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REXON — Annual Report 2024
May 23, 2025
51841_rns_2025-05-23_0f7b296e-a300-4150-9cbf-030614d96d8a.pdf
Annual Report
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Stock Code: 1515 Annual Report inquiry website: http://mops.twse.com.tw Company: http : //www.rexon.net
Rexon Industrial Corp., Ltd. 2024 Annual Report
Integrity Stability Growth
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Printed on April 2, 2025
I. Spokesperson and Deputy Spokesperson of the Company:
Spokesperson: Tank Chuang Title: Vice President Tel.: (04)2491-4141 Ext. 6711 Email: [email protected] Deputy Spokesperson: Hsu Sen-Yuan Title: Director Tel.: (04)2491-4141 Ext. 6777 Email: [email protected]
II. Address and Telephone Number of the Head Office, Branch and Factory
Address of head office: No. 261, Renhua Rd., Dali Dist., Taichung City Tel.: (04)24914141
Branch: None Address of factory: No. 261, Renhua Rd., Dali Dist., Taichung City Tel.: (04)24914141
III. Stock Transfer Agency:
Name: Transfer Agency Department, CTBC Bank Co., Ltd. Address: 5F., No. 83, Sec. 1, Chongqing S. Rd., ZhongzhengDist., Taipei City 100 Website: https://www.ctbcbank.com Tel.: (02) 6636-5566
IV. CPAs for the Financial Reports in the Most Recent Year
Name of CPA: Chen Cheng-Hsueh, Chang Tzu-Hsin Name of CPA firm: KPMG Taiwan Address: 68F., No. 7, Sec. 5, Xinyi Rd., Taipei City 11049 (Taipei 101) Website: http://www.kpmg.com.tw/ Tel.: (02) 8101-6666
V. Names of the Exchanges Where Our Securities Are Traded Offshore, and the Methods with Which the Information of the Offshore Securities Is Accessed: None
VI. Company Website:
Company: http://www.rexon.net
Table of Contents
| One. 2024 | Business and Financial Reports of the Company .................................................................................. 1 |
|---|---|
| Two. Corporate Governance Report ................................................................................................................................. 3 | |
| I. | Information on directors, supervisors, President, Vice President, Director, |
| and department and branch heads ............................................................................. 3 | |
| II. | Remuneration to directors, supervisors, President and Vice President in the |
| most recent year .............................................................................................................. 12 | |
| III. | Status of corporate governance ................................................................................ 16 |
| IV. | Information on CPA professional fees ..................................................................... 47 |
| V. | Information on change of CPAs ................................................................................. 47 |
| VI. | CPA firm or its affiliates at which the Company’s President, General |
| Manager, or managerial officers responsible for financial or accounting | |
| matters ever served as an employee in the most recent year ........................ 48 | |
| VII. | Details of equity transferred or pledged by directors, supervisors, |
| managerial officers, or shareholders with more than 10% ownership | |
| interest in the most recent year up to the publication date of the annual | |
| report. Where the counterpart involved in the transfer or pledge of equity | |
| is a related party, the name of such counterpart, his/her relations with the | |
| Company, directors, supervisors, managerial officers, or shareholders with | |
| more than 10% ownership interest, and the number of shares acquired or | |
| pledged must be disclosed.......................................................................................... 49 | |
| VIII. | Relationship information, if any one of the 10 largest shareholders is a |
| related party, or is the spouse or a relative within the second degree of | |
| kinship with another shareholder: ............................................................................ 49 | |
| IX. | The total number of shares and total equity stake held in the same investee |
| by the Company, its directors and supervisors, managerial officers, and any | |
| companies controlled either directly or indirectly by the Company ........... 50 | |
| Three. Offering of Securities ............................................................................................................................................. 51 | |
| I. | Capital and share ............................................................................................................. 51 |
| II. | Issuance of corporate bonds ....................................................................................... 54 |
| III. | Issuance of preferred shares ....................................................................................... 54 |
| IV. | Issuance of overseas depositary receipts ............................................................... 55 |
| V. | Employee share subscription warrants ................................................................... 55 |
| VI. | Issuance of new shares in connection with mergers or acquisitions or with |
| acquisitions of shares of other companies ............................................................ 55 | |
|---|---|
| VII. | Implementation of the Company’s capital utilization plans ........................ 56 |
| Four. Operational Overview .............................................................................................................................................. 58 | |
| I. | Business contents ............................................................................................................ 58 |
| II. | Overview of market and production/sales ............................................................ 64 |
| III. | Employees .......................................................................................................................... 72 |
| IV. | Information on environmental protection expenses ......................................... 72 |
| V. | Labor-management relationship............................................................................... 74 |
| VI. | Cyber security management ....................................................................................... 80 |
| VII. | Important contracts: ....................................................................................................... 82 |
| Five. | Review and Analysis of Financial Status and Operational Results, and Risk Assessment .. 83 |
| I. | Financial status ................................................................................................................. 83 |
| II. | Financial performance ................................................................................................... 84 |
| III. Cash flow .................................................................................................................................... 84 | |
| VI. The Impact of major capital expenditures in the most recent year on finance | |
| and business ...................................................................................................................... 85 | |
| V. The reinvestment policy for the most recent year, the main reasons for the | |
| profit/loss generated thereby, the improvement plan, and the investment | |
| plan for the coming year .............................................................................................. 85 | |
| VI. | Risk management and assessment .......................................................................... 85 |
| VII. | Other important matters .............................................................................................. 87 |
| Six. Special Items ................................................................................................................................................................... 88 | |
| I. | Information on affiliated companies........................................................................ 88 |
| II. | Private placement of securities in the most recent year up to the publication |
| date of the annual report ............................................................................................. 90 | |
| III. | Other necessary supplementary explanations .................................................... 90 |
One. Letter to Shareholders
One. 2024 Business and Financial Reports of the Company
Dear shareholders,
The war, geopolitics, U.S. economic recession, Rate cuts and the U.S. election and other factors in 2024 resulted in weak demand, high stock quantity and decreased demand. Despite the challenging business environment, we operated prudently and steadily and persisted in the core value of our fundamental business by manifesting our competitive advantages and operating our business firmly.
