implementation of Corporate Governance ................................................................... 15 4. Disclosure of the CPAs’ fee ......................................................................................... 46 5. Changes of CPA ........................................................................................................... 46 6. Where the company's chairman, president, or any manager in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its certified public accountant or at an affiliated enterprise of such accounting firm, the name and position of the person, and the period during which the position was held, shall be disclosed. ......................................................................................................... 46 7. In the most recent year to the date this report was printed, directors, supervisors, managerial officers and the shareholders holding more than 10% of the shares in the transfer of shares and pledge of shares under lien, and any change thereof. ............... 46 8. Information on shareholders among the top 10 by shareholding ratio who are related parties to one another or spouse, kindred within the 2nd degree of kinship ................ 48 9. Quantity of shareholdings of the same investee by the Company and Directors, Supervisors, Managerial Officers, and direct or indirect subsidiaries in proportion to the combined holdings of all, and combined to calculate the proportion of overall shareholding. ................................................................................................................ 48 III. CAPITAL OVERVIEW.................................................................................................. 49 1. The Company's capital and shares ................................................................................. 49 2. Status of corporate bond ................................................................................................ 52 3. Status of preferred stocks ............................................................................................... 52 4. Status of overseas depository receipt ............................................................................. 52 5. Status of employee stock options ................................................................................... 52 6. Status of employee restricted share undertaking ........................................................... 53 7. Status of issuance of new shares due to merger and acquisition or acceptance of shares transferred by other companies .................................................................................... 55
- Implementation status of the financing plan .................................................................. 55 IV. OPERATION PROFILE ................................................................................................ 56 1. Business Contents .......................................................................................................... 56 2. Market, production and sales overview ......................................................................... 60 3. Information on employees as of the annual report printing date for the most recent 2 years…. ......................................................................................................................... 66 4. Information on environmental protection expenditures ................................................. 66 5. Labor-management relations ......................................................................................... 66 6. Information security management ................................................................................. 67 7. Important contract .......................................................................................................... 70 V. REVIEW AND ANALYSIS OF FINANCIAL STATUS, FINANCIAL PERFORMANCE, AND RISKS ................................................................................. 71 1. Financial status ............................................................................................................. 71 2. Financial performance .................................................................................................. 72 3. Cash flow ...................................................................................................................... 73 4. Impacts of major capital expenditures on finance and business in the most recent year….. ......................................................................................................................... 73 5. The annual report shall describe the company's investment policy for the most recent fiscal year, the main reasons for the profits/losses generated thereby, the plan for improving investment profitability, and investment plans for the coming year. .......... 73 6. Risk management analysis and assessment .................................................................. 74 7. Other important matters ................................................................................................ 76 VI. SPECIAL DISCLOSURE ............................................................................................... 77 1. Information Regarding the Company’s Affiliated Enterprises ...................................... 77 2. Status of private placement of securities ....................................................................... 78 3. Acquisition or disposal of The Company’s shares by subsidiaries................................ 78 4. Other necessary supplementary notes ............................................................................ 78 5. Event regulated in Article 36-3-2 of the Securities and Exchange Act that will materially affect shareholder’s equity or the share price .............................................. 78
I. Letter to the shareholders
Dear shareholders,
The global economy in 2024 has been weak, with political factors notably disrupting economic activities. First, the U.S. presidential election at the end of the year has created concerns about policy uncertainty, leading to a slowdown in economic activity. Despite interest rate cuts in the third quarter, the impact on stimulating the economy has not been significant. Additionally, geopolitical conflicts, including the ongoing Russia-Ukraine war since 2022, and the outbreak of the Middle East conflict involving Israel in 2024, have further affected the global situation. In terms of China's economy, it faces numerous challenges due to the U.S.-China trade friction, which has led to a shift in manufacturing and a slowdown in economic activities. Despite the Chinese government's stimulus measures in the second half of the year, the economic recovery remains difficult.
The global electronics industry continues to show weak demand. While there has been a slight recovery in mobile phones, demand remains far below pre-pandemic levels. Fortunately, the demand for computers, after experiencing significant fluctuations during the pandemic, has returned to pre-pandemic levels, with global PC growth around 3% in 2024. ITE's overall performance in 2024 closely resembles that of 2023, with modest growth across various indicators. Thanks to its competitive products, ITE has earned strong support from customers and is expected to deliver solid results for the year
1. Operating outcome in 2024
ITE's earnings per share (EPS) for 2024 was NT$10.10. The operating performance is as follows,
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(1) The annual revenue was NT$66.32 billion, increasing by 5.67% compared to the previous year.
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(2) The annual gross profit margin was 55.62%, an increase of 1.96% from the previous year.
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(3) The annual net profit after tax was NT$16.26 billion, growing by 2.44% compared to the previous year.
2. Overview of Annual Business Plan for 2025
Based on Microsoft's specifications for AI PCs, only Qualcomm’s ARM CPU met the required standards last year. This year, Intel and AMD will launch new highly anticipated CPUs, and MediaTek will collaborate with NVidia to offer AI PC solutions. Furthermore, Microsoft will stop updating Windows 10 and will launch Windows 12, which will feature AI capabilities. The PC market is expected to experience a boom this year. However, the growing pressure on price reduction from competition within the industry continues to build up, presenting a significant challenge for ITE.
- 1 -
Product Development
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(1) P C/NB-related ICs: In addition to keeping up with the evolution of mainstream CPU technologies, we will also monitor ARM’s development and steadily advance according to the demands of brand manufacturers and ODM/OEMs, providing fast and precise products and technologies.
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(2) High-speed Interface ICs : To meet the growing demand for multimedia data traffic, we will continue to develop advanced high-speed interface technologies and products to ensure they meet the specifications of next-generation mobile devices and consumer electronics.
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(3) HMI (Human-Machine Interface) ICs : As human-machine interfaces in home appliances, automotive, and industrial applications gradually shift towards digital color display control, we will develop corresponding integrated hardware and software to improve the overall performance of HMI systems.
3. The Company’s future development strategies
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(1) Continue developing key technologies and introducing new manufacturing processes to strengthen technology strategy and further reduce costs.
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(2) Actively explore innovative applications and design new products with customization, high value, and growth potential.
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(3) Proactively seek strategic customer collaborations, strengthen marketing for branded customers, and use pragmatic business models to gain a competitive edge in the market.
4. Impact of External Competitive, Regulatory, and Macro Business Environments
The U.S.-China confrontation remains the biggest uncertainty. With Trump returning to power in the White House, we expect more unconventional economic measures that may have significant impacts on the global market. In response to U.S. sanctions, China will accelerate its push for domestic production, squeezing out foreign businesses and protecting local companies. These policies will lead to significant changes in taxation, energy, and defense sectors, which will affect Taiwan, a country with substantial trade relations with both sides. This will be a challenge that Taiwanese companies must face and address.
ITE remains committed to sustainable development, actively promoting ESG (Environmental, Social, and Governance) initiatives and aligning with international standards to fulfill its corporate social responsibilities. We are advancing sustainability policies in multiple areas such as corporate governance, environmental protection, technological innovation, and social responsibility, strengthening operational resilience, and creating long-term economic value. At the same time, ITE is dedicated to making a positive impact on the environment, economy, and society, aiming for mutually beneficial development and achieving a win-win outcome for both the company and society.
In conclusion, despite the volatile global political situation and intense market competition, all of us at ITE remain confident in overcoming the challenges and impacts brought about by the current macroeconomic environment and industry conditions.
Chairman : Vincent Hu
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II. Corporate Governance Report
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Information on the Company's directors, supervisors, president, vice president, assistant presidents, and the heads of all the company's divisions and branch units
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(1) Related information on directors
A. Information on directors
Mar. 28, 2025 Unit: share(s); %
| Title | Nationality or place of registration |
Name | Gender & Age |
Date on which current position was assumed |
Term of contract |
Commence ment date of the first term |
Shares held at the time of election |
Shares held at the time of election |
Number of shares currently held |
Number of shares currently held |
Number of shares currently held by their spouses, children of minor age |
Number of shares currently held by their spouses, children of minor age |
Shares held through nominees |
Shares held through nominees |
Principal work experience and academic qualifications |
Position(s) held concurrently in the company and/or in any other company |
Heads, directors or supervisors with a spouse or relatives within the second degree of kinship |
Heads, directors or supervisors with a spouse or relatives within the second degree of kinship |
Heads, directors or supervisors with a spouse or relatives within the second degree of kinship |
Remark |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| shares | % | shares | % | shares | % | shares | % | Title | Name | Relation | ||||||||||
| Chairman | R.O.C. | Vincent Hu | Male (61~70) |
June 16, 2023 |
3 years | June 15, 2000 |
1,985,361 | 1.23 | 1,780,361 | 1.07 | -- | -- | -- | -- | Master of Electronics Engineering, National Chiao Tung University, Division Manager of Computer Products Division, UMC, President and Chairman of ITE Tech. Inc. |
CTO of this Company Director of RDC Semiconductor Co., Ltd. Independent Director of U-MEDIA Communications Inc. Chairman of Darjiun Venture Corporation |
-- | -- | -- | |
| Director | R.O.C. | UMC | -- | June 16, 2023 |
3 years | Dec. 18, 1997 |
13,959,978 | 8.66 | 13,959,978 | 8.40 | -- | -- | -- | -- | -- | -- | -- | -- | -- | |
| Representative | R.O.C. | Bellona Chen, | Female (51~60) |
June 16, 2023 |
3 years | June 13, 2008 |
37,949 | 0.02 | 37,949 | 0.02 | -- | -- | -- | -- | MBA of Columbia Business School, USA |
Executive Director of Finance Division of UMC, Supervisor of UMC Capital |
-- | -- | -- | |
| Director | R.O.C. | H.Y. Lin | Male (61~70) |
June 16, 2023 |
3 years | June 12, 2006 |
513,699 | 0.32 | 303,699 | 0.18 | 56 | 0 | -- | -- | EMBA of National Chiao Tung University, President of SMedia Technology Corporation President of ITE |
-- | -- | -- | ||
| Independent Director |
R.O.C. | Yi Tsung Huang |
Male (61~70) |
June 16, 2023 |
3 years | June 14, 2017 |
-- | -- | -- | -- | -- | -- | -- | -- | Bachelor, Department of Accounting, Tamkang University, Senior Executive Officer of Domestic listing Department, TWSE , Vice President of Power Quotient International Co.,Ltd. |
Director of PixArt Imaging Inc. Independent Director of eCloudvalley Digital Technology Co., Ltd., Independent Director of Aethertek technology co., Ltd. |
-- | -- | -- | |
| Independent Director |
R.O.C. | Steven Hsu | Male (61~70) |
June 16, 2023 |
3 years | June 14, 2017 |
-- | -- | -- | -- | -- | -- | -- | -- | Bachelor, Department of Electrical Engineering, National Cheng Kung University, President and Director of Atrie TechnologyInc. |
Independent Director of U-MEDIA Communications Inc. |
-- | -- | -- | |
| Independent Director |
R.O.C. | Robert Chen | Male (61~70) |
June 16, 2023 |
3 years | June 15, 2020 |
-- | -- | -- | -- | -- | -- | -- | -- | Master, Institute of Electronics Engineering, National Chiao Tung University |
Director and Vice President of Weida Hi-Tech Co., Ltd. Director of Fu-Cheng Investment co., Ltd. |
-- | -- | -- | |
| Independent Director |
R.O.C. | Fantine Lee | Female (41~50) |
June 16, 2023 |
3 years | June 16, 2023 |
-- | -- | -- | -- | -- | -- | -- | -- | Master, Institute of Electronics Engineering, National Taiwan University, Vice President of Song Quan Company Limited, Investment Manager of Advantech Co.,Ltd |
Senior Director of IiteOn Technology Corp, Director of Drahonjct Corp |
-- | -- | -- |
- 3 -
Major Shareholders of Juristic Person Shareholders
Juristic Person Shareholder Major Shareholders of Juristic Person Shareholders Name JPMorgan Chase Bank, N.A. acting in its capacity as depositary and representative to the holders of ADRs (4.85%), Hsun Chieh Investment Co., Ltd. (3.52%), Capital TIP Customized Taiwan Select High Dividend UMC Exchange Traded Fund (2.48%), Silicon Integrated Systems Corp. (2.13%), Taiwan Life Insurance Co, Ltd (Number of shares held on (1.76%), Yann Yuan Investment Co., Ltd. (1.54%), China Life Insurance Co, Ltd.(1.54%), New Labor Apr. 01, 2024) Pension Fund (1.47%), Citibank Taiwan in custody for Government of Singapore (1.21%),Yuanta/P-shares Taiwan Dividend Plus ET(1.15%)
The major shareholders of the major shareholders that are juridical persons
| Name ofjuristic person | Majorshareholderofjuristic person |
|---|---|
| Hsun Chieh Investment Co., Ltd. |
Shieh Yong Investment Co., Ltd. (63.48%), UMC(36.49%) |
| Fubon Life Insurance Company,Ltd. |
Fubon Financial Holding Co., Ltd.(100%) |
| Silicon Integrated Systems Corp. (Number of shares held on Jul. 15, 2023) |
UMC (19.01%), Hsun Chieh Investment Co., Ltd.(4.80%), Long-Xiong Ye (1.47%),Vanguard Emerging Markets Stock Index Fund a series of Vanguard International Equity Index Funds (1.23%)Liu, Hsing- sen(1.18%), JPMorgan Chase Bank N.A., Taipei Branch in custody for Vanguard Total International Stock Index Fund, a series of Vanguard Star Funds (1.16%), Chase Custodian Advanced Trust Equity Index II Investment Account(0.53%) ,Cong-Ming Zhuang (0.49%) , Gao-Huang Lin(0.36%), The HSBC Bank (Taiwan) Limited serves as the custodian for the Vanguard FTSE All-World ex-US Small-Cap Index Fund, amemberofthe VanguardInternationalStock Index Fund Series(0.31%) |
| Taiwan Life Insurance Co, Ltd. |
CTBC Financial Holding Co., Ltd.(100%) |
| Yann Yuan Investment Co., Ltd. |
Hsi Pin Investment Co., Ltd.(27.94%), UMC (26.77%), Unimicron Technology Corp.(11.64%), King Yuan Electronics Co., Ltd.(14.55%), Coretronic Corporation (11.06%),Sigurd Microelectronics Corporation(5.70%), HsunChieh Investment Co.,Ltd.(2.32%) |
| China Life Insurance Co,Ltd . | China Development Financial HoldingCorporation.(100%) |
- 4 -
B. Disclosure of Professional Qualifications of Directors and Independence of Independent Directors
Mar. 30, 2024
| Mar.30,2024 | |||
|---|---|---|---|
| Conditions Name |
Professional qualification and experience |
Status of independence | Number of public companies where the person holds the title as independent director |
| Vincent Hu | Principal academic qualification: Master of Electronics Engineering, National Chiao Tung University Principal work experience: Division Manager of Computer Products Division, UMC, President and Chairman of ITE Tech. Inc. |
Not applicable | 1 |
| UMC, Representative: Bellona Chen |
Principal academic qualification :MBA of Columbia Business School, USA Principal work experience: Executive Director of Finance Division of UMC |
0 | |
| H.Y. Lin | Principal academic qualification: EMBA of National Chiao Tung University Principal work experience: President of SMedia TechnologyCorporation,President of ITE |
0 | |
| Robert Chen (Independent Director) |
Principal academic qualification: Master, Institute of Electronics Engineering, National Chiao Tung University Principal work experience: Vice President of Weida Hi-Tech Co., Ltd. Not aperson to whom anyconditions defined in Article 30 of the CompanyAct apply. |
The independent directors of the Company are all in compliance with the provisions of article 3,paragraph 1, subparagraphs 1 to 8 of "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies". The independent directors did not provide business, legal, financial, accounting and other services to the Company |
0 |
| Steven Hsu (Independent Director) |
Principal academic qualification: Bachelor, Department of Electrical Engineering, National Cheng Kung University Principal work experience: President and Director of Atrie Technology Inc. Not aperson to whom anyconditions defined in Article 30 of the CompanyAct apply. |
1 |
|
| Yi Tsung Huang (Independent Director) |
Principal academic qualification: Bachelor, Department of Accounting, Tamkang University Principal work experience: Senior Executive officer of Domestic listing Department, TWSE Vice President of Power Quotient International Co., Ltd. Not aperson to whom anyconditions defined in Article 30 of the CompanyAct apply. |
2 |
|
| Fantine Lee (Independent Director) |
Principal academic qualification: Master, Institute of Electronics Engineering, National Taiwan University, Principal work experience: Vice President of Song Quan Company Limited, Senior Director of IiteOn Technology Corp, Not aperson to whom anyconditions defined in Article 30 of the CompanyAct apply. |
0 |
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C. Diversity information of directors
Diversity of the Board of Directors
In order to reinforce corporate governance and promote sound development of board composition and structure, the nomination of candidates for directors of the Company shall be adopted the candidate nomination system in accordance with the provisions of the Company's Articles of Incorporation. Each candidate’s professional background, gender, age, work experience, independence, and others are evaluated and considered. The nominated director should possess the capabilities such as Business judgment ability, Accounting and financial analysis ability, Management ability, Crisis handling ability, Industry knowledge, Global market perspectives, Leadership, and Decision-making ability.
For implementing the diversity of the board of directors, the company has, based on its operational patterns and developmental needs, formulated diversification management objective as follows: (1)Adequate and diverse professional knowledge and skills, (2)At least 3 seats of independent directors, (3)The independent directors shall not hold office for more than 3 terms, (4)At least two of the directors have financial, accounting or legal background, (5)The target ratio of female director is 25% or more.
The current Board of Directors of the Company consists of seven directors. The specific management objectives of the board diversity policy and their achievement status are as follows:
| follows: | |
|---|---|
| Diversitymanagement objectives | Achievement status |
| Adequate and diverse professional knowledge and skills | Done |
| Atleast 3 seats of independent directors | Done |
| Theindependent directors shall nothold officefor more than3 terms. | Done |
| Atleast two ofthe directorshavefinancial, accounting or legalbackground | Done |
| The target ratio of female director is 25% or more | Done |
The implementation status of the board diversity policy is as follows:
| Core goals for diversification Name of director |
Nationality |
Gender | Employee | Age | Terms of contract |
Operational management & business judgment |
Accounting & Finance |
Crisis Handling |
Industry Knowledge |
Global market perspective |
Leadership |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Vincent Hu | R.O.C | Male | V | 61-70 | 9 | V | V | V | V | V | |
| Representative of UMC: Bellona Chen |
R.O.C | Female | 51-60 | 10 | V | V | V | V | V | V | |
| H.Y. Lin | R.O.C | Male | V | 61-70 | 7 | V | V | V | V | V | |
| Steven Hsu | R.O.C | Male | 61-70 | 3 | V | V | V | V | V | ||
| Yi TsungHuang | R.O.C | Male | 61-70 | 3 | V | V | V | V | V | V | |
| Robert Chen | R.O.C | Male | 61-70 | 2 | V | V | V | V | V | ||
| Fantine Lee | R.O.C | Female | 41-50 | 1 | V | V | V | V | V |
Independence of the Board of Directors
The Board of Directors of the Company consists of 7 directors, of which 4 are independent directors. As of 2024.12.31, in addition, all of independent directors comply with the regulations of the Securities and Futures Bureau and none of the circumstances prescribed in paragraph 3 and paragraph 4, Article 26-3 of the Securities Exchange Act exist among the directors and independent directors. The Board of Directors of the Company is independent (Please refer to page 5 of this Annual Report-Disclosure of information on professional qualifications of directors and independence of independent directors). The Experience (Education), Gender and Work Experience, please refer to page 3 of this Annual Report-Information of directors.
