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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

==> picture [339 x 103] intentionally omitted <==

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

  1. 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]

  1. 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

  1. 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

  1. 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

  1. Overseas securities Dealers and methods to inquire about Overseas securities: Not applicable

  2. 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

  1. 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,

  • (1) The annual revenue was NT$66.32 billion, increasing by 5.67% compared to the previous year.

  • (2) The annual gross profit margin was 55.62%, an increase of 1.96% from the previous year.

  • (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

  • (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.

  • (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.

  • (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

  • (1) Continue developing key technologies and introducing new manufacturing processes to strengthen technology strategy and further reduce costs.

  • (2) Actively explore innovative applications and design new products with customization, high value, and growth potential.

  • (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

  • 2 -

II. Corporate Governance Report

  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

  2. (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
  • 5 -

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.

  • 6 -

(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.

  • 8 -

2. Remuneration paid to general directors, independent directors, supervisors, president and vice presidents

  • (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)
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:

  1. 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:

  2. (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.

  3. (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

  4. 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:

  5. (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.

  6. (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

  7. 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".

  1. 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:

  2. (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.

  3. (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.

  4. (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:

  1. Formulate or revise the internal control system in accordance with the provisions in Article 14-1 of the Securities and Exchange Act.

  2. Assess the effectiveness of the internal control system.

  3. 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.

  4. Matters involving the personal interest of directors.

  5. Transactions on material assets or derivative commodities.

  6. Material monetary loan, endorsement, or provision of guarantee.

  7. The offer, issuance or private placement of securities of equity nature.

  8. The appointment, discharge or remuneration of certified public accountants.

  9. The appointment and discharge of the head of finance, accounting, or internal audit.

  10. Financial report for each Quarter.

  11. Other matters stipulated by the competent authority as the functions and powers of this Committee.

  12. 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
  • 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

  1. The avoidance of the conflict of interest by the Independent Directors on related motions: There was no proposal involving interests of independent directors.

  2. Communications between independent directors, the Company’s Chief Internal Auditor and CPAs:

  3. (1) Communications between independent directors, the Company’s Internal Auditor and CPAs

    1. 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.

    2. 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.

  4. (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.
  • 22 -
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.
  1. 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.

  1. 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.

  2. 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
  1. 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.

  2. Implementation of customer related policies: Remain stable and good relationships with customers.

  3. 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. (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:

  1. 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.

  2. Regularly evaluating and determining the compensation and remuneration of directors, Audit Committee members and managers.

  3. A. Information on the members of the Compensation and Remuneration Committee

  4. 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:
  1. 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.

  2. 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.
  1. 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.

  2. 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.

  3. (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:

  4. 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.

  1. 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 )

  1. Scope of Data Coverage

  2. 2023: The inventory covered Scope 1 and Scope 2 GHG emissions, along with their respective emission sources, for all office operations located in Taiwan.

  3. 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:

  1. 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.

  2. 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.

  3. 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.

  4. The Company has adopted the aforementioned internal control system determining factors to examine the design and operating effectiveness of its internal control system.

  5. 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.

  6. 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.

  7. 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.

  8. 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

  1. 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.

  2. 46 -

  3. (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 -- -- -- -- -- -- --
  1. 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.

  1. 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.

  1. 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.

  1. Status of remuneration distribution approved by the Board of Directors:

  2. (1) For the amounts of employee compensation and director and supervisor remuneration distributed in cash or by stocks, if they are different from the

  3. 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.
  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 the payment of cash dividends.

  2. (2) Improvement plan for liquidity deficiencies: none

  3. (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.
  1. Impacts of major capital expenditures on finance and business in the most recent year

None

  1. 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.

  2. (1) Investment policy, primary reason(s) for profit or loss in the most recent year, and improvement plan: None.

  3. (2) Investment plan for the coming year: None.

  4. 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

  • 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.

  • G. Major changes in business methods or business content: None.

  • (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.

  1. Acquisition or disposal of The Company’s shares by subsidiaries

  2. None.

  3. Other necessary supplementary notes

None.

  1. 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.

  • 78 -

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