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I. Business results in 2024
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(I). Implementation status of the business plan The consolidated operating revenue in 2024 was NT$6,099,286 thousand with a decrease of NT$609,175 thousand (9.08%) in comparison with the amount of NT$6,708,461 thousand in 2023. The consolidated net profit after tax in 2024 was NT$319,012 thousand with earnings per share of about NT$1.76.
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(II). Implementation status of budgets
Since we did not make 2024 publication of financial forecasts, no budget implementation status needs to be disclosed.
- (III). Analysis of financial expenditure and profitability
Item |
2023 2024 |
2023 2024 |
|
|---|---|---|---|
| Financial structure(%) |
Debt to assets ratio % | 58.51 46.18 |
|
| Solvency (%) | Current ratio % | 99.98 109.15 |
|
| Quick ratio % | 85.08 93.29 |
||
| Profitability (%) | Return on assets(%) | 3.97 4.06 |
|
| Return on equity (%) | 8.48 8.18 |
||
| Earnings per share (NTD) (currentperiod) |
1.70 | 1.76 |
(IV) R&D status
As for machine tools, we continued to innovate and used patents to provide products that exceeded the customer’s expectations. The diversification of the product mix was achieved through the model of brand and retailer strategy alliances and the interactions among places of origin. As for fitness devices, we accelerated the development of new products and increased the items to meet the quick-changing and multiple demands of the customers. We grew together with them and pursued high quality to their satisfaction. As for new business, we used our core technologies in line with the market trend and grasped the opportunity to develop product areas for our new business.
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II. Summary of the 2025 Business plan
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(I) Operating guidelines and important policies
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1 -
One. Letter to Shareholders
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Create the best benefit for related parties with sustainable operations as the goal.
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Provide premium products and services for brand customers with our leading electromechanical technique.
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Grasp the philosophy of getting to the bottom of matters and continual improvement to achieve lean manufacturing and management.
(II) Business expectations and critical production/marketing policies
The global economy and market supply and demand will remain uncertain in 2025. The management team of the Company will uphold our corporate culture of “Integrity, Stability and Growth” and create competitive differentiation with total lean management and technical innovation to meet the requirements of the customer, create a win-win relationship with our partners, and achieve the optimal growth and sustainable development of the Company.
(III) Our development strategies will be affected by the external competitive environment, regulatory environment and overall business environment.
With the inherited attitude of “More Than Better”, the leading electromechanical integration technique, and the vision to provide brand customers with total services, we will be dedicated to the core competitive advantages of “leading technique”, “excellent manufacturing”, “quality first” and “customer trust” to provide services that meet the requirements of the customers and achieve the goals of growth in both revenue and profit. With the spirit of “More than Better” and “Continuous Improvement”, the management team and outstanding employees will create and consolidate our leading position and enhance the differentiation against our competitors to achieve the optimal growth and sustainable development of the Company, overcome the challenges in the external competitive environment, regulatory environment and overall business environment, and understand and control all the operational risks.
Finally, we sincerely extend our appreciation to all of our shareholders for your support. Please don’t hesitate to give encourage and comments to our management team in the future.