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(2) Information on the Company's president, vice president, assistant presidents, and the heads of all the company's divisions and branch units
Mar. 28, 2025 Unit: share(s); %
| Mar. 28, | Mar. 28, | Mar. 28, | Mar. 28, | Mar. 28, | Mar. 28, | Mar. 28, | Mar. 28, | Mar. 28, | Mar. 28, | Mar. 28, | Mar. 28, | Mar. 28, | 2025 Unit: share(s);% | 2025 Unit: share(s);% | 2025 Unit: share(s);% | 2025 Unit: share(s);% | 2025 Unit: share(s);% |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Nationality | Name | Gender | Date on which current position was assumed |
Shares held |
Number of shares currently held by their spouses, children of minor age |
Shares no |
held through minees |
Principal work experience and academic qualifications |
Position(s) held concurrently in other company |
Manager with a spouse or relatives within the second degree of kinship |
Remark |
|||||
| shares | % | shares | % | shares | % | Title | Name | Relation | |||||||||
| President | R.O.C. | Mason Tung | Male | Jane 1,2025 | 185,679 | 0.11 | 11,024 | 0.00 | Bachelor, Department of Electrical Engineering, Chung Yuan Christian University, General Manager of ITE Tech. Inc. |
Director of ITE Tech. (Shenzhen) Inc., |
-- | -- | -- | ||||
| CTO | R.O.C. | Vincent Hu | Male | Jan. 1, 2007 | 1,780,361 | 1.07 | -- | -- | -- | -- | Master of Electronics Engineering, National Chiao Tung University, Division Manager of Computer Products Division, UMC, President and Chairman of ITE Tech. Inc. |
Director of RDC Semiconductor Co., Ltd. Independent Director of U- MEDIA Communications Inc. |
-- | -- | -- | ||
| General Manager |
R.O.C. | Joseph Huang | Male | Jan. 1, 2015 | 870,829 | 0.52 | -- | -- | -- | -- | Master, Institute of Electrical Engineering, National Cheng Kung University, Vice General Manager of ITE Tech. Inc. |
None | -- | -- | -- | ||
| General Manager |
R.O.C. | Ke Ming Lin, | Male | Nov 1,2024 | 80,000 | 0.04 | Master, Institute of Electrical Engineering, National Cheng Kung University, Vice General Manager of ITE Tech. Inc |
None | -- | -- | -- | ||||||
| Senior Vice General Manager |
R.O.C. | P.Y. Chang | Male | July 16, 2024 | 129,803 | 0.07 | -- | -- | -- | -- | Bachelor, Department of Electronic and Computer Engineering, National Taiwan Institute of Technology, Director, Marketing and Main Business Unit of ITE Tech. Inc. Vice General Manager of ITE Tech. Inc. |
None | -- | -- | -- | ||
| Vice General Manager |
R.O.C. | Chien Chung Hsiao | Male | Dec. 31, 2008 | 213,081 | 0.12 | 174,542 | 0.10 | -- | -- | Master, Institute of Communications Engineering, National Chiao Tung University, Vice General Manager of SMedia TechnologyCorporation |
None | -- | -- | -- | ||
| Vice General Manager |
R.O.C. | Jason Tsai | Male | Jan. 1, 2011 | 254,076 | 0.15 | -- | -- | -- | -- | Bachelor, Department of Electrical Engineering of National Central University, Director, Strategic Marketing Department, Third Business Unit of ITE Tech. Inc. |
None | -- | -- | -- | ||
| Vice General Manager |
R.O.C. | Yumin Lee | Male | Jan. 1, 2017 | 241,564 | 0.14 | -- | -- | -- | -- | PhD, Institute of Electrical Engineering of Stanford University, USA Director, R&D Department, Second Business Unit of ITE Tech. Inc. |
None | -- | -- | -- | ||
| Vice General Manager |
R.O.C. | Arix Huang | Male | Apr. 1, 2012 | 461,473 | 0.27 | 11,767 | 0.00 | -- | -- | Master of Electronics Engineering, National Chiao Tung University Vice General Manager of ITE Tech. Inc. |
None | -- | -- | -- | ||
| Vice General Manager |
R.O.C. | Sander Kaon | Male | Jan. 1, 2014 | 76,295 | 0.04 | 6,256 | 0.00 | -- | -- | Master, Institute of Electrical Engineering, National Tsing Hua University, Director, R&D 2ndDepartment, Fourth Business Unit of ITE Tech. Inc. |
None | -- | -- | -- |
- 7 -
| Title | Nationality | Name | Gender | Date on which current position was assumed |
Shares held |
Shares held |
Number of shares currently held by their spouses, children of minor age |
Number of shares currently held by their spouses, children of minor age |
Shares held through nominees |
Shares held through nominees |
Principal work experience and academic qualifications |
Position(s) held concurrently in other company |
Manager with a spouse or relatives within the second degree of kinship |
Manager with a spouse or relatives within the second degree of kinship |
Manager with a spouse or relatives within the second degree of kinship |
Remark |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| shares | % | shares | % | shares | % | Title | Name | Relation | ||||||||
| Financial Director |
R.O.C. | Alice Hsu | Female | Jan. 1, 1998 | 113,766 | 0.06 | -- | -- | -- | -- | Master, Department of Finance of West Texas A&M University, AuditingDivision of UMC |
None | -- | -- | -- |
(3) Where the Chairman of the Board of Directors and the President or person of an equivalent post (the highest level manager) of a company are the same person, spouses, or relatives within the first degree of kinship, the reason for, reasonableness, necessity thereof, and the measures adopted in response thereto: No such condition.
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2. Remuneration paid to general directors, independent directors, supervisors, president and vice presidents
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(1) Disclose aggregate remuneration information, with the name(s) indicated for each remuneration range
-
A. Remuneration to directors and independent directors
Unit: share(s); Unit: NT$1,000,%
| Title | Name | Directors’ Remuneration | Directors’ Remuneration | Directors’ Remuneration | Directors’ Remuneration | Directors’ Remuneration | Directors’ Remuneration | Directors’ Remuneration | Directors’ Remuneration | The sum of A, B, C and D & in proportion to net profit after tax(%) |
The sum of A, B, C and D & in proportion to net profit after tax(%) |
Remuneration to the capacityas employees | Remuneration to the capacityas employees | Remuneration to the capacityas employees | Remuneration to the capacityas employees | Remuneration to the capacityas employees | Remuneration to the capacityas employees | Remuneration to the capacityas employees | Remuneration to the capacityas employees | The sum of A, B, C, D, E, F and G & in proportion to net profit after tax(%) |
The sum of A, B, C, D, E, F and G & in proportion to net profit after tax(%) |
Remuner- ation received from an invested company other than the company’s subsidiary or parent company |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Base Compensation(A) |
Pension(B) | Directors’ Compensation (C) (note 3) |
Business execution expenses (D) |
Salaries, bonus and special disbursement(E) |
Pension (F) |
Employees’ Compensation (G) (note 2) |
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| The Company |
Consolidated Entities |
The Company |
Consolidated Entities |
The Company |
Consolidated Entities |
The Company |
Consolidated Entities |
The Company | Consolidated Entities |
The Company |
Consolidated Entities |
The Company | Consolidated Entities |
The Company |
Consolidated Entities |
The Company | Consolidated Entities |
|||||
| Cash | Stock | Cash | Stock | |||||||||||||||||||
| ~~C~~hairman | Vincent Hu | -- | -- | -- | -- | 2,372 | 2,372 | 20 | 20 | 2,392 | 2,392 | 19,302 | 19,302 | 19,924 | 19,924 | 3,100 | -- | 3,100 | -- | 47,110 | 47,110 | -- |
| 0.14 | 0.14 | |||||||||||||||||||||
| ~~D~~irector | H.Y. Lin | -- | -- | -- | -- | 2,372 | 2,372 | 20 | 20 | 2,392 | 2,392 | 2.89 | 2.89 | |||||||||
| 0.14 | 0.14 | |||||||||||||||||||||
| ~~D~~irector | UMC (note 1) | -- | -- | -- | -- | 2,372 | 2,372 | 20 | 20 | 2,392 | 2,392 | -- | -- | -- | -- | -- | -- | -- | -- | 2,392 | 2,392 | -- |
| Legal representative: Bellona Chen |
0.14 | 0.14 | 0.14 | 0.14 | ||||||||||||||||||
| Independent Director |
Yi Tsung Huang |
420 | 420 | -- | -- | 2,372 | 2,372 | 60 | 60 | 2,852 | 2,852 | -- | -- | -- | -- | -- | -- | -- | -- | 2,852 | 2,852 | -- |
| 0.17 | 0.17 | 0.17 | 0.17 | |||||||||||||||||||
| Independent Director |
Steven Hsu |
420 | 420 | -- | -- | 2,372 | 2,372 | 80 | 80 | 2,872 | 2,872 | -- | -- | -- | -- | -- | -- | -- | -- | 2,872 | 2,872 | -- |
| 0.17 | 0.17 | 0.17 | 0.17 | |||||||||||||||||||
| Independent Director |
Robert Chen |
420 | 420 | -- | -- | 2,372 | 2,372 | 80 | 80 | 2,872 | 2,872 | -- | -- | -- | -- | -- | -- | -- | -- | 2,872 | 2,872 | -- |
| 0.17 | 0.17 | 0.17 | 0.17 | |||||||||||||||||||
| Independent Director |
Fantine Lee |
420 | 420 | 2,372 | 2,372 | 80 | 80 | 2,872 | 2,872 | -- | -- | -- | -- | -- | -- | -- | -- | 2,872 | 2,872 | -- | ||
| 0.17 | 0.17 | 0.17 | 0.17 | |||||||||||||||||||
| 1. Specify the policy, system, standard and structure for remuneration of independent directors, and the relationship between the remuneration amount and their responsibilities, risks, and time commitments: In addition to monthly fixed remuneration for independent directors, the Company also appropriates funds for director remuneration based on the net income before tax each month. 2. Remuneration received bythe Company’s directors for services rendered to all companies included in the financial statements(e.g.,as consultants to non-employees)in the lastyear: 0 |
-
Note 1: Bellona Chen is the representative of the corporate director United Microelectronics Corporation; Ms. Chen attends the Board of Directors on its behalf. The business execution expenses are paid to the director personally, while the director remuneration is paid to the corporate director itself.
-
Note 3: The amount of directors’ remuneration approved by the Board of Directors and Compensation and Remuneration Committee on Feb. 21, 2025 was NT$16,604 thousand. The directors’ remuneration was disclosed in NT$1,000 amounts, and the next digit was rounded down unconditionally.
-
9 -
Classification of remuneration
| Classification of remuneration | ||||
|---|---|---|---|---|
| Classification of remuneration paid to directors |
Name of Directors | |||
| Sumof the4 Remunerations (A+B+C+D) | Sumof the 7Remunerations (A+B+C+D+E+F+G) | |||
| The Company | ConsolidatedEntities | The Company | ConsolidatedEntities | |
| Lessthan NT$1,000,000 | -- | -- | -- | -- |
| NT$1,000,000(inclusive) - NT$2,000,000(exclusive) |
-- | -- | -- | -- |
| NT$2,000,000(inclusive) - NT$3,500,000(exclusive) |
Director: UMC (note), Vincent Hu H.Y. Lin Independent Director: Steven Hsu Yi Tsung Huang Robert Chen FantineLee |
Director: UMC (note), Vincent Hu H.Y. Lin Independent Director: Steven Hsu Yi Tsung Huang Robert Chen FantineLee |
Director: UMC (note), Independent Director: Steven Hsu Yi Tsung Huang Robert Chen Fantine Lee, |
Director: UMC (note), Independent Director: Steven Hsu Yi Tsung Huang Robert Chen Fantine Lee |
| 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) |
-- | -- | Director: Vincent Hu |
Director: Vincent Hu |
| NT$15,000,000(inclusive) - NT$30,000,000(exclusive) |
-- | -- | Director: H.Y.Lin |
Director: H.Y.Lin |
| NT$30,000,000(inclusive) - NT$50,000,000(exclusive) |
-- | -- | -- | -- |
| NT$50,000,000(inclusive) - NT$100,000,000(exclusive) |
-- | -- | -- | -- |
| Over NT$100,000,000 | -- | -- | -- | -- |
| Total | 7persons | 7persons | 7persons | 7persons |
Note: Bellona Chen is the representative of the corporate director United Microelectronics Corporation; Ms. Chen attends the Board of Directors on its behalf. The business execution expenses are paid to the representative personally, while the director remuneration is paid to the corporate director itself.
- 10 -
B. Remuneration to President and Vice Presidents
| Title | Name | Salaries (A) (note 1) |
Salaries (A) (note 1) |
Pension (B) (note 2) | Pension (B) (note 2) | Bonus and special disbursement (C) (note 3) |
Bonus and special disbursement (C) (note 3) |
Compensation to the employees (D) (note 4) |
Compensation to the employees (D) (note 4) |
Compensation to the employees (D) (note 4) |
Compensation to the employees (D) (note 4) |
The sum of A, B, C and D & in ratio of total amount to net income after tax (%) (note5) |
The sum of A, B, C and D & in ratio of total amount to net income after tax (%) (note5) |
Remuneration received from an invested company other than the company’s subsidiary or parent company |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company |
Consolidated Entities |
The Company |
Consolidated Entities |
The Company |
Consolidated Entities |
The Company |
Consolidated Entities |
The Company |
Consolidated Entities |
|||||
| Cash | Stock | Cash | Stock | |||||||||||
| President | H.Y. Lin(Note 6) | 34,728 | 34,728 | 21,624 | 21,624 | 47,230 | 47,230 | 18,050 | -- | 18,050 | -- | 121,632 | 121,632 | -- |
| CTO | Vincent Hu | |||||||||||||
| CMO | Lawrence Liu(Note 6) | |||||||||||||
| General Manager | Mason Tung | |||||||||||||
| General Manager | Ke MingLin | |||||||||||||
| General Manager | Joseph Huang | |||||||||||||
| Vice General Manager | Chien ChungHsiao | |||||||||||||
| Vice General Manager | Jason Tsai | 7.48 | 7.48 | |||||||||||
| Senior Vice General Manager |
P.Y. Chang | |||||||||||||
| Vice General Manager | Yumin Lee | |||||||||||||
| Vice General Manager | Arix Huang | |||||||||||||
| Vice General Manager | Sander Kao | |||||||||||||
| Vice General Manager | C.S Huang (Note 7) |
Note 1: Including salaries, duty allowances, and severance pay.
Note 2: Pensions funded/paid according to applicable law.
Note 3: Including various bonuses, incentives, travel expenses, special disbursements, allowances, and other remunerations. In addition, salary expenses recognized in accordance with IFRS 2 "Sharebased benefits", including obtaining employee stock option certificates, new shares with restricted employee rights, and participating in cash capital increases to subscribe for shares, etc., should also be included in remuneration.
Note 4: Indicates the employee compensation for the year 2024 approved by the Company's Board of Directors and the Remuneration Committee on February 21, 2025. Note 5: The percentage was based on the 2024 parent company only net income after tax. Note 6: H.Y. Lin and Lawrence Liu retired on December 31, 2024. Note 7: C.S Huang retired on June 30, 2024.
- 11 -
Classification of remuneration
| Classification of remuneration | ||
|---|---|---|
| Classification of remuneration paid to President and Vice Presidents |
Name of Presidents and VicePresidents | |
| The Company | Consolidated Entities | |
| Less thanNT$1,000,000 | -- | -- |
| NT$1,000,000(inclusive) - NT$2,000,000(exclusive) |
-- | -- |
| NT$2,000,000(inclusive) - NT$3,500,000(exclusive) |
-- | -- |
| NT$3,500,000(inclusive) - NT$5,000,000(exclusive) |
Arix Huang, Sander Kao, C.S Huang(Note 1) | Arix Huang, Sander Kao, C.S Huang(Note 1) |
| NT$5,000,000(inclusive) - NT$10,000,000(exclusive) |
Yumin Lee, Ke Ming Lin, P.Y. Chang, Jason Tsai, , LawrenceLiu(Note2), ChienChungHsiao |
Yumin Lee, Ke Ming Lin, P.Y. Chang, Jason Tsai, , LawrenceLiu(Note2), ChienChungHsiao |
| NT$10,000,000(inclusive) - NT$15,000,000(exclusive) |
Vincent Hu, Joseph Huang, Mason Tung | Vincent Hu, Joseph Huang, Mason Tung |
| NT$15,000,000(inclusive) - NT$30,000,000(exclusive) |
H.Y. Lin(Note 2) | H.Y. Lin(Note 2) |
| NT$30,000,000(inclusive) - NT$50,000,000(exclusive) |
-- | -- |
| NT$50,000,000(inclusive) - NT$100,000,000(exclusive) |
-- | -- |
| OverNT$100,000,000 | -- | -- |
| Total | 13persons | 13persons |
Note1 : C.S Huang retired on June 30, 2024.
Note2 : H.Y. Lin and Lawrence Liu retired on December 31, 2024.
- 12 -
C. Names of managerial officers with employees’ compensation and the status of payment
Unit: NT$1,000
| Unit: NT$1,000 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Title | Name | Stock | Cash | Total | Proportion of total to net income after tax(%) |
|||
| Number of shares |
Market value |
Amount | Amount | |||||
| Managerial Officers |
President | Mason Tung | -- | -- | -- | 18,050 | 18,050 | 1.11 |
| CTO | Vincent Hu | |||||||
| General Manager | Joseph Huang | |||||||
| General Manager | Ke Ming Lin | |||||||
| Senior Vice General Manager | P.Y. Chang | |||||||
| Vice General Manager | Yumin Lee | |||||||
| Vice General Manager | Chien Chung Hsiao | |||||||
| Vice General Manager | Jason Tsai | |||||||
| Vice General Manager | Arix Huang | |||||||
| Vice General Manager | Saner Kao | |||||||
| Financial Director | Alice Hsu |
-
13 -
-
(2) Separate comparison and description of total remuneration, as a proportion of net income after tax stated in the parent company only financial reports or individual financial reports, as paid by the Company and by each other company included in the consolidated financial statements during the past 2 fiscal years to directors, supervisors, presidents, and vice presidents, and analysis and description of remuneration policies, standards, and packages, the procedure for determining remuneration, and its linkage to operating performance.
-
A. The analysis for proportion of net income stated in the parent company only financial reports or individual financial reports, as paid by the Company and by each other company included in the consolidated financial statements during the past 2 fiscal years to directors, presidents, and vice presidents
| nd vicepresidents | ||||
|---|---|---|---|---|
| Year Item |
2023 | 2024 | ||
| The Company | Consolidated Entities |
The Company | Consolidated Entities |
|
| Net income after tax for the parent company (Unit: NT$1,000) |
1,587,808 |
1,587,808 | 1,626,631 | 1,626,631 |
| Proportion of director remuneration (%) |
2.64 | 2.64 | 3.71 | 3.71 |
| Proportion of manager remuneration(%) |
6.71 | 6.71 | 7.48 | 7.48 |
-
B. The policies, standards, and portfolios for payment of remuneration, procedures for determining remuneration, and correlations with business performance and risks
-
a. The remuneration for the Company's directors includes rewards, business execution expenses, director’s remuneration. Rewards and business execution expenses shall be paid based on the general levels. According to Article 26-1 of the Company’s Articles of Incorporation, if there is a profit during the year, the Company may appropriate no more than 1% thereof as director annual remuneration, which shall be submitted to Shareholders' Meeting for approval after being reviewed by Compensation Committee and approved by the Board. For directors concurrently serving as employees, the following (2) ~ (4) rules shall apply for the remuneration payment.
-
b. The appointment, dismissal and remuneration of the Company's president and vice presidents shall be handled in accordance with the Company's regulations. The remuneration standards are formulated by the Company's human resources unit based on the Company's HR performance appraisal regulations. Besides, the president’s or vice president’s individual performance and contribution to the Company's overall operations are also considered. Moreover, average levels applied in peer companies are also reviewed for the formulation of remuneration payment principles. The said standards/principles are implemented after being reviewed by Compensation Committee and approved by the Board of Directors.
-
c. The Company's remuneration policy is formulated based on the individual's capabilities, contribution to the Company and performance achievement, with a positive correlation with the Company's business performance. In addition, with proper control over future risks, the Company's remuneration policy is also well correlated with future risks. The overall compensation/remuneration portfolio primarily includes three parts: basic salary, bonus/employee compensation, benefits, etc. In regards to the remuneration payment standards, the basic salary is determined based on the Company's policy and the market competition status of the employee’s position; bonus and employee compensation are given on a basis connected with the employee's/department's goal achievement or the Company's business performance. Regarding benefits program design, the prerequisite is
-
14 -
to fulfill regulatory requirements, and to meet employees' needs with measures that provide benefits for employees.
-
d. The remuneration for directors and managerial officers is determined based on their participation degree in the Company's operations and their personal contribution /performance. In addition, the directors' and managerial officers' goal achievement rate, profit ratio, operational effectiveness, contribution degree, etc. are comprehensively considered when calculating remuneration distribution proportion for fair compensation. The director and managerial officer remuneration system is always reviewed in a timely manner based on actual operating conditions and changes of relevant laws and regulations.
-
Implementation of Corporate Governance
-
(1) The state of operations of the Board of Directors
The Board called 4 meetings in 2024. The attendance of directors is specified as follows:
| Title | Name | Actual number of attendance |
Attend through proxy |
Attendance rate(%) |
Remark |
|---|---|---|---|---|---|
| Chairman | VincentHu | 4 | 0 | 100% | |
| Director | Representative of UMC: Bellona Chen |
4 | 0 | 100% | |
| Director | H.Y.Lin | 4 | 0 | 100% | |
| Independent Director |
Yi Tsung Huang |
3 | 1 | 75% | |
| Independent Director |
Steven Hsu |
4 | 0 | 100% | |
| Independent Director |
Robert Chen |
4 | 0 | 100% | |
| Independent Director |
Fantine Lee |
4 | 0 | 100% |
Other mentionable items:
-
If any of the following is applied to the operation of the Board, specify the date and the session, the content of the motions, the opinions of all independent directors, and how the Company handled the opinions of the Independent Directors:
-
(1) Items listed in Article 14-3 of the Securities and Exchange Act: The Company has set up an Audit Committee; refer to the Audit Committee Operations.
-
(2) Except for the aforementioned matters, the resolutions reached by the Board of Directors with the objections or reservations of the independent directors documented or declared in writing: None
-
The avoidance of the conflict of interest by the Directors on related motions, specify the names of the Directors, the content of the motions, the principle of the avoidance of the conflict of interest, and the participation in casting the ballots:
-
(1) The Board of Directors held on February 23, 2024 discussed the matter of employee compensation for managers. Chairman Vincent Hu and director H.Y. Lin did not participate in the discussion and voting, due to their concurrently serving as the Company's appointed managers.
-
(2) The Board of Directors held on August 06, 2024 discussed the List of managers granted when issuing Employee Restricted Shares. Chairman Vincent Hu and director H.Y. Lin did not participate in the discussion and voting, due to their concurrently serving as the Company's
-
15 -
appointed managers.
-
(3) The Board of Directors held on November 05, 2024 discussed the matter of salary and bonuses for managers. Chairman Vincent Hu did not participate in the discussion and voting, due to his concurrently serving as the Company's appointed manager.
-
(4) The Board of Directors held on February 21, 2025 discussed the matter of employee compensation for managers. Chairman Vincent Hu did not participate in the discussion and voting, due to his concurrently serving as the Company's appointed manager.
-
TWSE/TPEx Listed Companies shall disclose the evaluation cycle and its period, evaluation scope, method, evaluation content of the board self (or peer) evaluation and other information, and fill in the implementation status of the board evaluation.
| appointed managers. (3) The Board of Directors held on November 05, 2024 discussed the matter of salary and bonuses for managers. Chairman Vincent Hu did not participate in the discussion and voting, due to his concurrently serving as the Company's appointed manager. (4) The Board of Directors held on February 21, 2025 discussed the matter of employee compensation for managers. Chairman Vincent Hu did not participate in the discussion and voting, due to his concurrently serving as the Company's appointed manager. 3.TWSE/TPEx Listed Companiesshall disclose the evaluation cycle and its period, evaluation scope, method, evaluation content of the board self (or peer) evaluation and other information, and fill in the implementation status of the board evaluation. |
appointed managers. (3) The Board of Directors held on November 05, 2024 discussed the matter of salary and bonuses for managers. Chairman Vincent Hu did not participate in the discussion and voting, due to his concurrently serving as the Company's appointed manager. (4) The Board of Directors held on February 21, 2025 discussed the matter of employee compensation for managers. Chairman Vincent Hu did not participate in the discussion and voting, due to his concurrently serving as the Company's appointed manager. 3.TWSE/TPEx Listed Companiesshall disclose the evaluation cycle and its period, evaluation scope, method, evaluation content of the board self (or peer) evaluation and other information, and fill in the implementation status of the board evaluation. |
appointed managers. (3) The Board of Directors held on November 05, 2024 discussed the matter of salary and bonuses for managers. Chairman Vincent Hu did not participate in the discussion and voting, due to his concurrently serving as the Company's appointed manager. (4) The Board of Directors held on February 21, 2025 discussed the matter of employee compensation for managers. Chairman Vincent Hu did not participate in the discussion and voting, due to his concurrently serving as the Company's appointed manager. 3.TWSE/TPEx Listed Companiesshall disclose the evaluation cycle and its period, evaluation scope, method, evaluation content of the board self (or peer) evaluation and other information, and fill in the implementation status of the board evaluation. |
appointed managers. (3) The Board of Directors held on November 05, 2024 discussed the matter of salary and bonuses for managers. Chairman Vincent Hu did not participate in the discussion and voting, due to his concurrently serving as the Company's appointed manager. (4) The Board of Directors held on February 21, 2025 discussed the matter of employee compensation for managers. Chairman Vincent Hu did not participate in the discussion and voting, due to his concurrently serving as the Company's appointed manager. 3.TWSE/TPEx Listed Companiesshall disclose the evaluation cycle and its period, evaluation scope, method, evaluation content of the board self (or peer) evaluation and other information, and fill in the implementation status of the board evaluation. |
appointed managers. (3) The Board of Directors held on November 05, 2024 discussed the matter of salary and bonuses for managers. Chairman Vincent Hu did not participate in the discussion and voting, due to his concurrently serving as the Company's appointed manager. (4) The Board of Directors held on February 21, 2025 discussed the matter of employee compensation for managers. Chairman Vincent Hu did not participate in the discussion and voting, due to his concurrently serving as the Company's appointed manager. 3.TWSE/TPEx Listed Companiesshall disclose the evaluation cycle and its period, evaluation scope, method, evaluation content of the board self (or peer) evaluation and other information, and fill in the implementation status of the board evaluation. |
appointed managers. (3) The Board of Directors held on November 05, 2024 discussed the matter of salary and bonuses for managers. Chairman Vincent Hu did not participate in the discussion and voting, due to his concurrently serving as the Company's appointed manager. (4) The Board of Directors held on February 21, 2025 discussed the matter of employee compensation for managers. Chairman Vincent Hu did not participate in the discussion and voting, due to his concurrently serving as the Company's appointed manager. 3.TWSE/TPEx Listed Companiesshall disclose the evaluation cycle and its period, evaluation scope, method, evaluation content of the board self (or peer) evaluation and other information, and fill in the implementation status of the board evaluation. |
appointed managers. (3) The Board of Directors held on November 05, 2024 discussed the matter of salary and bonuses for managers. Chairman Vincent Hu did not participate in the discussion and voting, due to his concurrently serving as the Company's appointed manager. (4) The Board of Directors held on February 21, 2025 discussed the matter of employee compensation for managers. Chairman Vincent Hu did not participate in the discussion and voting, due to his concurrently serving as the Company's appointed manager. 3.TWSE/TPEx Listed Companiesshall disclose the evaluation cycle and its period, evaluation scope, method, evaluation content of the board self (or peer) evaluation and other information, and fill in the implementation status of the board evaluation. |
|---|---|---|---|---|---|---|
| Evaluation Cycle |
Evaluation Period |
Evaluation Scope |
Evaluation Method |
Evaluation content | ||
| Annually | 2024.01.01 |
2024.12.31 |
1.Board of Directors 2.Individual directors 3.Audit Committee 4.Compensation and Remuneration Committee |
Internal self- evaluation |
1.Performance evaluations for board of directors: participation in the Company’s operations, improvement of the quality of board decisions, composition and structure of board of directors, election and continuing education of directors, and internal controls. 2.Performance evaluations for Individual directors: alignment with the Company’s goals and missions, awareness of the duties of a director, participation in the Company’s operations, management of internal relationships and communications, directors’ professionalism and continuing education, and internal controls. 3.Performance evaluations for Audit Committee: the degree of participation in the company’s operations, the awareness of the duties of the audit committee, the improvement of the decision-making quality of the audit committee, the composition and selection of members of the audit committee, and internal control. 4.Performance evaluations for Compensation and Remuneration Committee : participation in the company's operations, cognition of the remuneration committee's responsibilities, improvement of the decision- making quality of the remuneration planning committee; composition of the remuneration committee; selection of members, and internal control. |
|
| Once every 3 years |
2021.11.01 |
2022.10.31 |
Board of Directors | The Taiwan Corporate Governance |
Composition of the board of directors, Guidance of the board of directors, Authorization of the board of directors, |
- 16 -
| Association | Supervision of the board of directors, | ||||
|---|---|---|---|---|---|
| conducted the | Communications of the board of directors, Self- | ||||
| performance | discipline of the board of directors, Internal | ||||
| evaluations of | control and risk management, Others such as | ||||
| board of | Board meeting , support systems, etc. | ||||
| directors |
The evaluation results in 2024 are "excellent".
-
The objective for fortifying the function of the Board in the current period and the most recent period (e.g. the establishment of the Auditing Committee, and the upgrade of transparency in information) and the evaluation of the state of accomplishment:
-
(1) The Company has established an Audit Committee as well as the Compensation and Remuneration Committee. For the operation of the Audit Committee as well as the Compensation and Remuneration Committee, please refer to the descriptions on pages 17 to 19 and 27 to 28.
-
(2) The Company has formulated the Guidelines for Board Performance Evaluation, and conducts a self-evaluation of directors and evaluation of the Board of Directors and also functional committees on a regular basis every year. The Company's board performance evaluation shall be conducted by an external independent professional institution or a panel of external experts and scholars at least once every three years.
-
(2) The state of operations of Audit Committee:
The Company elected 4 independent directors at the General Shareholders’ Meeting held on June 16, 2023; these 4 independent directors comprise the Audit Committee that meets at least once a quarter. The main functions and powers of the Committee are as follows:
-
Formulate or revise the internal control system in accordance with the provisions in Article 14-1 of the Securities and Exchange Act.
-
Assess the effectiveness of the internal control system.
-
Formulate or revise the handling procedures for the acquisition or disposal of assets, engagement in derivative transactions, loaning of funds to others, provisions of endorsement or guarantee to others, and other significant financial or business actions in accordance with the provisions in Article 36-1 of the Securities and Exchange Act.
-
Matters involving the personal interest of directors.
-
Transactions on material assets or derivative commodities.
-
Material monetary loan, endorsement, or provision of guarantee.
-
The offer, issuance or private placement of securities of equity nature.
-
The appointment, discharge or remuneration of certified public accountants.
-
The appointment and discharge of the head of finance, accounting, or internal audit.
-
Financial report for each Quarter.
-
Other matters stipulated by the competent authority as the functions and powers of this Committee.
-
17 -
The Auditing Committee convened for 4 times in 2024. The attendance is shown below:
| Title | Name | Actual number of attendance |
Attend through proxy |
Attendance rate |
|---|---|---|---|---|
| Independent Director | Steven Hsu | 4 | 0 | 100% |
| Independent Director | Yi Tsung Huang | 3 | 1 | 75% |
| Independent Director | Robert Chen | 4 | 0 | 100% |
| Independent Director | Fantine Lee | 4 | 0 | 100% |
| Other matters to be recorded: 1.The content of the particulars inscribed in Article14-5 of the Securities and Exchange Act: Session of the Auditing Committee Proposal and Subsequent Handling Securities and Exchange Act Article 14-5 matters Resolutions not approved by the Audit Committee but approved by 2/3 of all directors The 4thMeeting of the 5thTerm Feb. 23, 2024 1. The Company's 2023 parent company only financial statements and consolidated financial statements V 2. Internal control system statement from January 1, 2023 to December 31, 2023 V 3. The appointment of certified public accountants V Audit Committee resolution: Approved (as proposed) by all Audit Committee members. The Board of Directors' handling of Audit Committee opinion: Approved (as proposed) by all directors. The 5thMeeting of the 5thTerm May 7, 2024 The Company's 2024Q1 consolidated financial statements V Audit Committee resolution: Approved (as proposed) by all Audit Committee members The Board of Directors' handling of Audit Committee opinion: Approved (as proposed) by all directors. The 6thMeeting of the 5thTerm Aug. 06, 2024 The Company's 2024Q2 consolidated financial statements V Audit Committee resolution: Approved (as proposed) by all Audit Committee members The Board of Directors' handling of Audit Committee opinion: Approved(asproposed)byall directors. The 7thMeeting of the 5thTerm Nov. 05, 2024 1. The Company's 2024Q3 consolidated financial statements V 2. The revision of Internal Control The Board of Directors' handling of Audit Committee opinion: Approved (as proposed) by all directors. The8thMeeting of the 5thTerm Feb. 21, 2025 1. The Company's 2024 parent company only financial statements and consolidated financial statements V 2. Internal control system statement from January 1, 2024 to December 31, 2024 V |
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18 -
-
The appointment of certified public accountants
Audit Committee resolution: Approved (as proposed) by all Audit Committee members.
The Board of Directors' handling of Audit Committee opinion: Approved (as proposed) by all directors.
In addition to the aforementioned motions, other motions without approval by the Auditing Committee but passed by the Board with 2/3 of the Directors: None
-
The avoidance of the conflict of interest by the Independent Directors on related motions: There was no proposal involving interests of independent directors.
-
Communications between independent directors, the Company’s Chief Internal Auditor and CPAs:
-
(1) Communications between independent directors, the Company’s Internal Auditor and CPAs
-
Independent directors and internal auditor: The Company reports to independent directors on the results of audit execution at each Audit Committee meeting, and communicates directly with independent directors; after the internal audit department submits the monthly report, independent directors make a call or send an email for discussion if they have any questions.
-
Independent directors and certified public accountants: CPAs attend the board meeting at least once a year, and communicate and interact with independent directors on review of financial reports, review status, or issues related to finance, taxation or internal control. During the non-meeting period, discussions are conducted via phone or email.
-
-
(2) The major communication between independent directors and the internal auditor in 2024 is summarized as follows:
| Date | Mainpoints of communication | |||
|---|---|---|---|---|
| Feb. 23, 2024 | 1. Audit Business Execution Report for the fourth quarter of 2023 2. 2023 Statement of Internal Control |
|||
| May 07, 2024 | Audit Business Execution Report for the first quarter of 2024 | |||
| Aug. 06,2024 | Audit Business Execution Report for the secondquarter of 2024 | |||
| Nov. 05, 2024 | 1. Audit Business Execution Report for the third quarter of 2024 2.AuditPlanof 2025 |
|||
| (3) | Summary of communication between independent directors and CPAs | |||
| Excerpts from the | main points of communication for the year 2024 are as follows: | |||
| Date | Mainpoints of communication | |||
| Financial Audit of 2023, Quality Management Guidelines, Tax | ||||
| Feb. 23, 2024 | Act Updates, Introduction to the 11th Corporate Governance | |||
| Assessment System Revision | ||||
| May 07, 2024 | Financial review of Q1 2024, Securities Regulatory Act Updates Sustainable exposure standards updates |
- 19 -
(3) The state of the company's implementation of corporate governance, any variance from the Corporate Governance Best practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance
| Items for evaluation | Implementation Status | Any variance from the Corporate Governance Best practice Principles for TWSE/TPEx Listed Companies, and the reason for any suchvariance |
||
|---|---|---|---|---|
| Yes | No | Summary | ||
| 1. Has the Company established and disclosed its corporate governance practices based on the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies? |
V | The Company has formulated the Corporate Governance Best Practice Principles and has disclosed the relevant content on the Company's website. |
There were no material differences. |
|
| 2. Equity structure and shareholders’ equity (1) Has the Company instituted an internal procedure for handling suggestions, questions, disputes of the shareholders and legal actions, and comply with the procedure properly? |
V |
The Company has a spokesperson and deputy spokesperson in place, and provides channels through which shareholders may put forward their suggestions, complaints, etc. to handle related matters. |
There were no material differences. |
|
| (2) Has the Company kept track on the major shareholders roster of the Company and the parties controlling these shareholders? |
V | The shareholder service agent and the Company's shareholder service personnel are responsible for such matters. |
There were no material differences. |
|
| (3) Has the Company established and implemented the risk control mechanism and firewall between the corporate and the affiliates? |
V | The powers and responsibilities of management between and among its affiliates are clearly divided, and mutual dealings or transactions are handled in accordance with laws and regulations. |
There were no material differences. |
|
| (4) Has the company adopted internal rules prohibiting company insiders from trading securities using information not disclosed to themarket? |
V | Such rules are stipulated in Article 13 of the Procedures For Ethical Management and Guidelines for Conduct formulated by the Company. |
There were no material differences. |
|
| 3. Composition and Responsibilities of the Board of Directors (1) Has the Board established a diversity policy, specific management goals and implemented it accordingly? |
V | Article 20 of the Company’s Best Practice Principles stipulates that the composition of the Board of Directors shall be diversified. The Company currently has 7 seats of directors, including 4 independent directors and 2 female directors. Each director possesses his/her own expertise in various fields, including accounting, finance, industry, marketing research and development, operations management, etc. (see the information about director core competencies on page 5 of this annual report), thus implementing the policy of diversification of directors. |
There were no material differences. |
- 20 -
| Items for evaluation | Implementation Status | Implementation Status | Implementation Status | Any variance from the Corporate Governance Best practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance |
|---|---|---|---|---|
| Yes | No | Summary | ||
| (2) Does the company voluntarily establish other functional committees in addition to the Remuneration Committee and the Audit Committee? |
V | In addition to the Remuneration Committee and the Audit Committee, the Company has not established any other functional committees. |
Other functional committees are established as needed for future operations. |
|
| (3) Has the Company established a methodology for evaluating the performance of its Board of Directors, performed evaluations on an annual basis, submitted the results of the performance evaluation to the Board, and used such as a reference for individual director remuneration and renomination? |
V | The Company has formulated the Guidelines for evaluating the performance of Board of Directors and performed evaluations for the year 2024. The results of the board performance evaluation were reported to the Board of Directors on February 21, 2025. |
There were no material differences. |
|
| (4) Has the Company evaluated the independence of the commissioned certified public accountants regularly? |
V | The Company evaluated the CPAs’ independence and competence every year. The Company regularly evaluated the independence of the CPA in terms of financial benefits; financing and guarantees; business relationships; family and personal relationships; employment relationships; gifts; gratuities and special offers; as well as rotation of duties and non-audit business. The CPA independence declarations issued by the CPA had also been obtained. The Company also evaluated CPAs’ competence in accordance with 13 AQI dimensions, organized into the five scopes of professionalism, independence, quality control, supervision, and creativity. This year, the evaluation report was submitted to the Audit Committee and the Board of Directors on February 21, 2025 for review and approval. Please refer to Note 1 for the Evaluation items forCPAs’ independence onpage24. |
There were no material differences. |
|
| 4. Does the TWSE/GTSM Listed Company have an appropriate and appropriate number of corporate governance personnel, and has the Company designated a Corporate Governance Senior Officer to deal with corporate governance related affairs (including, but not limited to, providing directors and supervisors |
V | The Company’s board of directors resolved to appoint Alice Hsu, Financial Director of the Company, as the Chief Corporate Governance Officer. She is in charge of corporate governance matters and responsible for corporate governance-related businesses, including providing information required by directors to execute business, assisting |
There were no material differences. |
- 21 -
| Items for evaluation | Implementation Status | Implementation Status | Implementation Status | Any variance from the Corporate Governance Best practice Principles for TWSE/TPEx Listed Companies, and the reason for any suchvariance |
|---|---|---|---|---|
| Yes | No | Summary | ||
| with information required for the execution of their duties; assisting directors and supervisors in complying with the laws and regulations; conducting board meeting and shareholders’ meeting related matters; handling company registration and amendments to registration and preparing the minutes for board meetings and shareholders’ meeting in accordance with the law, etc.)? |
directors in regulatory compliance, handling company registration and amendments to registration, and processing board meetings and shareholders’ meetings related matters in accordance with the law. |
|||
| 5. Has the Company established a communications channel and established a designated zone on its website for stakeholders (including, but not limited to, shareholders, employees, customers, and suppliers), and has the Company properly responded to all CSR issues such stakeholders are concerned with? |
V |
The Company respects the rights and interests of the stakeholders, identifies and understands the expectations and demands of the stakeholders, and responds appropriately to issues of their concerns. The relevant business personnel are responsible for communicating with the stakeholders. (1) Shareholders: Issues of concern: operations performance / environmental compliance / labor- employment relations 1. The General Shareholders’ Meetings is held in the first half of each year, and proposals are voted upon on a case-by- case basis. Shareholders may exercise their voting rights electronically. 2. Revenue for each month is announced in the following month, and the annual report of the Shareholders’ Meeting and related information is released every year as reference for shareholders. (2) Employees: Issues of concern: labor-employment relations/ occupational health and safety. Seminars are held on a quarterly basis, and an employee suggestion box is in place as well. (3) Suppliers: Issues of concern: operations performance / environmental regulatory compliance / labor-employment relations Meetings, mutual visits, and supplier evaluation are arranged as well to confirm that suppliers comply with national regulations and labor laws and regulationsin terms of human rights. |
There were no material differences. |
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| Items for evaluation | Implementation Status | Any variance from the Corporate Governance Best practice Principles for TWSE/TPEx Listed Companies, and the reason for any suchvariance |
||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (4) Customers: Issues of concern: operations performance / anti-corruption / supplier environmental assessment. Customer satisfaction surveys, visits, and customer interviews are arranged as well to obtain information on customer feedback. |
||||
| 6. Has the Company appointed a professional shareholder services agent to dealwithshareholderaffairs? |
V | The shareholder services agent is the department of shareholder services agency of HorizonSecurities Co.,Ltd. |
There were no material differences. |
|
| 7. Disclosures (1) Has the Company established a website for the disclosure of Company’s financial and business, and corporate governance? |
V | The Company's website https://www.ite.com.tw |
There were no material differences. |
|
| (2) Has the Company adopted other means of disclosures (e.g., the installation of a website in English language, appointment of designated persons for the collection and disclosure of information, the proper implementation of the spokesman system, and the minutes of the investor conference on record posted onthe website)? |
V |
The Company appoints a dedicated person to be responsible for the collection and disclosure of company information, implementation of the spokesperson system, placement of processes of institutional investor conferences on the Company’s website, etc. |
There were no material differences. |
|
| (3) Does the Company announce and report the annual financial report within two months after the end of the fiscal year? Does the Company announce and report the first, second, and third quarter financial reports and the monthly operational status well in advance oftherequired deadlines? |
V |
The Company announces and files the annual financial report within two months after the end of the fiscal year. Additionally, The Company announces and files the first, second, and third quarter financial reports, as well as the monthly operational status, in advance of the regulatory deadline. |
There were no material differences. |
|
| 8. Is there any other important information to facilitate a better understanding of the Company’s corporate governance practices (including, but not limited to, employee rights and interests, Care for employees, investor relations, supplier relations, stakeholder rights, status of directors’ and supervisors’ continuing education, implementation of risk management policies and risk assessmentcriteria,implementationof |
V |
Note 2. | There were no material differences. |
- 23 -
| Items for evaluation | Implementation Status | Implementation Status | Implementation Status | Any variance from the Corporate Governance Best practice Principles for TWSE/TPEx Listed Companies, and the reason for any suchvariance |
|---|---|---|---|---|
| Yes | No | Summary | ||
| customer related policies, and purchase of liability insurance for directors and supervisors by the Company)? |
||||
| 9. State of corrective action taken for responding to the results of the corporate governance assessment announced by Taiwan Stock Exchange Corporation in the Corporate Governance Center the most recent fiscal year, and the priority for improvement on issues pending further corrective action and related measures: The Company continues to make improvements based on the results of the corporate governance assessment for the most recent year, and strengthens detailed disclosure of relevant information on the Company's website as well as in the annual report. In the future, the official website will be optimized to disclose information related to corporate governanceitems. |
- State of corrective action taken for responding to the results of the corporate governance assessment announced by Taiwan Stock Exchange Corporation in the Corporate Governance Center the most recent fiscal year, and the priority for improvement on issues pending further corrective action and related measures:
The Company continues to make improvements based on the results of the corporate governance assessment for the most recent year, and strengthens detailed disclosure of relevant information on the Company's website as well as in the annual report. In the future, the official website will be optimized to disclose information related to corporate governance items.