May we wish you all
Good Health and Good Luck
President:Wang Kuan-Hsiang General Manager:Lo Cheng-Chou Accounting Manager: He Hsiu-Yua
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Two. Corporate Governance Report
Two. Corporate Governance Report
I. Information on directors, supervisors, President, Vice President, Director, and department and branch heads
(I). Information on directors and supervisors
1. Information on directors and supervisors (I)
March24, 2025
| Title Nation ality or place of |
Title Nation ality or place of |
Name |
Gender Age |
Date elected (appointed) |
Term of office |
Date first elected |
Shares hel | d when elected | Current sh | areholding | Current s spouse or |
hares held by minor children |
Shares held o |
in the names of thers |
Education and experience | Concurrent posts in the Company and other companies |
Other m super relationsh de |
anagers, visors in a ip or with gree of ki |
directors or spousal in the second nship Rem arks |
directors or spousal in the second nship Rem arks |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| registr ation President R.O.C. |
Wang Kuan- Hsiang |
Male 41-50 |
2023.05.30 | 3 years | 2002.06.26 | Number of shares 3,750,178 |
Shareholding ratio 2.07% |
Number of shares 1,950,178 |
Shareholding ratio 1.07% |
Number of shares 0 |
Shareholding ratio 0.00% |
Number of shares 7,364,345 |
Shareholding ratio 4.06% |
Master, National Chung Hsing University Rexon Industrial Corp., Ltd., General Manager |
Rexon Industrial Corp., Ltd.,Chairman Power Tool Specialists Inc.(PTS), President Gold Tech Group Ltd. , Director Tongxiang Rexon Industrial Co., Ltd. , Director TAISIC Materials Corp. , Independent Director |
Title Director |
Name Wang Kuan- Chuan |
Relationship brother and sister None |
||
| Director R.O.C. |
Kun Forever Co.,Ltd. |
N/A | 2023.05.30 | 2 years | 2021.08.26 | 20,196,000 | 11.13% |
26,369,472 | 14.53% |
0 | 0.00% |
0 | 0.00% |
|||||||
| Representative: Wang Kuan- Chuan |
Female 41-50 |
2023.05.30 | 2 years | 2023.05.30 | 2,373,674 | 1.31% |
1,718,643 | 0.95% |
3,109,782 | 1.71% |
Department of Public Finance, Feng Chia University Master of Money banking and Finance, Middlesex University |
Rexon Industrial Corp., Ltd., Special Assistant Power Tool Specialists Inc., Director |
President | Wang Kuan- Hsiang |
brother and sister None |
|||||
| Director R.O.C. |
Huang Chin- Hsiang |
Male 51-60 |
2023.05.30 | 3 years | 2017.06.13 | 852,094 | 0.47% |
800,094 | 0.44% |
70,000 | 0.04% |
0 | 0.00% |
Shu De Institute of Technology Rexon Industrial Corp., Ltd., Vice President |
Tongxiang Rexon Industrial Co., Ltd,Chairman Rexon Industrial Corp., Ltd., Vice President Gold Tech Group Ltd., Director Fine Clear Co., Ltd., Directo |
None | None | None None |
||
| Director R.O.C. |
Kuo Pu-Chao | Male 41-50 |
2023.05.30 | 3 years | 2017.06.13 | 10,000 | 0.01% |
170,000 | 0.09% |
6,000 | 0.00% |
0 | 0.00% |
Master of Business Administration, Durham University, UK Rexon Industrial Corp., Ltd., Vice President |
Rexon Industrial Corp., Ltd., Vice President Rexon Technology Corp., Ltd., Director Hongqiao Investment Co., Ltd., Director |
None | None | None None |
||
| Director R.O.C. |
Chen Chun-Wei | Male 41-50 |
2023.05.30 | 3 years | 2023.05.30 | 592,350 | 0.33% |
592,350 | 0.33% |
302,943 | 0.17% |
0 | 0.00% |
Master, Department of Electrical Engineering, Tatung University Tongxiang Rexon Industrial Co., Ltd., Electrical Department, Manager |
Rexon Technology Corp., Ltd.,ChairmanRexon Technology Corp., Ltd., Special Assistant Rexon Technology Corp., Ltd., Director Gold Tech Group Ltd., Director Fine Clear Co., Ltd., Supervisor |
None |
None | None None |
||
| Director | R.O.C. | Yang Ching- Chi |
Male 51-60 |
2023.05.30 | 3 years | 2023.05.30 | 0 | 0.00% |
0 | 0.00% |
0 | 0.00% |
0 | 0.00% |
BS in Business Administration ,California State University,Fullerton, |
Sunspring Metal Corporation,CEO, Chairman Baoxin Metal (Zhaoqing) Industrial Ltd., Executive Director Sunspring Metal (Zhuhai) Ltd., Executive Director Heyi Investment Co., Ltd., Chairman Sunspring Automation Corporation, Chairman Sunspring Holding Corp., Director Sunspring America Inc., Director TAISIC Materials Corp., Independent Director |
None | None | None | None |
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Two. Corporate Governance Report
| Title Nation ality or place of |
Title Nation ality or place of |
Name |
Gender Age |
Date elected (appointed) |
Term of office |
Date first elected |
Shares hel | d when elected | Current sh | areholding | Current s spouse or |
hares held by minor children |
Shares held o |
in the names of thers |
Education and experience | Concurrent posts in the Company and other companies |
Other m super relationsh de |
anagers, visors in a ip or with gree of ki |
directors or spousal in the second nship Rem arks |
directors or spousal in the second nship Rem arks |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| registr ation Independent director R.O.C. |
Lee Cherng | Male 61-70 |
2023.05.30 | 3 years | 2020.06.18 | Number of shares 0 |
Shareholding ratio 0.00% |
Number of shares 0 |
Shareholding ratio 0.00% |
Number of shares 0 |
Shareholding ratio 0.00% |
Number of shares 0 |
Shareholding ratio 0.00% |
Associate Professor, Department of Law, Tunghai University Lawyer, Federal and State of New York, USA Adjunct EMBA Associate Professor, Tunghai University |