Note 1. Evaluation items for CPAs’ independence are as follows
| Note 1. Evaluation items for CPAs’independence are as follows | ||
|---|---|---|
| Evaluation items | Evaluation result |
Compliance with independence? |
| 1.Is there any conflict of direct financial interest or material indirect financial interest between the Company and the accounting firm and between the accounting firm’s affiliated enterprises and audit service panel members? |
NO | YES |
| 2. Is there any mutual financing or guarantee conduct between the Company and the accounting firm and between the accounting firm’s affiliated enterprises and audit service panel members? |
NO | YES |
| 3. Is there any close business relationship between the Company and the accounting firm and between the accounting firm’s affiliated enterprises and audit service panel members? |
NO | YES |
| 4. Does any family member or close relative of audit service panel members serve as the director or manager of the Company or take over a post having direct and material impact onaudit tasks? |
NO | YES |
| 5.Does any of accounting firm or audit service panel members serve as the director or manager of the Company or take over a post having direct and material impact onaudit tasks? |
NO | YES |
| 6. For the gift or special offer to the audit service panel members from the Company, is the value material or is there any intention to affect any professional decision or acquire confidential information? |
NO | YES |
| 7.Is the CPA serving as the Company’s chief accountant under the circumstance where he or she served for the Company for more than seven years and returned to the Company withintwo years aftertherotationtransfer? |
NO | YES |
| 8.Is the CPA inquired about the non-audit business details provided by the Company and theimpact onCPA’sindependence? |
No Impact | YES |
-
Note 2. Other important information that helps in understanding the operating status of corporate governance
-
Employee rights and interests: The Company treats employees in good faith, and protects employee rights and interests in accordance with the Labor Standards Act.
-
Care for employees: The Company establishes a sound relationship of mutual trust and mutual dependence with employees through a welfare system and a good education and training system.
-
Investor relations: The Company's spokesperson is responsible for handling shareholder suggestions.
-
Supplier relationship: The Company pays attention to whether suppliers themselves comply with
-
24 -
international environmental protection regulations as well as labor safety and health regulations, and is committed to the establishment of a green supply chain.
-
Stakeholder rights: The Company discloses stakeholders and issues of their concern on the special zone of its website so as to respond to such issues.
-
The status of continuing education for directors: All Company directors have professional backgrounds and complete continuing education courses in accordance with relevant laws and regulations.
| Title | Name | Date of Advanced study |
Organized by | Course Name | Number of Hours |
|---|---|---|---|---|---|
| Chairman | Vincent Hu | May 24, 2024 | The Chinese National Association of Industry and |
Research and Analysis on Unconventional Transaction Criminal Behavior |
3 |
| Commerce | |||||
| Mar. 22, 2024 | Taiwan Stock Exchange Corporation |
Create a new carbon era | 3 | ||
| with sustainable knowledge |
|||||
| Director | H.Y. Lin | Oct. 04, 2024 | Accounting Research and Development Foundation |
2024 Annual Insider Trading Prevention Promotion Conference |
3 |
| Jul. 18,2024 | The Allied Association for Science Park Industries |
How directors supervise | 3 | ||
| the company to establish | |||||
| and promote a sound risk | |||||
| management system | |||||
| Representati ve of Juristic Person Director |
Bellona Chen |
Oct. 04, 2024 | Accounting Research and Development Foundation |
2024 Annual Insider Trading Prevention Promotion Conference |
3 |
| Jul. 03,2024 | Taiwan Stock Exchange Corporation |
2024 Cathay Sustainable | 3 | ||
| Finance and Climate Change SummitForum |
|||||
| Jun. 03,2024 | Accounting Research and Development Foundation |
Institutional Investor Viewpoint Forum |
3 | ||
| Mar. 22, 2024 | Taiwan Stock Exchange Corporation |
Create a new carbon era | 3 | ||
| with sustainable knowledge |
|||||
| Independent Director |
Robert Chen | Mar. 22, 2024 | Accounting Research and Development Foundation |
Promote sustainable development of |
6 |
| enterprises through "risk | |||||
| management" | |||||
| Independent Director |
Steven Hsu | Sep. 27, 2024 | Financial Supervisory Commission R.O.C |
Information Security Management Law and Penalty Cases from the Financial Supervisory Commission |
3 |
| Apr. 26, 2024 | Accounting Research and Development |
Global and Taiwan Economic Development Outlook in 2024. |
3 |
- 25 -
| Title | Name | Date of Advanced study |
Organized by | Course Name | Number of Hours |
|---|---|---|---|---|---|
| Foundation | |||||
| Independent Director |
Yi Tsung Huang |
Nov. 11, 2024 | Accounting Research and Development Foundation |
Legal liability for insider | 3 |
| trading and intellectual property management responsibilities of |
|||||
| directors and supervisors | |||||
| of listed companies - patent rights and business secrets |
|||||
| Aug. 12, 2024 | Accounting Research and Development Foundation |
Enhance the sustainable value of enterprises and improve the risk management system |
3 | ||
| Aug. 07, 2024 | Taiwan Corporate Governance Association |
1.Sustainable transformation and international trends |
6 |
||
| 2.Sustainability reporting | |||||
| and disclosure | |||||
| Independent Director |
Fantine Lee | Taiwan Institute | Corporate M&A 101- Sharing of M&A Practices in M&A Transactions |
3 | |
| Dec. 18, 2024 | of Directors | ||||
| Sep. 06, 2024 | Securities & Futures Institute |
2024 Annual Insider Trading Prevention PromotionConference |
3 |
-
Implementation status of risk management policies and risk measurement standards: The Company has formulated and effectively implemented an internal control system so as to reduce various risks. Please refer to pages 74 to 76 of this annual report.
-
Implementation of customer related policies: Remain stable and good relationships with customers.
-
Status of liability insurance for directors: The Company reported to the Board of Directors on November 05, 2024 on renewal of the liability insurance for the directors, and filed such information on the Market Observation Post System in accordance with regulations.
-
(4) If the Company has established a Compensation and Remuneration Committee, its composition, responsibilities and operating status shall be disclosed:
The Company appointed 4 independent directors as members of the 5th Compensation and Remuneration Committee on June 16, 2023. The Committee meets at least twice a year and shall be responsible for:
-
Formulating and regularly reviewing performance evaluation of directors, Audit Committee members, and managers, as well as the policies, systems, standards and structures of compensation and remuneration.
-
Regularly evaluating and determining the compensation and remuneration of directors, Audit Committee members and managers.
-
A. Information on the members of the Compensation and Remuneration Committee
-
26 -
| Mar. 28,2025 | ||||
|---|---|---|---|---|
| Conditions Byidentity Name |
Professional Qualification and Experience |
Status of independence |
Number of other public companies in which the individual is concurrently serving as Compensation and Remuneration Committee |
|
| Committee (Independent director) | Steven Hsu | Please refer to Disclosure of Professional, Qualifications of Directors and Independence of Independent Directors on page 9 |
1 | |
| Committee (Independent director) | Yi Tsung Huang | 2 | ||
| Committee (Independent director) | Robert Chen | 0 | ||
| Committee (Independent director) | Fantine Lee | 0 |
-
B. Information on Operations of Compensation and Remuneration Committee
-
The Compensation and Remuneration Committee of the Company is consisted of 4 members.
-
Term of office of current committee members: June 16, 2023 to June 15, 2026, a total of 3 meetings were held in 2024. The attendance of committee member is as follows:
| Title | Name | Actual number of attendance |
Actual number of attendance |
Attend through proxy |
Attendance rate (%) |
Remark |
|---|---|---|---|---|---|---|
| Convener | Steven Hsu | 3 | 0 | 100% | ||
| Committee | Yi Tsung Huang |
3 | 0 | 100% | ||
| Committee | Robert Chen | 3 | 0 | 100% | ||
| Committee | Lee,Fan-tine | 3 | 0 | 100% | ||
| Other mentionable items: |
-
If the Board of Directors does not accept or amends the suggestions made by the Compensation Committee, the board meeting date, term/session, content of proposal(s), the board’s resolution result, and the Company's handling of Compensation Committee's opinions should be stated (for example, if the remuneration approved by the Board is better than that suggested by Compensation Committee, the difference and its reason(s) should be stated): None.
-
If any of the members has a dissenting or qualified opinion on Compensation Committee’s resolutions, and such opinion has been recorded or declared in writing, the Compensation Committee meeting date, term/session, content of proposal(s), opinions of all members, and the handling of the members' opinions should be stated: None.
3. Important resolution
| Session of Compensation and Remuneration Committee |
Proposal and Subsequent Handling |
Resolution | Handling status to member's opinion by the Company |
|---|---|---|---|
| Nov. 07,2023 3thsession of 5th term of the Board |
The fixed salary adjustment rate for managers as well as the ratio of variable compensationpaid to |
Passed by all committees |
Except for the chairman Vincent Hu and the director H.Y. Lin who did not participate in the discussion and voting due to their concurrentlyservingas the |
- 27 -
| Session of Compensation and Remuneration Committee |
Proposal and Subsequent Handling |
Resolution | Handling status to member's opinion by the Company |
|---|---|---|---|
| managers to that of the whole company for the year 2024. |
Company's appointed managers, the remaining 5 directors approved the proposal. |
||
| Feb. 23, 2024 4thsession of 5th term of the Board |
The amount of employee compensation paid to managers in 2023. |
Passed by all committees |
Except for the chairman Vincent Hu and the director H.Y. Lin who did not participate in the discussion and voting due to their concurrently serving as the Company's appointed managers, the remaining 5 directors approved the proposal. . |
| Aug. 06,2024 5thsession of 5th term of the Board |
Number of shares allotted to managers for Issuance of Employee restricted shares. |
Passed by all committees |
Except for the chairman Vincent Hu and the director H.Y. Lin who did not participate in the discussion and voting due to their concurrently serving as the Company's appointed managers, the remaining 5 directors approved the proposal. |
| Nov. 05,2024 6thsession of 5th term of the Board |
The fixed salary adjustment rate for managers as well as the ratio of variable compensation paid to managers to that of the whole company for the year 2025. |
Passed by all committees |
Except for the chairman Vincent Hu who did not participate in the discussion and voting due to his concurrently serving as the Company's appointed manager, the remaining 6 directors approved the proposal. |
| Feb. 21,2025 7thsession of 5th term of the Board |
The amount of employee compensation paid to managers in 2024. |
Passed by all committees |
Except for the chairman Vincent Hu who did not participate in the discussion and voting due to his concurrently serving as the Company's appointed manager, the remaining 6 directors approved theproposal. |
-
Where the Board may not take or revise the advice of the Compensation and Remuneration Committee, specify the date and the session of the Board, the content of the motion, the resolution of the Board, and the response to the opinions of the Company towards the advice of the Compensation and Remuneration Committee (if the resolution of the Board suggested better position of remuneration than the advice of the Compensation and Remuneration Committee, specify the reasons and the variations): None.
-
Where members of the Compensation and Remuneration Committee may have adverse opinions or qualified opinions in their resolutions on record or in written declaration, specify the date and session of the committee, the content of the motion, the opinions of all other members, and the responses to the adverse opinions: None.
-
(5) The state of the company's performance of sustainable development, any variance from the Corporate Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance:
-
28 -
| Items for evaluation | Implementation Status | Any variance from theCorporate Sustainable DevelopmentBest Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance |
||
|---|---|---|---|---|
| Yes | No | Summary | ||
| 1. Does the Company conduct sustainable development of the corporate governance issues related to the Company’s operations, and has the Company established risk management policies or strategies? |
V | With the vision and mission of the Company's ESG policy, the CSR Committee was established in 2014 and renamed the "Sustainable Committee" in 2022, the top decision-making organization center, chaired by the president, and promoted the responsibility for sustainable development by forming an interdepartmental committee and regularly reports the implementation goals and results to the Board of Directors every year. The 2024 implementation results and the 2025 implementation plans were reported to the Board of Directors on 21 February, 2025. |
There were no material differences. |
|
| 2. Has the Company established a designated (part-time) body for the advocacy of corporate social responsibility headed by a senior executive at the authorization of the Board, and report to the Board on the performance of corporate social responsibility? |
V | The company has established risk management policies and procedures through the board of directors to conduct risk assessments on environmental, social and corporate governance issues related to the Company's operations. |
There were no material differences. |
|
| 3. Environmental Issues (1) Has the Company established an appropriate environmental management system in accordance with its industrial characteristics? |
V | The Company achieves ISO 14001 Environment Management System certification on Jan. 2023. (Expiry date: Dec. 06, 2025). The Company takes pollution prevention and continuous improvement as its basic concept and follows the following principles to carry out activities of the environmental management system: ‧Meet the requirements of environmental protection laws and regulations, and strive for the concept of pollution prevention ‧Comply with the environmental management system and continue to promote environmental improvement ‧Research and develop green |
There were no material differences. |
- 29 -
| Items for evaluation | Implementation Status | Implementation Status | Any variance from theCorporate Sustainable DevelopmentBest Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance |
||
|---|---|---|---|---|---|
| Yes | No | Summary | |||
| products to reduce environmental and ecological impact ‧Promote environmental protection education and training, and appropriately carry out environmental management related activities. Please refer to the Company’s website at: https://www.ite.com.tw/tw/abou t/environment |
|||||
| t/environment | |||||
| (2) Has the Company made effort to enhance the efficient use of all resources and used regenerated materials to mitigate the impact on the environment? |
V | The company actively promotes various energy reduction measures to reduce the energy consumption of enterprises and products, so as to optimize the efficiency of energy use. Detailed information on energy reduction measures and results on the company's website https://www.ite.com.tw/tw/esg/ Environment/environmental- protection/energy |
There were no material differences. |
||
| (3) Has the Company assessed the potential current and future risks and opportunities from climate change for the Company, and has the Company taken measures to address climate-related issues? |
V | For the future trends, the Company strives to research and develop energy-saving products so as to help customers reduce carbon emissions. In addition, in order to reduce operational risks caused by climate change, the clustering effect of the supply chain can reduce carbon emissions during the product delivery process and reduce the Company's operating costs. |
There were no material differences. |
||
| (4) Has the Company compiled statistics on greenhouse gas emissions, water consumption, and total volume of waste materials for the past two years, and has the Company formulated policies for energy conservation and carbon reduction, greenhouse gas reduction, water use reduction, and other waste management? |
V |
The Company is committed to environmental protection and continues to promote environmental improvement. For more details on the policy and results relating to the energy plan for emission reduction, please refer to the Company’s website at: https://www.ite.com.tw/tw/esg/ Environment/environmental- protection/energy |
There were no material differences. |
- 30 -
| Items for evaluation | Implementation Status | Implementation Status | Any variance from theCorporate Sustainable DevelopmentBest Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance |
||
|---|---|---|---|---|---|
| Yes | No | Summary | |||
| 4. Social issues (1) Has the Company established related management policy and procedure in accordance with applicable legal rules and international conventions on human rights? |
V |
The Company is dedicated to protecting its employee’s rights and interests, and it strictly complies with labor-related laws and regulations in all locations where we operate. The Company follows the Universal Declaration of Human Rights, ILO Declaration on Fundamental Principles and Rights at Work, The United Nations Global Compact_10 principles etc. The Company aligns its actions with the Responsible Business Alliance Code of Conduct (RBA) and treats all workers, including regular, contract and temporary employees with dignity and respect etc. The Company established human rights management policy and specific project. For a more detailed introduction, please refer to the Company's official website at: https://www.ite.com.tw/tw/esg/ Workplace/HumanRightsandC ommunication |
There were no material differences. |
||
| (2) Has the Company established and implemented reasonable employee benefit measures (including compensation, leave, and other benefits), and are operational performance and results appropriately reflected in employee compensation? |
V | 1.The Company provides comprehensive compensation and welfare policy, including employee compensation, workplace diversity and equality, vacation system, each payment or subsidy in cash. The Company adheres to the concept of sharing profits with its employees, so as to attract, retain, cultivate, and encourages excellent employees. For a more detailed introduction, please refer to the Company's official website at: https://www.ite.com.tw/tw/es g/Workplace/professionalism |
There were no material differences. |
||
| g/Workplace/professionalism |
- 31 -
| Items for evaluation | Implementation Status | Implementation Status | Implementation Status | Any variance from theCorporate Sustainable DevelopmentBest Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance |
||
|---|---|---|---|---|---|---|
| Yes | No | Summary | ||||
| 2. The ratio of male to female colleagues in each job category is as follows: |
||||||
| Job category | Male | Female | ||||
| Management | 18.97% | 2.90% | ||||
| Non- management |
62.05% | 16.07% | ||||
| 3. The Company provides competitive salary, compensation, and benefits. In addition to the fixed salary, the Company adheres to the spirit of profit sharing, and sets aside no less than 8% as employee compensation and operating bonus according to the profit status every year, which links the individual performance of the employee so as to encourage employees to continue to innovate and work as a team. Every year, we take into account the overall economic indicators and market salary and compensation levels to make appropriate salary adjustments so as to ensure that employee efforts and achievements can be instantly rewarded. |
||||||
| (3) Has the Company provided a safe and health work environment for the employees, and provided education on labor safety and health regularly? |
V | 1. The Company is an IC design company without production lines. In order to ensure the safety and health of the working environment for employees, regular environmental monitoring is conducted, maintenance and testing of fire protection systems are performed, and public safety inspections of buildings are carried out; access control is available in all office areas, and colleagues must carry access control cards to scan for entry and exit; special applications are required for confidential |
There were no material differences. |
- 32 -
| Items for evaluation | Implementation Status | Any variance from theCorporate Sustainable DevelopmentBest Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance |
||
|---|---|---|---|---|
| Yes | No | Summary | ||
| and controlled areas, where entry can only be allowed after approval by the supervisor. Fire and disaster prevention drills are held every 6 months; new recruits are scheduled to attend occupational safety and health training courses; and employee health examinations are performed every year. 2. The Company achieves ISO 45001 Occupational Health and Safety Management System certification on Jan. 2023. (Expiry date: Dec. 06, 2025) 3. There is no occupational accident occurs during the current fiscal year up to the date of publication of the annual report. 4. There is no fire accident occurs during the current fiscal year up to the date of publication of the annual report. |
||||
| (4) Has the Company established the training program for the effective planning of career development for the employees? |
V | The Company provides comprehensive education and training programs to assist employees in improving their work performance, enhancing professional capabilities and realizing their personal potential, thereby advancing a win-win strategy for corporate development and self-directed lifelong learning. The summary of the Company's training implementation and specific plans please refer to “Implementation status of advanced studies and training” of this annual report, and disclose in the annual ESG report. |
There were no material differences. |
|
| (5) Does the Company comply with laws, regulations, and international standards when managing customer health and safety, customer privacy, and marketing and labeling of products and services, etc. ? Has the |
V | The products sold by the Company are component parts of consumer products; although no consumer rights and interests policy is formulated, the quality of the products is ensured through |
There were no material differences. |
- 33 -
| Items for evaluation | Implementation Status | Implementation Status | Implementation Status | Any variance from theCorporate Sustainable DevelopmentBest Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance |
|---|---|---|---|---|
| Yes | No | Summary | ||
| Company established a policy and complaint procedure to protect consumer or client rights? |
the control of the production process. With regard to the customer complaint channel, the Company regularly conducts customer satisfaction surveys to understand the products and services provided by the Company and to improve the quality of the Company's after-sales services. The Company is currently in compliance with relevant regulations and international standards in terms of marketing and labeling of the products and services. |
|||
| (6) Has the Company established a supplier management policy that requires suppliers to comply with regulations on environmental protection, occupational safety and health, and labor rights issues? Has the Company established an implementation method for such? |
V | The Company implements environmental protection policies, and requires that all raw material suppliers abide by environmental protection requirements under the contracts so as to jointly improve environmental protection. The Company regularly audits its suppliers. If any violation of environmental laws and regulations is found, the Company will issue a warning and demand improvement within a deadline. In case of severe violations, the Company will no longer cooperate with the supplier. |
There were no material differences. |
|
| 5. Does the Company refer to internationally standards/guidelines in the preparation of its reports, such as CSR reports, that disclose non-financial information? Has the Company obtained a third-party verification or assurance opinion on previously-disclosed reports? |
V |
The Company prepares the ESG Report in accordance with the GRI standards voluntarily, and discloses implementation performance, corporate governance, environmental protection, and social inclusion. The ESG report has not been assured or verified by a third party. |
There were no material differences. |
|
| 6. If the Company has formulated its own CSR Best Practice Principles in accordance with the CSR Best- Practice Principles for TWSE/TPEx Listed Companies, specify the differences between its implementation andthePrinciplesformulated:No occurrenceas such. |
- 34 -
| Items for evaluation | Implementation Status | Implementation Status | Implementation Status | Any variance from theCorporate Sustainable DevelopmentBest Practice Principles for TWSE/TPEx Listed Companies, and the reason for any suchvariance |
|---|---|---|---|---|
| Yes | No | Summary | ||
| 7. Other important information for understanding the Company’s ESG operations: Please refer to the company's official website for details:https://www.ite.com.tw/zh-tw/csr |
- 35 -
Climate-Related Information
1. Implementation of Climate-Related Information
| Climate-Related Information 1. Implementation of Climate-Related Information |
|
|---|---|
| Item | Implementation status |
| 1. Describe the board of directors' and management's oversight and governance of climate-related risks and opportunities. |
The Board of Directors is the highest level climate monitoring unit of climate change management, being responsible for reviewing climate-related risks and opportunities execution report to ensure the effectiveness of management system. The Sustainability Committee comprises representatives from each department, to discuss the impact of climate-related risks and opportunities, and report the execution result to the Board of Directors annually. The Board of Directors reviews response strategies and provides instructions. |
| 2. Describe how the identified climate risks and opportunities affect the business, strategy, and finances of the business (short, medium, and long term). |
To keep tabs on the impact of climate-related risks and opportunities for the company, ITE plans to re-assess the potential impacts and the strategy and goals of climate-related risks every three years. This allows for the re-evaluation of potential impacts and the development of appropriate response strategies and goals. The identification result of climate-related risks and opportunities: 1. Energy-Saving design: Collaborate with leading manufacturers to develop product specifications and participate in international organizations and associations to anticipate future trends and capitalize on market opportunities. Implement advanced processes to reduce energy consumption and enhance product competitiveness. 2. Renewable energy: Rent and install solar panels, and assess the renewable energy usage status. 3. Corporate climate information disclosure: Establish a comprehensive GHG inventory procedure, and obtain third-party verification and statement. |
| 3. Describe the financial impact of extreme weather events and transformative actions. |
Traditional lighting has replaced with energy-saving LED. |
| 4. Describe how climate risk identification, assessment, and management processes are |
Regularly identify, assess, and manage climate change risks through a standardized process, and report the updated schedule annually. The annual results will be reported to the Board of Directors and disclosed to the ESG report. |
- 36 -
| Item | Implementation status |
|---|---|
| integrated into the overall risk management system. |
|
| 5. If scenario analysis is used to assess resilience to climate change risks, the scenarios, parameters, assumptions, analysis factors and major financial impacts used should be described. |
Referring to the methodology of Shared Socioeconomic Pathways (SSP) of the Intergovernmental Panel on Climate Change (IPCC) Sixth Assessment Report (AR6) will be disclosed in the 2023 ESG Report. |
| 6. If there is a transition plan for managing climate- related risks, describe the content of the plan, and the indicators and targets used to identify and manage physical risks and transition risks. |
1.Energy-Saving Design: Each business dept. has progressively towards low-power consumption and energy-saving design, and reduces energy consumption based on customer’s energy-saving product requirements. 2.Renewable Energy: The evaluation and planning for the operation of renting and installing solar panels on the top floor of HQ have been completed. Construction is expected to start in 2025. 3.Corporate Climate Information Disclosure: In response to the sustainable development roadmap for listed companies, ITE plans to replace GHG emissions byself-inventorywith third-partyverification by2025. |
| 7. If internal carbon pricing is used as a planning tool, the basis for setting the price should be stated. |
Not using internal carbon pricing as a planning tool yet. |
| 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. |
1.Climate Target With the base year of 2020, the climate target is to achieve a 5% reduction in GHG emissions by 2025. The project is to replace the old office lamps in all offices with energy-saving LED. Project schedule: From 2024 to 2025, in all offices. One office has been replaced in 2024. 2. Rent and install solar panels on the top floor of HQ in 2025, and evaluate and plan for related operations. |
| 9. Greenhouse gas inventory and assurance status and reduction targets, strategy, and concrete actionplan |
Additional information is to be provided in ' Greenhouse gas inventory and assurance status for the most recent 2 fiscal years ' and ' reduction targets, strategies, and specific action plans. |
-
37 -
-
Greenhouse Gas Inventory and Assurance Status for the Most Recent 2 Fiscal Years
(1) Greenhouse Gas Inventory Information
Greenhouse Gas Inventory Information Describe 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.