Topkey Corporation, Independent Director Nova Technology Corp., Independent Director Horien Biochemical Technology Co., Ltd.Independent Director |
Title None |
Name None |
Relationship None None |
||
| Independent director R.O.C. |
Wu Chwan- Chyuan |
Male 61-70 |
2023.05.30 | 3 years | 2020.06.18 | 0 | 0.00% |
0 | 0.00% |
0 | 0.00% |
0 | 0.00% |
Department and Graduate Institute of Accounting, University of Oklahoma, USA KPMG Taiwan, CPA |
Taiwan Steel Union Co., Ltd., Independent Director |
None | None | None None |
||
| Independent director |
R.O.C. | Chen Li-Tsung | Male 41-50 |
2023.05.30 | 3 years | 2023.05.30 | 0 | 0.00% |
0 | 0.00% |
0 | 0.00% |
0 | 0.00% |
Ph.D. of organizational behavior, The Hong Kong Polytechnic University Department of Economics, National Taiwan University Diamond Group, CEO |
Diamond Group, CEO Intumit Inc. Co-founder, Director Taishin Dreamers, Executive Director Dreamers Academy, Chairman National Taiwan University, Adjunct Assistant Professor, College of Management |
None | None | None | None |
Note 1: If the President and General manager, or any other equivalents (senior management), are the same person, or spouse or relative within first degree of kinship with each other, the information about the reason, reasonableness, necessity and corresponding measures (e.g. increasing the number of independent directors, and having a majority of directors that do not work as employees or managers of the Company, etc.) shall be provided: None.
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Two. Corporate Governance Report
Table 1: Major shareholders of corporate shareholders: March 24, 2025
| Table 1: Major shareholders of corporate s | hareholders:March 24,2025 |
|---|---|
| Name of corporate shareholder (Note 1) | Major shareholders of corporate shareholders (Note 2) |
| Kun Forever Co., Ltd. | Chen, Li-Mei (43.22%), Wang Kuan-Hsiang (7.42%), Wang Kuan-Chuan (12.37%), Wang Yu-Chen (3.33%), Wang Yu-Hsi (3.33%), Lin Lu-Cheng (3.33%), Lin Lu-Yen (3.33%); the management institution in the Republic of China is National Property Administration of the Ministry of Finance, and the agent is Chao Tsu-Hsien, the Director-General of the Central Region Branch, National Property Administration (5.11%),Lin,Chia-Jung (11.76%),Lin,Yi- Chien (6.80%) |
Note 1: If directors and supervisors serve as representatives of corporate shareholders, the names of the corporate shareholders must be provided.
-
Note 2: Name the major shareholders (the top 10 owners) of corporate shareholders and their shareholding percentage. Table 2 below is applicable if any of the major shareholders is an institution.
-
Note 3:If the legal person shareholder is not a company organization, the shareholder name and shareholding that should be disclosed above are the names of the investors or donors (you can refer to the Judicial Yuan announcement for inquiries) and their investment or donations. If the person has passed away, the note "deceased" shall be added.
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Table 2: Major shareholders in Table 1 if they are institutions March 24, 2025
Name of institution (Note 1) Major shareholders of institution (Note 2)
N/A N/A
N/A N/A
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Note 1:If any of the major shareholders listed in Table 1 is an institution, the name of the institution must be provided.
Note 2:Name the major shareholders (the top 10 owners) of the institution and their shareholding percentage.
Note 3: If the legal person shareholder is not a company organization, the shareholder name and shareholding that should be disclosed above are the names of the investors or donors (you can refer to the Judicial Yuan announcement for inquiries) and their investment or donations. If the person has passed away, the note "deceased" shall be added.
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Two. Corporate Governance Report
2. Information on directors and supervisors (II):
- (1). Disclosure of information on the professional qualification of directors and supervisors and the independence of independent directors March 24, 2025
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Number of public
companies where
Professional
Criteria the person
qualifications and Independence (Note 2)
Name concurrently acts as
experience (Note 1)
an independent
director
Business and other experienced
Wang Kuan-Hsiang N/A 1
that the Company needs
Representative of Kun
Business and other experienced
Forever Co., Ltd.: Wang N/A None
that the Company needs
Kuan-Chua
Business and other experienced
Huang Chin-Hsiang N/A None
that the Company needs
Business and other experienced
Kuo Pu-Chao N/A None
that the Company needs
Chen Chun-Wei Business and other experienced
N/A None
that the Company needs
Yang Ching-Chi Business and other experienced
N/A 1
that the Company needs
Lee Cherng An instructor or higher up in a 1. The person and his/her spouse or relatives within the second degree of kinship are not the directors, supervisors or
department of business, law, or employees of the Company or any of its affiliates.
other academic department 2. The independent director or his spouse or relative within the second degree of kinship does not hold any stocks of
required for the business of the the Company on his/her own or in the name of others.
Company in a public or private 3. The independent director is not a director, supervisor or employee of any company that has a specific relationship 3
junior college, college, or with the Company (with reference to Article 3, Paragraph 1, Subparagraph 5~8 of the Regulations Governing
university, without the Appointment of Independent Directors and Compliance Matters for Public Companies).
circumstances under Article 30 of 4. The independent director did not receive compensation for providing the Company or affiliates with commercial,
the Company Act. legal, financial, accounting or related services in the most recent two years.
Wu Chwan-Chyuan CPA or other professional or 1. The person and his/her spouse or relatives within the second degree of kinship are not the directors, supervisors or
technical specialist who has employees of the Company or any of its affiliates.
passed a national examination 2. The independent director or his spouse or relative within the second degree of kinship does not hold any stocks of
and has been awarded a the Company on his/her own or in the name of others.
certificate in a professional 3. The independent director is not a director, supervisor or employee of any company that has a specific relationship 1
capacity that is necessary for the with the Company (with reference to Article 3, Paragraph 1, Subparagraph 5~8 of the Regulations Governing
business of the Company, without Appointment of Independent Directors and Compliance Matters for Public Companies).
the circumstances under Article 4. The independent director did not receive compensation for providing the Company or affiliates with commercial,
30 of the Company Act. legal, financial, accounting or related services in the most recent two years.
Chen Li-Tsung An instructor or higher up in a 1. The person and his/her spouse or relatives within the second degree of kinship are not the directors, supervisors or
department of business, law, or employees of the Company or any of its affiliates.
other academic department 2. The independent director or his spouse or relative within the second degree of kinship does not hold any stocks of
required for the business of the the Company on his/her own or in the name of others.
Company in a public or private 3. The independent director is not a director, supervisor or employee of any company that has a specific relationship None
junior college, college, or with the Company (with reference to Article 3, Paragraph 1, Subparagraph 5~8 of the Regulations Governing
university, without the Appointment of Independent Directors and Compliance Matters for Public Companies).
circumstances under Article 30 of 4. The independent director did not receive compensation for providing the Company or affiliates with commercial,
the Company Act. legal, financial, accounting or related services in the most recent two years.
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Note 1: Describe the professional qualifications and experience of respective directors and supervisors. In case of Audit Committee members specialized in accounting or finance, describe their accounting or finance background and work experience. Whether there are any circumstances under Article 30 of the Company Act shall be described additionally.
Note 2: In case of independent directors, the compliance with independence requirements shall be described, including but not limited to whether the independent director and his/her spouse or relatives within the second degree of kinship are the directors, supervisors or employees of the Company or any of its affiliates; whether the independent director or his spouse or relative within the second degree of kinship holds any stocks of the Company on his/her own or in the name of others; whether the independent director is a director, supervisor or employee of any company that has a specific relationship with the Company (with reference to Article 3, Paragraph 1, Subparagraph 5~8 of the Regulations Governing Appointment of
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Two. Corporate Governance Report
Independent Directors and Compliance Matters for Public Companies); and whether the independent director received compensation for providing the Company or affiliates with commercial, legal, financial, accounting or related services in the most recent two years. Note 3: As for the disclosure method, refer to the best practice references on the website of the Corporate Governance Center of TWSE.
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Number
Criteria More than 5 years of work experience of
public
and following professional Compliance with independence requirements compan
ies
qualifications where
the
An instructor A judge, public Work person
or higher up in prosecutor, experience concurr
a department attorney, certified in business, ently
of business, public accountant, law, finance acts as
law, finance, or other or an
accounting, or professional or accounting, indepen
other technical specialist or other dent
academic who has passed a areas director
department national required for 1 2 3 4 5 6 7 8 9 10 11 12
required for examination and the business
the business of has been awarded a of the
the Company certificate in a Company
in a public or professional
private junior capacity that is
Name college, necessary for the
college, or business of the
university Company.
Wang Kuan- 1
Hsiang
Wang Kuan- 0
Chua
Huang 0
Chin-Hsiang
Kuo Pu- 0
Chao
Chen Chun- 0
Wei
Yang Ching- 1
Chi
Lee Cherng 3
Wu Chwan- 1
Chyuan
Chen Li- 0
Tsung
----- End of picture text -----
Note 1: Place a “ ” in the box if the director or supervisor met the following conditions at any time during active duty and two years prior to the date elected.
(1) Not a director or supervisor of the Company or our affiliates.
(2) Not a director or supervisor of the Company or our affiliates (The same does not apply, however, in cases where the person is an independent director of the Company, the parent of the Company, or any subsidiary, or any subsidiary of the same parent, as appointed and concurrently serving as such in accordance with the Act or the regulations of the local country.)
(3) Not a natural-person shareholder who holds shares, together with those held by his/her spouse, minor children, or held by the person under others' names, in an aggregate of 1% or more of the total number of issued shares of the Company, or ranking among the top 10 natural-person shareholders in holdings.