- 2023 Total Approximate Emissions: 1,400 ( tCO2e ) ; Emission Intensity: 0.22 ( tCO2e/million revenue )
2024 Total Approximate Emissions: 2,535 ( tCO2e ) ; Emission Intensity: 0.38 ( tCO2e/million revenue )
-
Scope of Data Coverage
-
2023: The inventory covered Scope 1 and Scope 2 GHG emissions, along with their respective emission sources, for all office operations located in Taiwan.
-
2024: The GHG inventory covered Scope 1 and Scope 2 emissions from all office operations in Taiwan, and was further expanded to include selected Scope 3 categories, included upstream transportation of goods, employee commuting, business travel, purchased goods and services, fuel- and energy-related activities not included in Scope 1 or Scope 2, as well as waste treatment and transportation. Additionally, the organizational boundary was extended to the subsidiary office in Shenzhen, covering Scope 1 fugitive emissions, Scope 2 emissions, and Scope 3 emissions from employee commuting.
(2) Greenhouse Gas Assurance Information
Describe 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 emission data is self-assessed and has not been verified by a third party. Third-party verification is expected to be completed in 2025
3. Greenhouse Gas Reduction Targets, Strategy, and Concrete Action Plan
Specify the greenhouse gas reduction base year and its data, the reduction targets, strategy and concrete action plan, and the status of achievement of the reduction targets.
Not applicable
-
38 -
-
(6) The state of the company’s performance in the area of ethical corporate management, any variance from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance:
| Items for evaluation | Implementation Status | Any variance from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance |
||
|---|---|---|---|---|
| Yes | No | Summary | ||
| 1. Establishment of ethical corporate management policies and programs (1) Has the Company established an ethical corporate management policy that has been approved by the Board of Directors, and clearly stated the ethical corporate management policy and practices, as well as the commitment of the Board of Directors and the top management to actively implementing the management in the Articles of Incorporation and external documents? |
V |
The Company has established Operating Procedures and Code of Conduct for Ethical Corporate Management |
There were no material differences. |
|
| (2) Has the Company established a mechanism to assess unethical conduct risks? Does that Company regularly analyze and evaluate the business activities within its scope of business that have a higher risk of unethical conduct? Has the Company accordingly formulated a plan to prevent unethical conduct, covering at a minimum the preventive measures for the acts mentioned in Article 7-2 of the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies? |
V |
Such rules are stipulated in the Company’s Operating Procedures and Code of Conduct for Ethical Corporate Management. The Company’s management advocates from time to time at meetings and education and training sessions how to prevent unethical conduct, in the hope that all employees will abide by relevant laws and regulations and implement ethical corporate management. |
There were no material differences. |
- 39 -
| Items for evaluation | Implementation Status | Any variance from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance |
||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (3) Whether the Company has stipulated the operating procedures, conduct guidelines, disciplinary actions against violations as well as grievance system in the plan to prevent unethical conducts, implemented the execution thereof, and regularly reviewed and revised the aforementioned plan? |
V |
The Company’s Operating Procedures and Code of Conduct for Ethical Corporate Management stipulate that the Company’s colleagues shall not directly or indirectly provide, promise, request, or receive any improper benefits during the process of executing the business. |
There were no material differences. |
|
| 2. The Materialization of Ethical Management (1) Has the Company evaluated the record on ethical practices of its counterparties, and has specified the clause of business ethic in the agreements binding the Company and its counterparties? |
V | When the Company evaluates its trading partners, it examines the following to understand their ethical corporate management conditions: 1. Their country, place of business operation, organization, and place of payment. 2. Whether an ethical corporate management policy is formulated. 3. Whether the place of business operation and business operations are at high risk of corruption. 4. Their state of business operations and goodwill. When the Company signs a contract with others (primarily procurement and quality contracts), it needs to fully understand the counterparty's ethical corporate management status, and incorporate ethical corporate management related matters in the contract: 1. Suppliers shall never request employees of the Company or their relatives or friends to offer any bribes and engage in any bribery or provide other improper benefits, nor shall they directly or indirectly pursue private ends for employees of the Company or their relatives or friends. 2. The Company’s employees shall never request that suppliers offer or accept any bribes or other improper benefits,norshallthey directly or |
There were no material differences. |
- 40 -
| Items for evaluation | Implementation Status | Implementation Status | Implementation Status | Any variance from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance |
|---|---|---|---|---|
| Yes | No | Summary | ||
| indirectly pursue private ends for themselves or their relatives or friends. Suppliers shall report to the relevant Company personnel immediately upon learning of such violation, and provide relevant evidence thereof. |
||||
| (2) Has the Company established a dedicated unit under the Board of Directors to promote ethical corporate management, and to report to the Board of Directors on a regular basis (at least once a year) regarding ethical corporate management policies and plans, in order to prevent unethical conduct and to monitor their implementation? |
V |
The Company's human resources department is a dedicated unit, responsible for the revision and implementation of the Company's Operating Procedures and Code of Conduct for Ethical Corporate Management, and reports the implementation status to the Board of Directors every year. The implementation status for 2024 was reported to the Board of Directors on February 21, 2025. |
There were no material differences. |
|
| (3) Has the Company mapped out the policy for the avoidance of the conflict of interest and has provided suitable channels for such purpose, and properly pursued the policy? |
V |
Such rules are stipulated in Article 10 of the Company’s Operating Procedures and Code of Conduct for Ethical Corporate Management. |
There were no material differences. |
|
| (4) Has the Company established an effective accounting system and internal control system for the implementation of ethical corporate management? Has the internal auditing unit prepared an audit plan based on the assessment results for unethical conduct risks, and checked compliance with the unethical conduct prevention plan accordingly, or appointed a CPA to conduct the audit? |
V |
The Company has established an effective accounting system and internal control system, and revised such systems in a timely manner according to regulatory changes and practical requirements; internal auditors conduct regular checks to ensure the effectiveness of system implementation and control as well as to achieve effective corporate governance and risk control. |
There were no material differences. |
|
| (5) Has the Company organized internal and external training on ethical management? |
V | The Company’s management advocates from time to time at meetings and education and training sessions on how to prevent unethical |
There were no material differences. |
- 41 -
| Items for evaluation | Implementation Status | Any variance from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance |
||
|---|---|---|---|---|
| Yes | No | Summary | ||
| conduct, in the hope that all employees will abide by relevant laws and regulations, thus implementing ethical corporate management. In 2024, the total hours related to integrity management training were 12 hours, and total of 24 people participated in the courses. |
||||
| 3. The reporting system of the Company in action (1) Has the Company established a reporting and reward system and the channels for facilitating the report on unethical practices, and has appointed designated personnel to handle the subject of reporting? |
V |
Such rules are stipulated in Article 19 of the Company’s Operating Procedures and Code of Conduct for Ethical Corporate Management. |
There were no material differences. |
|
| (2) Has the Company created a standard operating procedure (SOP) for the investigation of reported matters, follow-up measures to be taken after the completion of the investigation, and relevant confidentiality mechanisms? |
V |
Such rules are stipulated in Article 19 of the Company’s Operating Procedures and Code of Conduct for Ethical Corporate Management. |
There were no material differences. |
|
| (3) Has the Company taken protection measures to protect the informant from improper treatment after reporting on unethical practices? |
V | The Company is responsible for maintaining informant confidentiality and protecting them from being improperly treated as a result of reporting. |
There were no material differences. |
|
| 4. Enhancing Information Disclosure Has the Company disclosed the content of Ethical Corporate Management Best Practice Principles and the result at its official website and MOPS? |
V | The Company has formulated the Operating Procedures and Code of Conduct for Ethical Corporate Management. For more details, please refer to the Company’s website. https://www.ite.com.tw/tw/esg/gover nance/Integrity/Integrity |
There were no material differences. |
|
| 5. If the Company has established performance of good-faith management best practice principles based on “Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies”, please describe any discrepancy between the principles and their implementation: There were no material differences. |
- 42 -
| Items for evaluation | Implementation Status | Implementation Status | Implementation Status | Any variance from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance |
|---|---|---|---|---|
| Yes | No | Summary | ||
| 6. Other vital information that helps to understand the practice of ethical management of the Company (e.g., the review and amendment to the Ethical Corporate Management Best Practice Principles of the Company): None |
-
(7) Other important information to enhance the understanding of the Company’s corporate governance implementation: None
-
43 -
-
(8) Implementation Status of Internal Control System:
-
A. Internal Control System Statement
ITE Tech. Inc.
Internal Control System Statement
Date: February 21, 2025
With regard to the 2024 internal control system, the Company declares the following based on the selfevaluation findings:
-
The Company is fully aware that establishing, implementing, and maintaining an internal control system are the responsibility of its Board of Directors and managerial officers. The Company has established such a system to provide reasonable assurance for attaining the aims of the effectiveness and efficiency of business operations (including profits, performance, safeguarding of asset security, etc.); reliability, timeliness, transparency of reporting; and compliance with the governing laws and regulations.
-
An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system provides assurance to the aforementioned aims only to a reasonable extent. Moreover, due to changes of environments and circumstances, the effectiveness of an internal control system may change accordingly. Nevertheless, the internal control system of the Company is equipped with a self-monitoring mechanism, and the Company takes corrective actions as soon as any fault is identified.
-
The Company determines the design and operating effectiveness of its internal control system in accordance with the determining factors provided in the Regulations Governing the Establishment of Internal Control Systems by Public Companies (hereinafter referred to as the “Regulations”). The internal control system determining factors specified in the Regulations divide an internal control system into five elements based on its management: 1. Control Environment, 2. Risk Assessment, 3. Control Operations, 4. Information and Communications, and 5. Monitoring. Each element further contains several items. Refer to the Regulations for the aforementioned items.
-
The Company has adopted the aforementioned internal control system determining factors to examine the design and operating effectiveness of its internal control system.
-
Based on the findings of the evaluation mentioned in the preceding paragraph, the Company deems that the internal control system as of December 31, 2024 (including supervision and management of subsidiaries), which encompass internal controls for knowledge of the accomplishment degree of operating effectiveness and efficiency, reliability, timeliness, transparency of reporting, and compliance with the governing laws and regulations, are effectively designed and implemented, and reasonably assure accomplishment of the abovementioned aims.
-
This Statement constitutes the main content of the Company’s annual report and prospectus, and will be made public. Any wrongful act pertaining to falsification or concealment involving the above public declaration will be subjected to legal liabilities under Articles 20, 32, 171, and 174 of, and other regulations relating to, the Securities and Exchange Act.
-
This Statement was approved by the Board Meeting of the Company held on February 21, 2025, where none of the seven directors (note) expressed dissenting opinions, and all consented to the content of this Statement.
-
Note: One of the independent directors did not attend in person and authorized another independent director to consent to this statement on her behalf.
ITE Tech. Inc.
Chairman: Vincent Hu President: Mason Tung
-
44 -
-
B. If a CPA is appointed to review the internal control system, the review report shall be disclosed: N/A
-
(9) Major resolutions of the Shareholders’ Meeting and the Board in the most recent year to the date this report was printed:
| Name of Meeting |
Date | Important Resolutions |
|---|---|---|
| Shareholders’ Meeting |
May 28, 2024 |
1. Recognition of 2023 Business Report and Financial Statements. 2. Recognition of 2023 Earnings distribution. |
| Board of Directors |
February 23, 2024 | 1. The amount of director remuneration and employee compensation for the year 2023 2. Recognition of 2023 Business Report and Financial Statement 3. Recognition of 2023 Earnings distribution 4. Cash Dividend from Capital Surplus 5. The date and agenda of the 2024 General Shareholders’ Meeting. 6. Appointed Ernst & Young Accounting Firm to provide attestation for the Company's 2024 financial statements |
| Board of Directors |
May. 7, 2024 | 1. Recognition of 2024Q1 Financial Statements. 2.Issuance of Sustainability Report 3. Revision of the company's "Board of Directors Rules of Procedure" 4. Revision of the company's "Organizational Rules of the Audit Committee" |
| Board of Directors |
Aug. 06, 2024 | 1. Recognition of 2024Q2 Financial Statements 2. Approval the matters for issuance the Employee Restricted Shares of 2023 |
| Board of Directors |
Nov.05, 2024 | 1. Recognition of 2024Q3 Financial Statements 2. Audit Plans of 2025 3. Approval the provision rate of employee compensation of 2024。 4. Revision of the company's "Code of Governance Practice" 5. Formulate the company's "Sustainability Report Preparation and Verification Operating Procedures 6.Revisions of the company's "Internal control system" &"Internal audit system" 7. Approval the appointment of New President |
| Board of Directors |
February 21, 2025 | 1. The amount of director remuneration and employee compensation for the year 2024 2. Recognition of 2024 Business Report and Financial Statement 3. Recognition of 2024 Earnings distribution 4. Cash Dividends Distribution from Capital Surplus 5. Appointed Ernst & Young Accounting Firm to provide attestation for the Company's 2025 financial statements 6. Revisions of "Articles of Incorporation" 7. The date and agenda of the 2025 General Shareholders’ Meeting |
The implementation status of important resolutions adopted at the 2023 General Shareholders’ Meeting :
There were no discussion items at 2024 General Shareholder’s meeting
-
45 -
-
(10) In the most recent year to the date adverse opinion from directors or supervisor over important resolution of the Board in the most recent year until the day the Annual Report was printed with records or written declaration, and the contents of such opinion:
The directors and independent directors of the Company held the same opinion on important resolutions passed by the Board of Directors.
4. Disclosure of the CPAs’ fee
The amount of audit and non-audit fee paid to the CPA, CPA firm, and its affiliates and content of non-audit service should be disclosed:
| Amount unit:NT$1,000 | Amount unit:NT$1,000 | Amount unit:NT$1,000 | Amount unit:NT$1,000 | Amount unit:NT$1,000 | Amount unit:NT$1,000 | Amount unit:NT$1,000 |
|---|---|---|---|---|---|---|
| Accounting Firm |
Names of CPAs | CPA Audit Period |
Audit Fee | Non-audit Fee(Note) |
Total | Remark |
| Ernst & Young |
Hu, Shen-Chieh | 2024/01/01 |
2024/12/31 |
2,850 | 601 | 3,451 |
| Hsu, Hsin-Min |
Note : Non-audit Fee: tax compliance audit, transfer pricing report and the filing for the issuance of restricted stocks for employees, etc.
-
(1) If there is a change in the accounting firm, and the auditing fees paid for the fiscal year in which the change took place are lower than those paid for the fiscal year immediately preceding the change, the amount and reason for the reduction in audit fees shall be disclosed: Not applicable
-
(2) When the audit fees paid for the current fiscal year are lower than those paid for the immediately preceding fiscal year by 10% or more, the amount and percentage of and reason for the reduction in audit fees shall be disclosed: Not applicable
5. Changes of CPA
-
(1) Information on replacement of certified public accountant: Not applicable
-
(2) Regarding the successor certified public accountant: Not applicable
-
Where the company's chairman, president, or any manager in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its certified public accountant or at an affiliated enterprise of such accounting firm, the name and position of the person, and the period during which the position was held, shall be disclosed.
None
-
In the most recent year to the date this report was printed, directors, supervisors, managerial officers and the shareholders holding more than 10% of the shares in the transfer of shares and pledge of shares under lien, and any change thereof.
-
46 -
-
(1) Changes in shareholdings of directors, supervisors, managerial officers and major shareholders
Unit: Share
| Unit: Share | Unit: Share | ||||
|---|---|---|---|---|---|
| Title | Name | 2024 | As of Mar. 28, 2025 | ||
| Increase (decrease) in No. of Shares |
Increase (decrease) in No. of Pledged Shares |
Increase (decrease) in No. of Shares |
Increase (decrease) in No. of Pledged Shares |
||
| Chairman(CTO) | VincentHu | (15,000) | -- | - | -- |
| Director | UMC | -- | -- | -- | -- |
| Director | H.Y Lin | (210,000) | -- | -- | -- |
| IndependentDirector | Yi TsungHuang | -- | -- | -- | -- |
| IndependentDirector | Steven Hsu | -- | -- | -- | -- |
| IndependentDirector | Robert Chen | -- | -- | -- | -- |
| IndependentDirector | FantineLee | -- | -- | -- | -- |
| President | Mason Tung | 100,000 | |||
| General Manager | Lawrence Liu (note) |
(110,000) | -- | -- | -- |
| General Manager | Joseph Huang | 80,000 | |||
| General Manager | KeMingLin | 80,000 | -- | -- | -- |
| Senior Vice General Manager |
P.Y Chang | 50,000 | -- | -- | -- |
| Vice General Manager | Chien Chung Hsiao |
60,000 | -- | -- | -- |
| Vice General Manager | Jason Tsai | 35,000 | -- | -- | -- |
| Vice General Manager | Yumin Lee | 40,000 | -- | -- | -- |
| Vice General Manager | Arix Huang | -- | -- | -- | -- |
| Vice General Manager | Sander Kao | (26,241) | |||
| Financial Director | Alice Hsu | 11,000 | -- | -- | -- |
Note : Lawrence Liu retired on December 31, 2024.