(4) Not a spouse, or relative within the second degree of kinship, or lineal relative within the third degree of kinship, of an executive officer falling under Point (1) above, or of any of the persons in Point (2) or (3) above.
(5) Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total number of issued shares of the Company, or ranks as one of its top five shareholders, or designates its representative to serve as a director or supervisor of the Company under Article 27, paragraph 1 or 2 of the Company Act. (The same does not apply, however, in cases where the person is an independent director of the Company, the parent of the Company, or any subsidiary, or any subsidiary of the same parent, as appointed and concurrently serving as such in accordance with the Act or the regulations of the local country.)
(6) In case a majority of the Company's director seats or voting shares and those of any other company are controlled by the same person, not a
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Two. Corporate Governance Report
director, supervisor, or employee of that other company. (The same does not apply, however, in cases where the person is an independent director of the Company, the parent of the Company, or any subsidiary, or any subsidiary of the same parent, as appointed and concurrently serving as such in accordance with the Act or the regulations of the local country.)
-
(7) In case the President, General manager, or person holding an equivalent position of the Company and a person in any of those positions at another company or institution are the same person or are spouses, not a director, supervisor or employee of that other company or institution. (The same does not apply, however, in cases where the person is an independent director of the Company, the parent of the Company, or any subsidiary, or any subsidiary of the same parent, as appointed and concurrently serving as such in accordance with the Act or the regulations of the local country.)
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(8) Not a director, supervisor, or managerial officer, or a shareholder directly holding 5% or more of the shares, of any specific company or institution that has a business or financial relationship with the Company. (The same does not apply, however, in cases where the specific company or institution holds 20% or more and not more than 50% of the total number of the Company's issued shares and is an independent director of the Company, the parent of the Company, or any subsidiary, or any subsidiary of the same parent, as appointed and concurrently serving as such in accordance with the Act or the regulations of the local country.)
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(9) Not a professional individual who, or an owner, partner, director, supervisor, or managerial officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the company or any affiliate of the company, or that provides commercial, legal, financial, accounting or related services to the Company or any affiliate of the Company in the most recent two years with an accumulated service compensation of NT$500,000 or less, or a spouse thereof; provided that this restriction does not apply to a member of the Compensation Committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Securities and Exchange Act or to the Business Mergers and Acquisitions Act or related laws or regulations.
-
(10) Not a spouse nor a relative within the second degree of kinship of another director.
-
(11) None of the circumstances under Article 30 of the Company.
-
(12) Not elected in the capacity of a government agency, a juristic person, or a representative thereof, as provided in Article 27 of the Company Act; Not a director or supervisor of the Company or our affiliates.
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8 -
Two. Corporate Governance Report
-
(2). Diversity and independence of the Board of Directors
-
A. Diversity of the Board of Directors: Describe the Board’s diversity policy, objectives and achievement status. The diversity policy includes but is not limited the director election criteria, the professional qualifications and experience that the Board of Directors must have, and the formation and proportion in respect of gender, age, nationality, and culture. The specific objectives and their achievement status with respect to these policies shall also be described.
- a. To enhance the governance of the Company and promote the sound development of the Board’s formation and structure, Article 20 “Diversity Policy of Board Members” in “Corporate Governance Best Practice Principles” that the Company established in 2017 states that diversity shall be taken into account for the formation of the Board of Directors and an appropriate policy of diversity shall be devised based on the operations, type of business and development requirements, such as basic requirements and values (e.g. gender, age, nationality, and culture), professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.
b. The current Board of Directors is composed of 9 directors, including 6 directors and 3 independent directors. The Board members have extensive experience and professionalism in the fields of law, business, and management. All the directors are the citizens of the Republic of China. As for their ages, 5 directors fall within the range from 41 to 50, 2 directors within the range of 51 to 60, 2 within the range of 61 to 70. The Company has 3 independent directors. One of them have a term of office for less than 3 years and another two have a term of office for 5 years.None of the independent directors have served for more than three consecutive terms of service.The equity of gender in the formation of the Board of Directors is another concern of the Company. The goal of the female director ratio is set to more than 1/3. Currently, one of the nine directors is female at a ratio of 11%. The proportion of director seats of either gender is less than one-third, mainly due to traditional industries and industry habits. In the future, we will use a diversified nomination mechanism to increase the number of female director seats to achieve our goal. c. The diversity of the Board members depends on the continuous implementation of the Company’s “Corporate Governance Best Practice Principles”. We will stay abreast of the latest development to adopt more policies for the diversity of the Board members depending on the operations of the Board of Directors and the development requirements of the Company to ensure that the Board members have the necessary knowledge, skill, and experience to perform their duties.