-
(2) Information on transfer of equity interest: none
-
(3) Information on pledge of equity interest: none
-
47 -
-
Information on shareholders among the top 10 by shareholding ratio who are related parties to one another or spouse, kindred within the 2nd degree of kinship
| kinship | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Name | Own shareholdings | Shares Held by Spouse & minor children |
Shares held through nominees |
If there are related parties, spouses, kindred within the 2nd degree of kinship among the top 10 shareholders, give the names and affiliations of such shareholders |
Remark | ||||
| shares | % | shares | % | shares | % | Title (Name) |
Relation | ||
| UMC (Jia Cong Hong) | 13,959,978 | 8.40 | -- | -- | -- | -- | -- | -- | -- |
| Taipei Fubon Commercial Bank Co., Ltd. In Custody for Fuh Hwa Taiwan Technology Dividend Highlight ETF |
5,953,000 | 3.58 | -- | -- | -- | -- | -- | -- | -- |
| Chand Hwa Commercial Bank, Ltd in custody for Yuanta Taiwan High-yield Leading Company Fund |
3,310,000 | 1.99 | -- | -- | -- | -- | -- | -- | -- |
| Mercuries Life Insurance Co., Ltd. (Zhao Xi Weng) |
2,700,000 | 1.62 | -- | -- | -- | -- | -- | -- | -- |
| Citibank in custody for Norges Bank | 2,098,828 | 1.26 | -- | -- | -- | -- | -- | -- | -- |
| Standard Chartered Bank in Custody for Advanced Starlight Fund Series – Advanced International ETF Investment Account |
2,032,399 | 1.22 | -- | -- | -- | -- | -- | -- | -- |
| Standard Chartered Bank in Custody for Mizuho Securities Investment Account |
1,953,000 | 1.17 | -- | -- | -- | -- | -- | -- | -- |
| J.P. Morgan in Custody for Vanguard Emerging Markets Stock Index Fund |
1,899,000 | 1.14 | -- | -- | -- | -- | -- | -- | -- |
| HSBC Bank (Taiwan) Limited in Custody for Cambria Emerging Shareholder Yield ETF |
1,800,295 | 1.08 | -- | -- | -- | -- | -- | -- | -- |
| Vincent Hu | 1,780,361 | 1.07 | -- | -- | -- | -- | -- | -- | -- |
- Quantity of shareholdings of the same investee by the Company and Directors, Supervisors, Managerial Officers, and direct or indirect subsidiaries in proportion to the combined holdings of all, and combined to calculate the proportion of overall shareholding.
| 9. Quantity of shareholdings of the same investee by the Company and Directors, Supervisors, Managerial Officers, and direct or indirect subsidiaries in proportion to the combined holdings of all, and combined to calculate the proportion of overall shareholding. |
9. Quantity of shareholdings of the same investee by the Company and Directors, Supervisors, Managerial Officers, and direct or indirect subsidiaries in proportion to the combined holdings of all, and combined to calculate the proportion of overall shareholding. |
9. Quantity of shareholdings of the same investee by the Company and Directors, Supervisors, Managerial Officers, and direct or indirect subsidiaries in proportion to the combined holdings of all, and combined to calculate the proportion of overall shareholding. |
9. Quantity of shareholdings of the same investee by the Company and Directors, Supervisors, Managerial Officers, and direct or indirect subsidiaries in proportion to the combined holdings of all, and combined to calculate the proportion of overall shareholding. |
9. Quantity of shareholdings of the same investee by the Company and Directors, Supervisors, Managerial Officers, and direct or indirect subsidiaries in proportion to the combined holdings of all, and combined to calculate the proportion of overall shareholding. |
9. Quantity of shareholdings of the same investee by the Company and Directors, Supervisors, Managerial Officers, and direct or indirect subsidiaries in proportion to the combined holdings of all, and combined to calculate the proportion of overall shareholding. |
9. Quantity of shareholdings of the same investee by the Company and Directors, Supervisors, Managerial Officers, and direct or indirect subsidiaries in proportion to the combined holdings of all, and combined to calculate the proportion of overall shareholding. |
|---|---|---|---|---|---|---|
| December 31,2023 Unit: Share | ||||||
| Investee (Note) |
Investment made by the Company |
Investment made by directors, supervisors, managerial officers and direct or indirect subsidiaries |
Combined investment | |||
| Number of shares |
Shareholding ratio |
Number of shares |
Shareholding ratio |
Number of shares |
Shareholding ratio |
|
| Emright Technology Co., Ltd. | 4,176,800 | 30.15% | -- | -- | 4,176,800 | 30.15% |
Note: The company adopts the equity method to recognize the investment profit and loss of the Investee.
- 48 -
III. Capital Overview
1. The Company's capital and shares
(1) Sources of Capital Stock
A. Formation process of capital stock
Unit: Thousand share; NT$1,000 (Except for the price at issuance)
| Period | Price at issuance (NT$) |
Authorized capital stock |
Authorized capital stock |
Paid in capital | Paid in capital | Remark | Remark | Remark |
|---|---|---|---|---|---|---|---|---|
Number of shares |
Amount | Number of shares |
Amount | Sources of Capital Stock (Shares) |
Property other than cash is paid by subscribers |
Other |
||
| June 2017 | 10 | 250,000 | 2,500,000 | 161,374 |
1,613,743 | Employee restricted shares cancellation: 35,000 |
None | June28, 2017- Letter No. Chu-shang-tzu-ti- 1060017299 |
| March 2018 |
10 | 250,000 | 2,500,000 | 161,321 |
1,613,213 | Employee restricted shares cancellation: 3,000 |
None | March 8, 2018- Letter No. Chu-shang-tzu-ti- 1070007213 |
| May 2018 | 10 | 250,000 | 2,500,000 | 161,275 |
1,612,753 | Employee restricted shares cancellation: 46,000 |
None | May 17, 2018- Letter No. Chu-shang- tzu-ti-1070014422 |
| August 2018 |
10 | 250,000 | 2,500,000 | 161,250 |
1,612,508 | Employee restricted shares cancellation: 24,500 |
None | August 17, 2018- Letter No. Chu-shang- tzu-ti-1070024113 |
| November 2018 |
10 | 250,000 | 2,500,000 | 161,240 |
1,612,403 | Employee restricted shares cancellation: 10,500 |
None | November 20, 2018- Letter No. Chu-shang- tzu-ti-1070033261 |
| March 2019 |
10 | 250,000 | 2,500,000 | 161,107 |
1,611,073 | Employee restricted shares cancellation: 133,000 |
None | March 8, 2019- Letter No. Chu-shang-tzu-ti- 1080006252 |
| May 2019 | 10 | 250,000 | 2,500,000 | 161,093 |
1,610,933 | Employee restricted shares cancellation: 14,000 |
None | May 28, 2019- Letter No. Chu-shang-tzu-ti- 1080014642 |
| November 2019 |
10 | 250,000 | 2,500,000 | 161,080 |
1,610,801 | Employee restricted shares cancellation: 13,200 |
None | November 28, 2019- Letter No. Chu-shang- tzu-ti-1080034324 |
| September 2024 |
10 | 250,000 | 2,500,000 | 166,035 |
1,660,351 | Employee restricted shares issuance: 4,955,000 |
None | September 12,2024- Letter No. Chu-shang- tzu-ti-1130029376 |
- 49 -
B. Type of Stock
Mar. 28, 2025
Unit: Share
| Type of Stock | Authorized shares capital | Authorized shares capital | Authorized shares capital | Remark |
|---|---|---|---|---|
| Outstandingshares | Unissued shares | Total | ||
| Registered common shares |
166,035,124 | 83,964,876 | 250,000,000 | -- |
-
C. Information related to shelf registration: Not applicable
-
(2) List of Major Shareholders
Mar. 28, 2025 Unit: Share
| Mar. 28,2025 | Unit: Share | ||
|---|---|---|---|
| Name of major shareholder | Representative | Shares | Shareholding ratio (%) |
| UMC | Jia CongHong | 13,959,978 | 8.40 |
| Taipei Fubon Commercial Bank Co., Ltd. In Custody for Fuh HwaTaiwan TechnologyDividendHighlightETF |
5,953,000 | 3.58 | |
| Chand Hwa Commercial Bank, Ltd in custody for YuantaTaiwan High-yieldLeading CompanyFund |
3,310,000 | 1.99 | |
| MercuriesLifeInsurance Co.,Ltd. | ZhaoXiWeng | 2,700,000 | 1.62 |
| Citibank incustodyforNorgesBank | 2,098,828 | 1.26 | |
| Standard Chartered Bank in Custody for Advanced Starlight Fund Series – Advanced International ETF InvestmentAccount |
2,032,399 | 1.22 | |
| Standard Chartered Bank in Custody for Mizuho SecuritiesInvestmentAccount |
1,953,000 | 1.17 | |
| J.P. Morgan in Custody for Vanguard Emerging Markets Stock Index Fund |
1,899,000 | 1.14 | |
| HSBC Bank (Taiwan) Limited in Custody for Cambria Emerging Shareholder YieldETF |
1,800,295 | 1.08 | |
| Vincent Hu | 1,780,361 | 1.07 |
-
(3) Dividend Policy and Implementation Status
-
Dividend Policy of the Company
The distribution of dividends to shareholders of the company can be paid in cash or shares. The policy of dividend distribution should reflect factors such as the current and future investment environment, fund requirements, domestic and international competition and capital budgets. And the dividends in cash shouldn't less than 30% of the distributable, as well as the interest of the shareholders, share bonus equilibrium and long-term financial planning etc. The Board of Directors shall make the distribution proposal annually and present it at the shareholders’ meeting.
According to the Company’s Articles of Incorporation, current year’s earnings, if any, shall be distributed in the following order:
-
I. Income tax obligation;
-
II. Offsetting accumulated deficits, if any;
-
III. Legal reserve at 10% of net income after tax;
-
IV. Allocation or reverse of special reserves as required by law;
-
V. After deducting the respective amount specified from item I to IV, at least 50% of the remaining earnings will be distributed, together with the undistributed earnings at the beginning of the period, and the capital surplus. However, if the total
-
50 -
distribution divided by all the issued shares is less than NTD 0.1 per share, all the remaining and surplus shall not be distributed.
- Report the dividend distribution of 2025 at this General Shareholders’ Meeting:
The cash dividend for 2025 has been approved by the Board of Directs, NT$8.5 per share from the earnings, and NT$0.5 per share from the capital surplus.
- (4) Effect upon business performance and earnings per share of any stock dividend distribution proposed or adopted at the most recent shareholders' meeting:
There is no stock dividend distribution proposed at this shareholders’ meeting.
-
(5) Employee, director and supervisor compensation
-
The percentage or scope of employee, director, and supervisor compensation in the Articles of Incorporation:
When the Company is operating profitably, the distribution of employee compensation and director remuneration shall be based on profitability. The so-called employee compensation shall not include routine/fixed salary, allowances, or bonuses. The so-called profitability shall refer to the benefits of the pre-tax benefits before the remuneration distribution is deducted. If the Company makes a profit in the current year, it shall appropriate 8% to 20% thereof for employee compensation; and then it may appropriate not more than 1% thereof for director remuneration. However, when the Company still has accumulated losses, it shall retain the amount required to make up for such losses and deduct such amount in advance before calculating such compensation and remuneration. In addition, the annual compensation and remuneration is a one-time distribution, which however may be paid in full at a single time or in installments.
Director remuneration is paid in cash, while employee compensation can be paid in cash or shares. “Employees” shall be defined as salaried employees who perform actual work, as well as formal salaried employees of domestic and foreign affiliated companies of which the Company directly holds 49% or more of shares; and consultants appointed by the Company required for its normally organized work; and otherwise directors who perform daily business operations or serve in full-time technical positions. When employee compensation is distributed, the intended distributee shall remain as the employee, unless it is due to the Company's recent initiative to transfer, lay off, or retire the employee.
- Basis for estimating the employee, director, and supervisor compensation amount, for calculating the number of shares to be distributed as employee compensation, and the accounting treatment of the discrepancy (if any) between the actual distributed amount and the estimated figure, for the current period:
The employee compensation recognized for the year 2024 was NT$222,060,268 and the director remuneration recognized was NT$16,603,512 which were estimated and recognized based on the percentage set in the Company's Articles of Incorporation (for the employee compensation, the percentage for such estimated recognition was 8%-20%; and for director remuneration, it was not more than 1%). If there is a difference between the actual distribution amount and the recognized amount, it shall be dealt with as a change in accounting estimates and recognized in the profit and loss for the year 2025.
-
Status of remuneration distribution approved by the Board of Directors:
-
(1) For the amounts of employee compensation and director and supervisor remuneration distributed in cash or by stocks, if they are different from the
-
51 -
recognized amount, the difference in the number, reason and handling status shall be disclosed:
The Board of Directors resolved on February 21, 2025 to distribute employee compensation of NT$222,060,268 in cash, as well as director remuneration in the amount of NT$16,603,512; said amounts were identical with the ones recognized by the Company.
-
(2) The amount of employee compensation distributed by stocks, and the ratio of such amount to the total amount of the net income after tax in the parent company-only financial report and total employee compensation for the current period: The Company does not distribute employee compensation via stock.
-
The actual distribution status of employee compensation as well as director and supervisor remuneration in the previous year (including the number of shares distributed, amount and price); where it was different from the employee compensation as well as director and supervisor remuneration recognized, the difference in the number, reason, and handling status shall be stated:
In 2024, the actual employee compensation distributed for the year 2023 was NT$216,072,171 and director remuneration was NT$16,108,012; said amounts were identical with the ones recognized by the Company.
-
(6) Repurchase of Company shares:
-
Completed execution: No occurrence as such for most recent year
-
Still under execution: none
2. Status of corporate bond
None
3. Status of preferred stocks
None
4. Status of overseas depository receipt
None
5. Status of employee stock options
None
- 52 -
6. Status of employee restricted share undertaking
- (1) Status of new employee restricted share undertaking
2025.03.28;share
| Status of new employee restricted share | undertaking 2025.03.28;share |
|---|---|
| Type of new restricted employee shares | The 1stof 2023 new restricted employee shares |
| Effective registration date and total number of shares |
2023.10.12 |
| Issue date | 2024.09.03 |
| Number of new restricted employee shares issued |
4,955,000 |
| Number of new restricted employee shares still available for issuance |
0 |
| Issueprice | 10 |
| Ratio of the number of new restricted employee shares issued to the total number of issued shares |
2.98% |
| Vesting conditions of the new restricted employee shares |
Employees who remain employed during the vesting period and achieved the personal performance criterion of ”good” (or above), and have no violation of work rules will receive the vesting shares by the portion of: 2 years:30% 3 years:30% 4 years:40% |
| Restrictions on rights in the new restricted employee shares |
Restricted rights include any rights to dispose of the stocks, including but not limited to free trading, transfer, pledge, mortgage, or donation. Other shareholder rights are not restricted. |
| Custody of the new restricted employee shares |
Currently held in custody by the Taiwan Depository & Clearing Corporation. |
| Treatment of the new restricted shares for which the grantee fails to meet the vesting conditions after receiving or subscribing to the shares |
Repurchased and canceled at a par value of NT$10 per share. |
| Number of new restricted employee shares that have been retired or bought back |
0 |
| Number of new restricted shares that have vested |
0 |
| Number of unvested new restricted shares | 4,955,000 |
| The ratio of the number of unvested new restricted shares to the total number of issued shares (%) |
2.98% |
| The effect on shareholders'equity | As of December 31, 2024, the fair value per share of the restricted employee stock issued was NT$135. After considering the turnover rate, the estimated amount to be expensed was NT$595,008 thousand, of which NT$68,260 thousand has already been expensed. |
- 53 -
(2) The managers as well as the names of the top ten employees granted with employee restricted shares
| Job title | Name | Number of shares subscriba ble from exercise of warrants granted (share) |
Ratio of the number of shares subscriba ble from the exercise of warrants granted to the total n umber of issue d shares |
Exercised | Exercised | Unexercised | Unexercised | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
Number of shares |
Exerci se price ($) |
Total exerci se price (K$) |
Ratio of the number of exercised shares to the total number of issued shares |
Number of shares |
Exercis e price ($) |
Total exercise price (K$) |
Ratio of the number of unexercis ed shares to the total number of issued shares(%) |
|||||
| Managerial officers | General Manager | Mason Tung | 465,000 | 0.28 | - | 10 | - | - | 465,000 | 10 | 4,650 | 0.28 |
| General Manager | Joseph Huang |
|||||||||||
| Senior vice General Manager |
P.Y Chang | |||||||||||
| Vice General Manager |
Ke Ming Lin |
|||||||||||
| Vice General Manager |
Yumin Lin | |||||||||||
| Vice General Manager |
Chien Chung Hsiao |
|||||||||||
| Vice General Manager |
Jason Tsai | |||||||||||
| Financial Director | Alice Hsu | |||||||||||
| Employees | Employee | YC Chou | 625,000 |
0.38 | - | 10 | - | - | 625,000 | 10 | 6,250 | 0.38 |
| Employee | Andrew Chang |
|||||||||||
| Employee | Clive Chang | |||||||||||
| Employee | Jun Hong Hsu |
|||||||||||
| Employee | Richard Guo |
|||||||||||
| Employee | Hope Chen | |||||||||||
| Employee | Albert Chen | |||||||||||
| Employee | Jau Chih Tseng |
|||||||||||
| Employee | Ruei Shiuan Tseng |
|||||||||||
| Employee | East Liu |
Note: The job title is based on the employee's job title at the time of receiving the restricted employee shares. Employees are listed in order of the number of strokes in their Chinese last name, not by the number of shares received.
-
54 -
-
Status of issuance of new shares due to merger and acquisition or acceptance of shares transferred by other companies
-
(1) If, during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, the company has completed any issuance of new shares in connection with a merger or acquisition or with the acquisition of shares of another company, the following matters shall be disclosed
-
A. The evaluation opinion prepared by the managing underwriter concerning the issuance of new shares in connection with a merger or acquisition or with the acquisition of shares of another company during the most recent quarter: None
-
B. The state of implementation during the most recent quarter. If the progress or benefits of such implementation did not meet the expected targets, the report shall provide a specific explanation of the impact on shareholders' equity and a plan for corrective actions: None
-
-
(2) If, during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, the board of directors has adopted a resolution approving the issuance of new shares in connection with a merger or acquisition or with the acquisition of shares of another company, the state of implementation and the basic identifying information of the company to be merged or acquired shall be disclosed: None
8. Implementation status of the financing plan
- (1) Descriptions of the plans
For the period as of the quarter preceding the date of publication of the annual report, for each uncompleted public issue or private placement of securities, and for issues or placements completed within the most recent three years but whose planned benefits have not yet materialized: None.
- (1) Status of implementation
For the purposes of the plans referred to in the preceding subparagraph, the status of implementation up to the quarter preceding the date of publication of the annual report and a comparison with the originally expected benefits shall be analyzed for each item: None.
- 55 -
IV. Operation Profile
1. Business Contents
(1) Business Scope
-
A. Main business contents
-
a. Electronics components manufacturing
Research, development, production, manufacturing, and sales of the following products:
-
(a) Various types of computers and arithmetic logic unit chipsets
-
(b) Super/special-purpose input and output integrated circuits and modules
-
(c) Highly integrated ICs
-
(d) Integrated circuits and system products for reduced instruction set computers and arithmetic logic units
-
(e) Integrated circuits and system products for data communications
-
(f) Integrated circuits and system products for digital TVs
-
(g) Integrated circuits and module products for flash memory control
-
(h) Integrated circuits and system products for multimedia applications
-
(i) Integrated circuits and module products for analog circuit applications
-
(j) Systems, as well as software and hardware integration services, for the aforementioned related products
-
b. International trade
Import and export trading related to the above products.
-
c. Information software services
-
d. Product designing
-
B. Percentage of revenue from main products
| ternational trade mport and export trading related to the above products. formation software services oduct designing ntage of revenue from main products |
ternational trade mport and export trading related to the above products. formation software services oduct designing ntage of revenue from main products |
ternational trade mport and export trading related to the above products. formation software services oduct designing ntage of revenue from main products |
|---|---|---|
| Unit: NT$1,000;% | ||
| Year Product |
2024 | |
| Sales Amount | Net Revenue(%) | |
| IC | 6,612,586 | 99.70 |
| Other | 19,992 | 0.30 |
C. Current product (service) items
The Company's main products are Super I/O control (SIO) ICs for desktop computers, embedded control (EC) ICs for notebook computers, high-speed audio-video interface related ICs, system on a chip (SoC), and other customized application chips.
-
D. New products planned to be developed
-
a. Desktop computer I/O control IC chips which support eRPMC functions with Intel chips, remote controls and security mechanisms and is designed with lower power consumption to make customer systems more energy-efficient
-
b. The Company will continue to develop products including low-power keyboard controller ICs, gaming notebook keyboard controller ICs, keyboard LED-lighting controller ICs, Chromebook keyboard controller ICs, Sensor Hub, high-speed audio-video interfaces signal
-
56 -
enhance IC and USB Type C controller chips for applications such as notebook, tablet PC, deformable tablet, AIO, education and industrial computers. The products have fully supported the latest Intel/AMD/ARM chips. Furthermore, the Company will continue to expand RISC-V EC to meet customer needs, and has actively arranged new platforms for the notebook (NB) market
-
c. USB Type C and high speed interface related products with over voltage protection and 15W power switch integrated
-
d. Continuously developing various types of high-speed image conversion chips to meet the diverse application needs in the market
-
e. High-performance human-machine interface system-on-chip (SoC) for home appliance
-
f. Automotive-grade SoCs
-
g. Continuously developing video conversion ICs and capture SoC solutions to meet the demand for 8K high resolution and high frame rate high-speed audio and video, in applications such as esports live streaming, live commerce, video conferencing, and professional audio and videos
(2) Industry overview
- A. Outlook for the global IC design industry
The outlook for the global semiconductor market from 2024 to 2025 shows a strong growth trend, particularly driven by the rebound in memory prices and the demand from AI. Taiwan’s semiconductor industry is set to face a new wave of development opportunities. According to forecasts from MIC of the Institute for Information Industry (III), Taiwan’s semiconductor industry output is expected to reach NT$4.76 trillion in 2024, with potential to exceed NT$5.5 trillion in 2025, representing year-on-year growth rates of 21.3% and 15.9%, respectively. This demonstrates that Taiwan's semiconductor industry is in a phase of rapid development.