- 9 -
Two. Corporate Governance Report
Table 1: The im lementation status of the diversit olic on the com osition of the Board members p y p y p
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----- Start of picture text -----
Term of
office for The
Age Accounting
Name Nationality Gender Employee status independent Less directors judgments ability to make financial and management Business management Crisis Knowledge of the International market Leadership ability Decision-making
41- 51- 61- 71- than 3 to about analysis ability ability industry perspective ability
9 ability
50 60 70 80 3 operations
years
years
Wang Kuan- R.O.C. Male V V V V V V V V V V
Hsiang
Wang Kuan- R.O.C. Female V V V V V V V V V V
Chua
Huang Chin- R.O.C. Male V V V V V V V V V V
Hsiang
Kuo Pu-Chao R.O.C. Male V V V V V V V V V V
Chen Chun- R.O.C. Male V V V V V V V V V
Wei
Yang Ching- R.O.C. Male V V V V V V V V V
Chi
Lee Cherng R.O.C. Male V V V V V V V V V V
Wu Chwan- R.O.C. Male V V V V V V V V V V
Chyuan
Chen Li-Tsung R.O.C. Male V V V V V V V V V V
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B. Independence of the Board of Directors: Describe the number and proportion of the independent directors and their independence; describe whether the circumstances set forth in Paragraphs 3 and 4, Article 26-3 of the Securities and Exchange Act do not apply and give reasons, including description of the spousal relationship or the relationship within the second degree of kinship among directors, supervisors or between any director and supervisor.
a. The current Board of Directors is comprised of 9 directors including 3 independent directors (33%). They have the independence needed for execution of their duties. The circumstances set forth in Paragraphs 3 and 4, Article 26-3 of the Securities and Exchange Act do not apply to the 3 independent directors, including description of the spousal relationship or the relationship within the second degree of kinship among directors, supervisors or between any director and supervisor.
- 10 -
Two. Corporate Governance Report
(II). Information on President, Vice President, Director, and department and branch heads
March 24, 2025
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Date elected Shareholding Shares held by spouse or minor children Shares held in the names of others Managerial officer in a spousal relationship or within the Rem
Title Nationality Name Gender Education and experience Concurrent posts in other companies second degree of kinship
(appointed) Number of Shareholding Number of Shareholding Number of Shareholding Title Name Relations arks
shares ratio shares ratio shares ratio hip
General Manager R.O.C. Lo Cheng-Chou Male 2022.04.01 84,145 0.05% 0 0.00% 0 0.00% Department and Graduate Institute of Business Administration, Chaoyang University of Technology / Rexon Industrial Corp., Ltd., Executive VP Gold Tech Group Ltd., Director None None None None
Vice President R.O.C. Cheng Mei-Ling Female 2021.01.01 16,000 0.01% 0 0.00% 0 0.00% Chienkuo Technology University / Rexon Industrial Corp., Ltd., Technical Division VP Tongxiang Rexon Industrial Co., Ltd., Director None None None None
Vice President R.O.C. George Ku Male 2021.06.01 0 0.00% 0 0.00% 0 0.00% EMBA, National Chung Hsing University / Rexon Industrial Corp., Ltd., Technical Division VP None None None None None
Vice President
Accounting Manager Corporate Governance R.O.C. He Hsiu-Yuan Female 2021.06.01 2018.11.08 2023.05.09 31,448 0.02% 0 0.00% 0 0.00% EMBA, National Chung Hsing University / /Rexon Industrial Corp., Ltd., General Administration Division and HR Division VP Gold Tech Group Ltd., Director Tongxiang Rexon Industrial Co., Ltd., Supervisor Rexon Technology Corp., Ltd., Director None None None None
Officer
Tongxiang Rexon Industrial Co., Ltd.,Chairman
Vice President R.O.C. Huang Chin-Hsiang Male 2021.06.01 800,094 0.44% 70,000 0.04% 0 0.00% ShuDe Institute of Technology / Rexon Industrial Corp., Ltd., General Manager’s Office VP Gold Tech Group Ltd., Director Fine Clear Co., Ltd., Director None None None None
Vice President Malaysia Peng Meng-Wei Male 2021.06.01 66,000 0.04% 0 0.00% 0 0.00% National Chung Hsing University / Rexon Industrial Corp., Ltd., Sales Dept. VP None None None None None
Vice President R.O.C. Chang Yu-Ming Male 2021.06.01 5,000 0.00% 0 0.00% 0 0.00% Oriental Institute of Technology / Rexon Industrial Corp., Ltd., Manufacturing Division VP Tongxiang Rexon Industrial Co., Ltd., Director Rexon Technology Corp., Ltd., Director None None None None
Master, National Yunlin University of Science and
Vice President R.O.C. Tank Chuang Male 2021.06.01 5,000 0.00% 0 0.00% 0 0.00% Technology / Rexon Industrial Corp., Ltd., President’s None None None None None