According to predictions from the Industrial Technology Research Institute (ITRI), Taiwan’s IC design industry is projected to achieve an output value of NT$1.28 trillion in 2024, growing by 15%, and further increasing to NT$1.41 trillion in 2025. The widespread adoption of AI technology has greatly driven demand for IC design, especially in fields like AI smartphones, AI PCs, and high-performance computing (HPC). With the surge in demand for AI chips and specialized accelerators (such as GPUs and TPUs), IC designers must actively address the challenges of computational power and performance, balancing between high performance, low power consumption, and miniaturization.
AI edge products, such as AI PCs and AI smartphones, will become one of the key growth drivers in the market. MIC forecasts that by 2025, the global penetration rate of AI PCs will reach 16.8%, and that of AI smartphones will reach 25%. The rise of AI PCs and AI smartphones will not only drive demand for high-performance processors but also prompt upgrades in memory and cooling solutions. In particular, AI applications require DRAM with higher capacity and greater bandwidth to support compute-intensive tasks like large language models (LLMs).
Moreover, the popularization of AI edge products will trigger a new wave of hardware upgrades, further expanding demand in IC design, manufacturing, and packaging/testing sectors. The widespread adoption of AI smartphones and PCs is expected to push semiconductor technology toward Edge AI, reinforcing Taiwan’s key position in the global supply chain.
On the international front, Taiwan’s semiconductor industry faces two major challenges: USChina trade tensions and geopolitical uncertainties. Policies such as the US CHIPS Act and the EU Chips Act encourage localization and increased autonomy within the supply chain but also intensify competition in the international market, leading to profound impacts on the global semiconductor supply chain structure. Particularly in the Chinese market, due to the push for
- 57 -
domestic production policies, Taiwan’s semiconductor companies will face more competition from China. Maintaining competitiveness in such an environment will be a key issue for Taiwanese companies in the future.
Overall, Taiwan’s semiconductor market from 2024 to 2025 will enter a golden period driven by AI demand. From IC design to the development of products and the acceleration of technological innovation, Taiwan's semiconductor industry is at a critical stage of development, facing a more diversified set of challenges and opportunities. As international situations evolve and technology breakthroughs occur, Taiwan must remain agile in the global competition to continue leading the future of the global semiconductor industry.
B. Relevance among upstream, midstream and downstream industries
==> picture [468 x 94] intentionally omitted <==
==> picture [468 x 93] intentionally omitted <==
==> picture [468 x 94] intentionally omitted <==
C. Product development trend
In view of the development trend of ICT products, mobile products exhibited the most prosperous growth. The required specifications of mobile products cover low power consumption, low operating voltage, recharge ability and other functions with higher data processing capabilities, higher interface speed, larger memory, more complex algorithms, and more expansion interfaces.
-
D. Status of product competition
-
a. PC-related industries
ITE ranks among the top in terms of technology and global market share in SIO and EC chips. Additionally, ITE offers a range of USB-C products supporting USB3.2/USB4/TBT4/TBT5/QC4+/PPS/PD3.1, along with peripheral IC products for PCs, such as Bridge, Level Shift, and Mux, providing customers with more comprehensive solutions. By continuously releasing products that align with the technological evolution of mainstream platforms, and offering timely and efficient technical services, ITE has earned customer trust and maintained its market-leading position.
-
b. Video Link IC
-
58 -
With a wide variety of audio and video products in the market and numerous competitors, the demand for faster speeds and higher resolution displays and sound quality continues to rise. ITE, through its precise product strategy and market positioning, has earned high recognition from major global brand customers by meeting the high specifications and quality requirements.
- c. SoC for Human Machine Interface (HMI)
The demand for color screen applications in home appliances and automotive sectors continues to grow. As functional requirements increase, the competition in this field has also become more intense. The challenges are getting tougher and tougher. ITE’s SoC has a highperformance graphic engine and a high-speed CPU to meet the market's demand for multicolor and high-resolution display control and to address the challenges from market competitors.
-
(3) Technology and R&D Overview
-
A. Annual R&D expenses invested for the most recent years
| hnology and R&D Overview Annual R&D expenses invested for the most recent years |
hnology and R&D Overview Annual R&D expenses invested for the most recent years |
|
|---|---|---|
| Unit: | NT$1,000;% | |
| Item | 2023 | 2024 |
| R&Dexpenses | 977,680 | 1,067,693 |
| Net operatingrevenue | 6,276,443 | 6,632,578 |
| Percentage of R&D expenses accounting for net operatingrevenue(%) |
15.58 | 16.10 |
- B. Technology or product accomplishments in the most recent years
| Item | Results |
|---|---|
| System on a Chip (SoC) | SoCs that integrate high performance graphic engines with high-speed CPUs are widely used in smart home appliances, automotive dashboards, automotive HUD (Head-Up Display), and variousin-cardisplay applications. |
| USB 3.0 High Speed Video Capture SoC |
The USB 3.0 video capture SoC can be paired with HDMI 2.0 or AHD/SDI video reception ICs for applications such as video conferencing, Esports live streaming, live commerce, and automotive reverse cameras. The latest version includes a low-latency MJPEG encoder, enabling expansion into the latest4K60market applications. |
| Video Link Controller | VDMI 2.1、Type C、MIPI Converter IC. |
| Notebook EC | RISC-V, N8, 8051 EC. |
| Computer peripheral IC | USB-C PD ICs integrated with OVP function and 15W power switch, PCIE Gen-4 MUX, eSPI to LPC bridge IC, ARGB lighting control IC with I3C interface, Security control IC with on-chip ROM as the root of trust which is certified by CAVP of CSRC at NIST, Multi-function chip supporting CAN Bus and AIOT application,Level shift IC. |
-
(4) Long-term and short-term business development plans
-
A. Short-term plan
-
a. Maintain the market share of Super I/O and expand the market share of USB-C related products
-
b. Maintain the market share of EC both on Windows and Chromebook.
-
c. Continue to cultivate the ARM (Windows on ARM) based tablet PCs, and industrial computers
-
-
59 -
-
d. Expand the market of Keyboard & Lighting Controller ICs for gaming PC and NB
-
e. Expand the applications of lighting control ICs such as DRAM, SSD and cooling fans
-
f. Continue to expand and improve Sensor Hub product line for NB market
-
g. Expand various applications of EPD (e-paper) Hardware Timing Controller such as eReader, eNote, logistic box, patient care sign, transportation signage etc.
-
h. Develop high-speed audio-visual interface products for video conferencing, live game streaming and education related applications
-
i. Continuously focusing on the development of USB 3.0 high-speed image bridge SoC products for applications such as video conferencing, esports live streaming, and live commerce
-
j. Continuously focusing on the system-on-chip (SoC) development for the smart home appliance color display control market, while expanding adoption in automotive dashboards, automotive HUD, and other related markets
-
B. Long-term plan
-
a. Participate in the formulation of product specifications by leading manufacturers in a variety of product markets; make early investments and seize opportunities for market growth
-
b. Increase the level of product interoperability to meet customer one-stop shopping needs for the entire product line
-
c. Expand the applications of the current product lines into Server/IOT markets
-
d. Expand the applications of 32-bit high-end EC
-
e. Develop ASIC business with key customers
-
f. Establishing the ecosystem of ITE SoC development platform
2. Market, production and sales overview
-
(1) Market analysis
-
A. Main product sales regions
| production and sales overview t analysis in product sales regions |
production and sales overview t analysis in product sales regions |
production and sales overview t analysis in product sales regions |
production and sales overview t analysis in product sales regions |
|---|---|---|---|
| Unit: NT$1,000 | |||
| Year Sales area |
2024 | ||
| Amount | % | ||
| Domestic sales | 5,085,206 | 76.67 | |
| Export | Asia | 1,536,478 | 23.17 |
| Europe | 10,176 | 0.15 | |
| America | 718 | 0.01 | |
| Oceania | 0 | 0.00 | |
| Total | 6,632,578 | 100.00 |
B. Market share of main products
According to the market research report, the global shipments of desktop computers and notebook computers in 2024 are expected to be about 72 million units and 179 million units respectively. The Company's global market share in 2024 is estimated to be more than 40%.
-
C. Supply and demand status in the market and growth of major products in the future
-
a. Personal computer market
-
60 -
AI PCs are gradually driving a wave of device upgrades, and the global demand for PCs and notebooks is steadily growing. ITE adheres to the spirit of innovation and improvement in its main products, constantly evolving to meet the needs of customers and Intel/AMD platforms in order to increase its market share. In addition, the demand for the USB-C products that have been continuously invested in recent years has gradually increased in the market, which is expected to become a growth driver in the future.
- b. High-speed audio-video interface IC
With the extended demand due to the pandemic, educational and gaming products have gradually become mainstream market demands. Customers are also placing higher requirements on high-speed and high-resolution specifications. The shipment volume of high-end audio and video products is expected to gradually increase, and the high-speed audio and video conversion IC market will continue to grow.
-
D. Competitive niche
-
a. Long-term close cooperation with major manufacturers and key potential customers
-
b. Well-qualified technical personnel in R&D
-
c. Adoption of modular strategies to be able to flexibly adjust product design, which greatly shortens the product development cycle and creates competitive advantage
-
d. A well-experienced marketing team that can work out a complete system, planning in a timely manner according to customer needs
-
e. Collaborating with CPU and SoC vendors for reference design and platform development
-
f. The most comprehensive RTOS SoC development platform in the industry
-
E. Advantages and disadvantages in development prospects, and countermeasures for such
-
a. Advantages
-
(a) PC chipsets are designed with external I/O chips, and the I/O market continues to exist
-
(b) The development of gaming PC and Metaverse applications will increase the demand for personal computers and meet the requirements for scene-based applications
-
(c) With the help of the evolution of Intel/AMD chip platforms, opportunities for peripheral IC products other than SIO increase
-
(d) EC with USB-C integrated can stimulate demand for mid- to high-end NB product designs
-
(e) Gaming products with specifications such as 4K120 and 4K144 have already become mainstream. Our HDMI 2.1 and other series products are expected to have more sales opportunities, and our market share will gradually increase
-
(f) The video conferencing market has accelerated due to the pandemic, and is expected to stimulate the growing demand for integrated video capture cards
-
(g) The demand for color screen applications in home appliances and automotive interiors continues to rise
b. Disadvantages
- (a) The policy of the localization of the semiconductor industry in China
Countermeasures:
-
i. Continue to improve the competitiveness of existing products to maintain product market share
-
61 -
-
ii. Promote the newly developed products to explore more opportunities
-
(b) Facing low-price competition from domestic competitors, we will continue to face pressure to reduce product prices
Countermeasures:
-
i. Actively interact closely with customers, increase cooperative relations, strengthen service quality, and improve customer satisfaction
-
ii. Continue to carry out cost reduction and high-level IP integration so as to maintain market share
-
(c) Large companies actively adopt merger and acquisition strategies to expand product integrity and competitiveness
Countermeasures:
- i. Continue to seek complementary companies for strategic cooperation
- ii. Develop products for special niche markets suited to the Company's technologies, and avoid red ocean markets
-
(2) Important purpose and manufacturing process of main products
-
A. Important purpose of main products
The Company's PC product families are primarily used for the control and management of PC peripheral equipment, and high-speed audio-video interface product families are primarily used for audio-video equipment that requires high-speed data transmission and displays. In addition, SoC products are leading the way in their target markets, such as home appliances, automotive smart display and smart building markets.
- B. Manufacturing process
The Company is a professional IC design company. The entire production process is roughly divided into 4 parts:
-
a. IC design process
-
b. Wafer fabrication process
-
c. Die packaging process
-
d. Finished product testing process
The overall process is shown below. Within this, the wafer fabrication, die packaging, and finished product testing are outsourced to professional OEM factories; the Company is responsible for quality assurance and control.
- 62 -
Production Flow Chart
==> picture [407 x 437] intentionally omitted <==
----- Start of picture text -----
Product
A
Proposal
Mask
Product Planning
Manufacturing
Design
Wafer
Fabrication
Fail Simulation
and Review Chip
Packaging
Pass
Placement
and Route
Fail
Testing
Fail
DRC/LVS Scrapping
Pass
Pass Finished Products
A
----- End of picture text -----
a. IC design process
The logic and circuit design are conducted based on customer needs; the circuit is analyzed and simulated by utilizing CAD tools; and then it is made into a GDS file to be sent to the mask factory for mask manufacturing.
b. Wafer fabrication process
A set of masks is sent to the professional foundry house for the fabrication process after the mask factory finished mask manufacturing. With the use of each layer of the mask, the electrical characteristics are gradually fabricated on the wafer.
c. Die packaging process
Wafers that have completed the wafer process are sent to the professional packaging factory; IC packaging is completed according to the pin number and packaging type required by the customer.
-
63 -
-
d. Finished product testing process
Before finished products are shipped to customers, most importantly, they must pass final testing to confirm their electrical properties. Through the processes of die cutting, chip loading, wire bonding, sealing, stamping, slag removal, trimming, forming, electroplating, etc., the IC packaging is completed.
(3) Supply status of main raw materials
| Supplystatus of main | raw materials |
|---|---|
| Main rawmaterials | Mainsupplier |
| Wafer | UMC,He Jian Technology (SuZhou) Co.Ltd, WinbondElectronics Corp. |
| Packing | SPIL, ASE, Greatek, OSE, Cica-Huntek, Siliconware Technology (Suzhou) Limited |
| Testing | KYEC,YTEC,Greatek,Panther,Testar,OSE |
-
64 -
-
(4) The names of customers that have accounted for 10% or more of the total purchases (sales) in any of the most recent 2 years, their purchase (sale) amounts and percentages, and the reasons for their increases, decreases, or changes:
-
A. Information on major suppliers in the most recent 2 years
Unit: NT$1,000; %
| Unit: NT$1,000;% | Unit: NT$1,000;% | Unit: NT$1,000;% | ||||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2024 | |||||||
| Item | Name | Amount | Percentage of annual net purchases (%) |
Relationship with issuer |
Name | Amount | Percentage of annual net purchases (%) |
Relationship with the issuer |
| 1 | UMC | 635,243 | 55.64 | Director | UMC | 1,049,573 | 65.98 | Director |
| 2 | HeJian Technology (SuZhou) Co.Ltd |
364,527 | 31.93 | Other related party |
HeJian Technology (SuZhou) Co.Ltd |
380,834 | 23.94 | Other related party |
| 3 | Other | 141,987 | 12.43 | None | Other | 160,256 | 10.07 | None |
| Netpurchase | 1,141,757 | 100.00 | Netpurchase | 1,590,663 | 100.00 |
Note: The main raw material purchased by the Company is wafers.
B. Information on major customers in the most recent 2 years
Unit: NT$1,000; %
| Unit: NT$1,000; | Unit: NT$1,000; | Unit: NT$1,000; | ||||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2024 | |||||||
| Item | Name | Amount | Percentage of annual net sales (%) |
Relationship with the issuer |
Name | Amount | Percentage of annual net sales(%) |
Relationship with the issuer |
| 1 | Customer A | 2,503,598 | 39.89 | None | Customer A | 2,578,243 | 38.87 | None |
| 2 | Customer B | 1,427,601 | 22.74 | None | Customer B | 1,754,690 | 26.46 | None |
| 3 | Other | 2,345,244 | 37.37 | None | Other | 2,299,645 | 34.67 | None |
| Net sales | 6,276,443 | 100.00 | Net sales | 6,632,578 | 100.00 |
Note: The Company's operating revenue primarily consists of desktop computer I/O control ICs, notebook computer peripheral control ICs, and high-speed audio-visual interface ICs. The Company's sales to customers accounting for 10% or more of net sales in 2024 and 2023 accounted for 65.33% and 62.63%of the net operating revenue for the given year, respectively, which indicates a slight increase.
- 65 -
3. Information on employees as of the annual report printing date for the most recent 2 years
Unit: person; year; %
| Unit:person; year;% | ||||
|---|---|---|---|---|
| Year Item |
2023 | 2024 | As of annual report printing date |
|
| Number of employees |
Direct employees | 0 | 0 | 0 |
| Indirect employees | 197 | 199 | 202 | |
| R&Demployees | 242 | 249 | 250 | |
| Total | 439 | 448 | 452 | |
| Average age | 44.05 | 44.18 | 44.32 | |
| Average service seniority | 13.06 | 13.20 | 13.33 | |
| Level of education |
Doctorate | 0.91% | 0.89% | 0.88% |
| Master’s | 59.68% | 59.82% | 60.18% | |
| College and university | 38.50% | 38.40% | 38.06% | |
| Senior highschool | 0.91% | 0.89% | 0.88% | |
| Below senior high school | -- | -- | -- |
4. Information on environmental protection expenditures
-
(1) Describe the losses incurred by the Company due to environmental pollution as of the annual report printing date in the most recent year (including compensation and environmental protection audit results that find violations of environmental protection laws and regulations, in which case the date of disposition, the disposition case number, the violated articles of provisions, the violated content of provisions, and the content of the disposition shall be set forth), and disclose the estimated amount and corresponding measures that may occur at present and in the future: No occurrence of such.
-
(2) Future countermeasures and possible expenditures: The Company is a professional IC design company. Its business primarily focuses on IC R&D and design. The Company also entrusts integrated circuit manufacturers to fabricate wafers, and is not involved in pollution incidents that violate environmental protection regulations.
5. Labor-management relations
- (1) Current important labor-management agreements and implementation status
The Company’s personnel management rules are all formulated based on the Labor Standards Act and other laws and regulations. They also take account of relevant practices in the industry to provide competitive salary, welfare measures, safe and healthy working environments, and other measures so as to safeguard employee rights and interests as well as to retain excellent talents.
- A. Employee welfare measures
The Company provides welfare measures in accordance with the requirements set under the Labor Standards Act and other relevant regulations. It also provides diversified welfare measures for employee health and life-work balance. Examples include new year gift vouchers, birthday gift vouchers, childbirth cash gifts, wedding cash gifts, funeral condolence money, child education scholarships, club activities subsidies, tourism activities, new year company celebration activities, and other measures. There are facilities such as friendly sports and leisure areas, breastfeeding rooms, and staff restaurants in place as well. In addition to allowing employees and their family members to feel the Company’s care, we hope they can enjoy a balanced life between work and family.
-
B. Implementation status of advanced studies and training
-
66 -
In order to improve the quality of personnel, enhance their work skills, and strengthen overall competitiveness, ITE provides diversified learning resources to help employees further their professional capabilities and develop their potential.
-
a. Professional training: including professional courses, dedicated tutors for newcomers, OJT training, project training, etc.
-
b. Management training: including newcomer training, core competency training, supervisor training, etc.
-
c. Self-learning: including E-learning, lectures, club activities, etc.
-
C. Retirement system and implementation status
In order to take care of employee retirement and promote labor-management relations, the pension reserve has been set at 2% of total salaries since June 1996, deposited in a special account with Bank of Taiwan under the name of Labor Pension Reserve Supervisory Committee. The Labor Pension Act came into effect on July 1, 2005, which is a retirement system with a defined contribution plan. After the Act came into effect, employees may choose to apply the relevant pension regulations under the Labor Standards Act, or apply the pension system under the Act while retaining the seniority before applying to the Act. For employees who apply the new system, the Company will appropriate 6% of the employee's salary to the individual Bureau of Labor Insurance pension account in accordance with the law, and assist employees in processing voluntary contributions according to their wishes.
- D. Labor-management agreement and various measures to safeguard rights and interests
The Company values employee opinions and has a suggestion box in place. The Company regularly holds labor-management meetings and employee seminars to maintain sound labormanagement relations, as well as to safeguard rights and interests; in addition, in order to create a safe working environment that is a win-win for both labor and management, measures are taken that include arranging annual employee health examinations, organizing regular labor safety seminars, and holding disaster prevention and fire drills every 6 months.
- (2) Losses incurred due to labor disputes (including labor inspection results that find violations of the Labor Standards Act, in which case the date of disposition, the disposition case number, the violated article provisions, the violated provision content, and the content of the disposition shall be set forth) as of the annual report printing date for the most recent year, and disclosure of the estimated amount and corresponding measures that may occur at present and in the future. If such amount cannot be reasonably estimated, the fact thereof shall be stated.
The Company has a harmonious labor-management relationship, and it places relatively high emphasis on two-way communication with employees. There were no losses incurred due to labor disputes as of the annual report printing date for the most recent year.
6. Information security management
- (1) Information Security Organization
The Company has established a dedicated information security organization, consisting of one information security supervisor and two information security personnel. This team is responsible for the planning and execution of information security policies. Regular monthly meetings are held by the task force, with a total of 12 meetings conducted in 2024.
The core significance of the Company's information security strategy is to provide a stable and secure information system for the Company's operations to ensure the availability confidentiality,
- 67 -
integrity and availability confidentiality of information. Through the appropriate design of access rights, the establishment of active and passive defense systems and sufficient backup mechanisms to secure the Company's sustainable operations.
-
(2) Information Security Policy
-
A. The Company’s information security management regulations must comply with relevant regulations.
-
B. Establish a strict authority management mechanism, including rigorous password policies, proper access rights for network, information system and data to prevent unauthorized access and ensure the security of sensitive data.
-
C. Establish active and passive information security protection systems, such as firewalls, intrusion detection systems, anti-virus software, and vulnerability scanning systems to ensure the Company's operations and the availability, integrity, and confidentiality of important data.
-
D. Establish a backup mechanism for the Company's operating system to ensure the integrity and availability of the Company's operating data.
-
E. Formulate a disaster recovery plan with server virtualization and high availability mechanism and conduct regular drills to minimize the impact and losses of information security incidents.
-
F. Conduct information security drills and audits regularly to reduce the risks and strengthen response capabilities to information security incidents.
-
G. All employees of the Company are responsible for maintaining information security and complying with relevant information security regulations
-
(3) Management plan and resources invested in the security management of information security
The Company has established the following network environment and related information protection systems to maintain the normal operation of the information system for corporate operations
-
A. The Company has established the following network environments and related information protection systems and conduct regularly drills to maintain the normal operation of the Company’s information system.
-
B. Defense against network attack: The firewalls, intrusion detection systems and network detection and response systems are built into the network gateways to defend against malicious network attacks.
-
C. Security Information and Event Management (SIEM): Centralized collection, analysis, and management of network security events and log data to enhance the efficiency of threat detection. It leverages automation to improve the efficiency and reliability of network security.
-
D. Network access control: Network services (wired, wireless, VPN, and other connections) are established with strict identity verification mechanisms, and identity verification must be passed before network services can be used.
-
E. Anti-virus, anti-hacking, and anti-ransomware: Complete endpoint protection software is deployed on personnel computer equipment, and the computer virus and malware filtering mechanism is built into the mail gateway.
-
F. Social engineering drills: Regularly conduct phishing email test drills to improve employee security awareness.
-
G. Regular updating of security patch files for computer equipment: Security patch files are regularly delivered to computer equipment, to prevent security vulnerabilities.
-
H. Mail archive management: All emails can be stored for a long period of time under the
-
68 -
regulatory conditions, and they can also be quickly searched to find the key emails when necessary.
-
I. Disaster recovery mechanism for application servers: Establish a remote backup and disaster recovery mechanism to ensure that the Company can quickly resume operations in any disaster events.
-
J. Remote backup of information system data: Each office’s information system data is regularly backed up to network storage devices. The backup software also synchronizes a copy of the backup data to the Microsoft cloud service as remote backup.
-
K. Network backup: All important network nodes and backbones are equipped with backup mechanisms to avoid single points of failure causing connection interruptions. Disaster recovery drills are also conducted for network equipment every year, to ensure that recovery mechanisms are working normally.
-
L. OA system host virtualization: All important OA systems are virtualized and backed up regularly. If a system is failed, it can be quickly transferred and restored.
-
M. Uninterruptible Power System (UPS) for the computer room: All equipment in the computer room is connected to the UPS. The UPS equipment is installed in a controlled independent computer room, and is quarterly maintained by supplier.
The Company has not yet taken out information security insurance. In the future, it will evaluate the necessity of such insurance based on operational needs.
-
(4) Describe the losses and possible impacts incurred by the Company due to major information security incident, and the corresponding measures as of the annual report printing date in the most recent year. If such amount cannot be reasonably estimated, the fact thereof shall be stated: No such condition.
-
69 -
7. Important contract
| Nature of contract |
Parties | Contract start and end dates |
Main content |
Restriction clause |
|---|---|---|---|---|
| Tech authorization |
3Soft | 1996- permanent |
8042 8-bit microprocessor controller |
None |
| Tech authorization |
Flowring Technology | 2001- permanent |
Electronic sign-off system software |
None |
| Wafer fabrication |
UMC | 2001- Termination |
Foundry fabrication | None |
| Tech authorization |
Information Technology Total Services Co.,Ltd. |
2010- permanent |
Oracle enterprise operating system software |
None |
| Tech authorization |
Andes Technology | 2011-2026 | Authorized use of specific microprocessors |
None |
| Consultation | Dun&Bradstreet Int'l Ltd |
2014- Termination |
Multinational enterprise informationcertification |
None |
| Tech authorization |
Faraday Technology | 2015-2025 | Authorized use of 40nm circuit cell library |
None |
| Consultation | Lloyd`s Register Quality Assurance limited |
2016- Termination |
ISO9001: 2015 revision certification |
None |
| Tech authorization |
CAST, Inc. | 2018- permanent |
Authorized use of CAN Bus | None |
| Tech authorization |
Faraday Technology | 2018-2028 | Authorized use of 90nm USB 3.0 &DDR |
None |
| Tech authorization |
IC-CRYSTAL | 2019-2027 | Authorized use of specific microprocessors |
None |
| Tech authorization |
Faraday Technology | 2019-2029 | Authorized use of 40nm circuit cell library |
None |
| Tech authorization |
Faraday Technology | 2019-2029 | Authorized use of SoC and USB OTG |
None |
| Tech authorization |
Hardent Corporation | 2020- permanent |
Authorized use of VESA Decoder | None |
| Tech authorization |
Faraday Technology | 2021-2031 | Authorized use of USB 3.0 Dual role controller及40LP DDR2/3 ComboPHY |
None |
| Tech authorization |
Faraday Technology | 2022-2032 | Authorized to use 22nm USB 2.0 OTG & MIPI、USART IP |
None |
| Tech authorization |
Faraday Technology | 2022-2032 | Authorized to use16G SerDes PMA IP |
None |
| Consultation | Lloyd`s Register Quality Assurance limited (LRQA) |
2022-2025 | ISO14001&45001certification | None |
| Tech authorization |
Faraday Technology | 2023-2033 | Authorized to use USB 3.0 PHY and 40nm DDR3/2 Combo PHY IP |
None |
- 70 -
V. Review and analysis of financial status, financial performance,
and risks
1. Financial status
Unit: NT$1000
| Financial status | and | risks | Unit: NT$1000 | Unit: NT$1000 |
|---|---|---|---|---|
| Year Item |
2023 | 2024 | Variation | |
| Amount | % | |||
| Current assets | $5,461,806 | $6,306,305 | 844,499 | 15.46 |
| Property, plant and equipment |
662,142 | 646,120 | (16,022) | (2.42) |
| Intangible assets | 277,680 | 283,114 | 5,434 | 1.96 |
| Other assets | 1,812,603 | 1,566,414 | (246,189) | (13.58) |
| Total assets | 8,214,231 | 8,801,953 | 587,722 | 7.15 |
| Current liabilities | 1,604,290 | 1,915,548 | 311,258 | 19.40 |
| Non-current liabilities | 183,648 | 157,881 | (25,767) | (14.03) |
| Total liabilities | 1,787,938 | 2,073,429 | 285,491 | 15.97 |
| Equity attributable to owners of the parent |
6,426,293 | 6,728,524 | 302,231 | 4.70 |
| Capital stock | 1,610,801 | 1,660,351 | 49,550 | 3.08 |
| Capital reserve | 1,229,824 | 1,738,817 | 508,993 | 41.39 |
| Retained earnings | 3,086,392 | 3,615,533 | 529,141 | 17.14 |
| Other equity | 499,276 | (286,177) | (785,453) | (157.32) |
| Treasury shares | -- | -- | -- | -- |
| Non-controlling interest | -- | -- | -- | -- |
| Total equity | 6,426,293 | 6,728,524 | 302,231 | 4.70 |
| Analysis regarding changes of 20% or more from one period to the next where the amount of change was NT$10 million or more is given as follows: Capital reserve and other equity : mainly due to the issuance of Employee Restricted Shares and the decrease in unrealized gains on valuation of financial assets measured at fair value through other comprehensive income thisyear.. |
- 71 -
2. Financial performance
Unit: NT$1000
| Unit: NT$1000 | Unit: NT$1000 | |||
|---|---|---|---|---|
| Year Item |
2023 | 2024 | Variation | |
| Amount | % | |||
| Operating revenue | $6,276,443 | $6,632,578 | 356,135 | 5.67 |
| Operating gross profit | 3,424,001 | 3,689,072 | 265,071 | 7.74 |
| Operating profit | 1,762,655 | 1,834,532 | 71,877 | 4.08 |
| Non-operating revenue and expense |
165,904 | 147,408 | (18,496) | (11.15) |
| Net income before income tax | 1,928,559 | 1,981,940 | 53,381 | 2.77 |
| Net income from continuing operations for the current period |
1,587,808 | 1,626,631 | 38,823 | 2.45 |
| Loss from continuing operations | -- | -- | -- | -- |
| Net income (loss) for the period | 1,587,808 | 1,626,631 | 38,823 | 2.45 |
| Other comprehensive income for the period (Net of tax) |
412,255 | (148,094) | (560,349) | (135.92) |
| Total comprehensive income for the period |
2,000,063 | 1,478,537 | (521,526) | (26.08) |
| Net income attributable to owners of the parent |
1,587,808 | 1,626,631 | 38,823 | 2.45 |
| Net income attributable to non- controlling interest |
-- | -- | -- | -- |
| Total comprehensive income attributable to owners of the parent |
2,000,063 | 1,478,537 | (521,526) | (26.08) |
| Comprehensive income attributable to non-controlling interest |
-- | -- | -- | -- |
| Analysis regarding changes of 20% or more from one period to the next where the amount of change was NT$10 million or more is given as follows: Other comprehensive income for the current period (net after tax), Total comprehensive income for the period and Total comprehensive income attributable to owners of the parent : mainly due to the decrease in unrealized gains on valuation of financial assets measured at fair value through other comprehensive income this year. |
- 72 -
3. Cash flow
- (1) Explanation for analysis of cash flow changes in the recent most year:
Unit: NT$1000
| Unit: NT$1000 | Unit: NT$1000 | ||||
|---|---|---|---|---|---|
| Beginning of year cash balance (1) |
Annual net cash inflow from operating activities (2) |
Annual net cash outflow from investment and financing activities (3) |
Cash surplus (deficit) (1)+(2)- (3) |
Remediation measures against expected cash flow deficit |
|
| Investment plans |
Wealth management |
||||
| 3,297,069 | 1,384,468 | (1,168,991) | 3,512,546 | - | - |
| Analysis of changes in 2024 cash flow: | |||||
| 1. The net cash inflow from operating activities was primarily due to the operating profit this year. 2. The net cash outflow from investment and financing activities was primarily due to capital expenditures, the acquisition of financial assets measured at fair value through profit or loss and thepayment of cash dividends. |
-
The net cash inflow from operating activities was primarily due to the operating profit this year. 2. The net cash outflow from investment and financing activities was primarily due to capital expenditures, the acquisition of financial assets measured at fair value through profit or loss and the payment of cash dividends.
-
(2) Improvement plan for liquidity deficiencies: none
-
(3) Analysis of cash flow analysis for the next year
Unit: NT$1000
| Unit: NT$1000 | Unit: NT$1000 | ||||
|---|---|---|---|---|---|
| Beginning of year cash balance (1) |
Expected annual net cash inflow from operating activities (2) |
Expected annual net cash outflow from investment and financing activities(3) |
Cash surplus (deficit) (1)+(2)-(3) |
Remediation measures against expected cash flow deficit |
|
| Investment plans |
Wealth management |
||||
| 3,512,546 | 1,018,453 | (1,576,700) | 2,954,299 | - | - |
| 1. Analysis of changes in 2025 cash flow: (1) The net cash inflow from operating activities was mainly due to the expected operating profit. (2) The net cash outflow from investment and financing activities was mainly due to capital expenditures and expected distribution of cash dividends. 2. Remediation measures against expected cash flow deficit: Not applicable. |
- Impacts of major capital expenditures on finance and business in the most recent year
None
-
The annual report shall describe the company's investment policy for the most recent fiscal year, the main reasons for the profits/losses generated thereby, the plan for improving investment profitability, and investment plans for the coming year.
-
(1) Investment policy, primary reason(s) for profit or loss in the most recent year, and improvement plan: None.
-
(2) Investment plan for the coming year: None.
-
73 -
6. Risk management analysis and assessment
-
(1) Impact of interest rates, fluctuations in exchange rates, and inflation in the most recent year on the Company’s profit and loss, as well as future countermeasures:
-
A. Explain the impact of the foreign exchange gains and losses as well as interest income and expenses for the most recent 2 years on the Company's profit and loss
- a. The Company's foreign exchange gains and losses as well as interest income and expense for the most recent 2 years
| expense for the most recent 2 years | ||
|---|---|---|
| Unit: NT$1000 | ||
| Item | 2023 | 2024 |
| Foreign exchangegains or(losses) (A) | (3,062) | 15,379 |
| Financial assets measured at amortized cost- Interest income or expense(B) |
29,946 | 49,998 |
| Operatingrevenue(C) | 6,276,443 | 6,632,578 |
| Operating profit(D) | 1,762,655 | 1,834,532 |
| A/C | -0.05% | 0.23% |
| A/D | -0.17% | 0.84% |
| B/C | 0.48% | 0.75% |
| B/D | 1.70% | 2.73% |
Source: 2023 and 2024 consolidated financial report audited and attested by the CPAs.
- b. Impact of inflation in the most recent year on the Company's profit and loss:
No significant impact.
-
B. The Company's specific measures in response to fluctuations in foreign exchange rates, interest rates and inflation
-
a. As a portion of product sales are in U.S. dollars, in order to reduce the impact of fluctuations in foreign exchange rates on profits, an agreement had been reached with major purchasers to pay for purchases in U.S. dollars starting from September 1999.
-
b. The Handling Procedures for Engaging in Derivatives Transactions are formulated as the basis for engaging in foreign currency exchange rate hedging instruments, so as to reduce the impact of fluctuations in foreign exchange rates on profits.
-
c. Information is collected on fluctuations in foreign exchange rates and interest rates on a daily basis, to allow taking appropriate response measures in a timely manner.
-
-
(2) Policies for engaging in high-risk, high-leverage investments, loans to others, endorsements, and derivative transactions, the main reason for profit or loss, and future countermeasures:
The Company does not engage in high-risk and high-leverage investments, nor does it loan funds to others, nor provide endorsements and guarantees. The Company has formulated the Operating Procedures for Loaning Funds to Others, and the Operational Guidelines for Providing Endorsement and Guarantee, for compliance. The amount of the pre-sold foreign exchange forward contract is based on the Company's monthly fund requirements and positions for each currency; the risk of each transaction shall be, in principle, no more than US$100,000 at any time based on the profit and loss assessment, which is also used as the stop loss target. The total amount of contracts for which the Company may engage in derivative transactions is limited to no more than 30% of the paid-in capital, and contract losses as a whole are limited to no more than 3% of the paid-in capital.
-
74 -
-
(3) Future R&D plans and estimated investment in R&D expenses:
-
A. Future R&D plan: For detailed information, please refer to 5. Operation Overview - new products planned to be developed.
-
B. Estimated investment in R&D expenses: There shall be no need for the Company, except for major changes in technology, to further invest a large amount of funds in research and development. The estimated investment in research and development expenses this year is NT$1,045,040,000.
-
(4) Impact of important domestic and foreign policies and legal changes on the Company's finances and business, as well as countermeasures:
All businesses of the Company are handled in accordance with the laws and regulations of the competent authority. As of the printing date of the annual report, the Company’s finances and business have not been affected by major domestic or foreign policies or legal changes.
- (5) Impact of technological changes and industrial changes on the Company’s finances and business as well as countermeasures:
The company pays attention to changes in technology and industry at any time, evaluates its possible impact, and then proposes corresponding response strategies. And also strengthen the protection capabilities of various information security to ensure the continuous of the company’s business.
- (6) Impact of changes in the corporate image on corporate crisis management, as well as countermeasures:
Integrity is the first priority of the corporate image, and there shall be no pursuit of unlawful private interests. The Company takes such value as the Company’s most important principle, which is manifested in its culture as well as in its Articles of Incorporation. Therefore, ethical corporate management has become the essence of the Company.
-
(7) Expected benefits, possible risks, and corresponding measures for engaging in mergers and acquisitions: There are currently no mergers or acquisitions in process, and therefore this does not apply.
-
(8) Expected benefits, possible risks and corresponding measures for plant expansion: None
-
(9) Risks faced due to purchases or sales concentration, as well as countermeasures:
-
A. The Company’s main raw material is wafers. Since major domestic wafer foundries are run by TSMC and UMC, most domestic IC design companies generally have their purchases concentrated in a specific wafer foundry. In consideration of fabrication process technology, quality yield rate, coordinated scheduling of delivery, and other factors, the Company has for the time being established long-term and stable strategic partnerships with UMC and He Jian Technology (Suzhou) Co., Ltd, which can appropriately diversify risks, meet market demand during peak seasons, and allow company growth in the future.
-
B. The Company’s operating revenue is primarily from computer peripheral control ICs and high-speed audio-visual interface related ICs. The transaction counterparts are primarily well-known domestic and foreign manufacturers. The risk of sales concentration is not high. In the future, the Company will continue to expand into new markets and develop new customers, so as to reduce the ratio of shipments to a single customer.
-
(10) Directors, supervisors, or major shareholders holding 10% or more of the shares; the impact, risks and countermeasures of the Company's massive transfer or replacement of shares: None
-
75 -
-
(11) Impact, risks and countermeasures for changes in management rights on the Company: None
-
(12) For litigation or non-litigation matters, the names of the Company, its directors, supervisors, president, substantive responsible person, major shareholders holding more than 10% of the shares, and affiliated companies that have been rendered a final and binding judgement or that involve in a pending major litigation, non-litigation or administrative litigation case shall be set out; where the results thereof may have a significant effect on shareholder equity or securities prices, such facts at issue, the amount of the subject matter, the start date of the litigation, the main parties involved, and the handling status as of the annual report printing date shall be disclosed: None.
-
(13) Other important risks and countermeasures: None.
7. Other important matters
None
- 76 -
VI. Special Disclosure
1. Information Regarding the Company’s Affiliated Enterprises
-
(1) Consolidated Business Report of Affiliated Enterprises
-
A. Organizational chart of the company's Affiliated Enterprises
==> picture [133 x 96] intentionally omitted <==
----- Start of picture text -----
ITE Tech. Inc.
ITE Tech.(Shenzhen) Inc.
100.00%
----- End of picture text -----
- B. The name, date of establishment, address, paid-in capital and main business items of each affiliate
Profiles of the Company's affiliated companies
Unit: NT$1000
| Unit: NT$1000 | ||||
|---|---|---|---|---|
| Name of enterprise | Date of establishment |
Address | Paid-in Capital |
Main business or production items |
| ITE Tech.(Shenzhen) Inc. | August 30, 2006 |
Note | 19,671 (US$600,000) |
Technical consultation and services for integrated circuit electronicproducts |
Note: Rm816, Vanke Fuchun Dongfang Building ,NO.7006,Shennan Avenue, Futian District, Shenzhen
-
C. Where it is presumed to have a controlling and subordinate relationship, matters in accordance with Article 369-3 of the Company Act shall be disclosed: None
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D. Business services provided by Affiliated Enterprises: Please refer to the aforementioned “the name, date of establishment, address, paid-in capital and main business items of each affiliated company” for details.
-
E. Profiles of Directors, Supervisors and Presidents of the Company's Affiliated Enterprises
Unit: US$1,000; share;%
| Unit: US$1,000;share;% | Unit: US$1,000;share;% | |||
|---|---|---|---|---|
| Name of enterprise | Title | Name or Representative | Sharesheld | |
| Number of shares |
Shareholding ratio (%) |
|||
| ITE Tech. (Shenzhen) Inc. |
Director | Mason Tung (Representative of ITE Tech. Inc.) |
(Note) | (Note) |
Note: The shareholding is not applicable for foreign-invested enterprises.
- 77 -
F. Operation overview of the Company's Affiliated Enterprises
As of December 31, 2024
| As of December 31, 2024 | As of December 31, 2024 | As of December 31, 2024 | As of December 31, 2024 | As of December 31, 2024 | As of December 31, 2024 | As of December 31, 2024 | As of December 31, 2024 | As of December 31, 2024 |
|---|---|---|---|---|---|---|---|---|
| Unit: NT$1,000,except EPS Name of enterprise Capital Total assets Total liabilities Net Worth Operating revenue Operating profit Net income aftertax Earnings Per Share ITE Tech. (Shenzhen)Inc. 19,671 (US$600,000) 13,665 11,171 2,494 39,527 148 351 (Note) |
||||||||
| Name of enterprise |
Capital | Total assets |
Total liabilities |
Net Worth |
Operating revenue |
Operating profit |
Net income aftertax |
Earnings Per Share |
| ITE Tech. (Shenzhen)Inc. |
19,671 (US$600,000) |
13,665 | 11,171 | 2,494 | 39,527 | 148 | 351 | (Note) |
Note: The shareholding is not applicable for foreign-invested enterprises.
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G. Major changes in business methods or business content: None.
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(2) Consolidated Financial Statements of Affiliated Enterprises:
-
Please refer to https://www.ite.com.tw/en/investor/financial/report.
2. Status of private placement of securities
None.
-
Acquisition or disposal of The Company’s shares by subsidiaries
-
None.
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Other necessary supplementary notes
None.
- Event regulated in Article 36-3-2 of the Securities and Exchange Act that will materially affect shareholder’s equity or the share price
None.
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REPRESENTATION LETTER
The entities included in the consolidated financial statements as of December 31, 2024 and for the year then ended prepared under the International Financial Reporting Standards, No.10 are the same as the entities to be included in the combined financial statements of the Company, if any to be prepared, pursuant to the Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises (referred to as “Combined Financial Statements”). Also, the footnotes disclosed in the Consolidated Financial Statements have fully covered the required information in such Combined Financial Statements. Accordingly, the Company did not prepare any other set of Combined Financial Statements than the Consolidated Financial Statements.
Very truly yours,
ITE Tech. Inc.
Chairman: Vincent Hu February 21, 2025
ITE Tech. Inc.
Person in Charge: Vincent Hu