Office VP
Vice President R.O.C. Huang Liang-Wei Male 2021.12.01 1,000 0.00% 0 0.00% 0 0.00% Department and Graduate Institute of Chemical Engineering, National Chung Hsing University / Rexon Industrial Corp., Ltd., Manufacturing Division VP None None None None None
Vice President R.O.C. Chiang Yao-Tsung Male 2021.12.01 5,806 0.00% 0 0.00% 0 0.00% Department and Graduate Institute of Business Administration, Tunghai University / Rexon Industrial Corp., Ltd., Global Procurement Dept. VP None None None None None
Vice President R.O.C. Kuo Pu-Chao Male 2021.01.01 107,000 0.06% 6,000 0.00% 0 0.00% Master of Business Administration, Durham University, UK / Rexon Industrial Corp., Ltd., Director Rexon Technology Corp., Ltd., Director Hongqiao Investment Co., Ltd. / Director None None None None
Director R.O.C. Li Wen-Tu Male 2021.01.01 0 0.00% 0 0.00% 0 0.00% United Institute of Technology / Rexon Industrial Corp., Ltd., Technical Division Director None None None None None
Director R.O.C. Chen Kuo-Jung Male 2021.01.01 52,000 0.03% 7,000 0.00% 0 0.00% Chaoyang University of Technology / Rexon Industrial Corp., Ltd., Manufacturing Division Director None None None None None
Director R.O.C. Feng Hsu-Hui Male 2021.06.01 5,000 0.00% 0 0.00% 0 0.00% EMBA, National Chung Hsing University / Rexon Industrial Corp., Ltd., Global Procurement Dept. None None None None None
Director
Director R.O.C. Chang Chih-Hao Male 2021.06.01 5,000 0.00% 0 0.00% 0 0.00% Chiao Tai High School / Rexon Industrial Corp., Ltd., Manufacturing Division Director None None None None None
Director R.O.C. Kuo Han-Yu Male 2021.06.01 11,161 0.01% 0 0.00% 0 0.00% Lunghwa Institute of Technology / Rexon Industrial Corp., Ltd., Global Procurement Dept. Director None None None None None
Director Hsu Sen- 2021.06.01 Department and Graduate Institute of Finance,
CFO R.O.C. Yuan Male 2022.05.06 5,000 0.00% 121,000 0.07% 0 0.00% Chaoyang University of Technology / Rexon Industrial Tongxiang Rexon Industrial Co., Ltd., Director None None None None
Corp., Ltd., General Administration Division Director
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Note 1: Kuo Pu-Chao Promoted to Deputy General Manager on January 1, 2025.
- 11 -
Two. Corporate Governance Report
II. Remuneration to directors, supervisors, President and Vice President in the most recent year
(I). Remuneration to directors including independent directors
Unit: UTD thousand, December 31, 2024
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Remuneration to directors Ratio of sum of A, B, C and D to Remuneration received in the capacity as concurrent employee Ratio of sum of A, B, C, D, E, F
Remuneration (A) Pension (B) Director remuneration (C) Business expenses (D) net income after tax Salary, bonus and special disbursement (E) Pension (F) Employee remuneration (G) and G to net income after tax Remuneration received
Title Name Industrial Rexon Corp., Ltd. included in companies financial rethe pAll orts Industrial Rexon Corp., Ltd. All companies the financial included in reports Corp., Ltd. Industrial Rexon included in the All companies financial reports Corp., Ltd.Industrial Rexon included in the All companies financial reports Corp., Ltd. Industrial Rexon included in the All companies financial reports Corp., Ltd. Industrial Rexon included in the All companies financial reports Corp., Ltd.Industrial Rexon the financial included in companies reports All Rexon Industrial Corp., amount Cash Ltd. amountStock All companies included in amount the financial reCash amountpStock orts Corp., Ltd. Industrial Rexon included in the All companies financial reports subsidiariesother than investees from
3,536 3,536 16,524 16,524
President Wang Kuan-Hsiang 0 0 0 0 3,200 3,200 336 336 9,499 9,499 125 125 3,364 0 3,364 0 None
1.11% 1.11% 5.18% 5.18%
800 800 800 800
Kun Forever Co., 0 0 0 0 800 800 0 0 0 0 0 0 0 0 0 0 None
0.25% 0.25% 0.25% 0.25%
Ltd.
Director 336 336 1,719 1,719
Representative: 0 0 0 0 0 0 336 336 978 978 49 49 356 0 356 0
0.11% 0.11% 0.54% 0.54%
Wang Kuan-Chua
1,136 1,136 4,172 4,172
Director Huang Chin-Hsiang 0 0 0 0 800 800 336 336 2,223 2,223 68 68 745 0 745 0 None
0.36% 0.36% 1.31% 1.31%
1,136 1,136 1,136 1,136
Director Chen Chun-Wei 0 0 0 0 800 800 336 336 0 0 0 0 0 0 0 0 None
0.36% 0.36% 0.36% 0.36%
1,136 1,136 3,583 3,583
Director Kuo Pu-Chao 0 0 0 0 800 800 336 336 1,770 1,770 72 72 605 0 605 0 None
0.36% 0.36% 1.12% 1.12%
630 630 630 630
Director Yang Ching-Chi 0 0 0 0 0 0 630 630 0 0 0 0 0 0 0 0 None
0.20% 0.20% 0.20% 0.20%
716 716 716 716
Independent Lee Cherng 0 0 0 0 0 0 716 716 0 0 0 0 0 0 0 0
0.22% 0.22% 0.22% 0.22% None
director
710 710 710 710
Independent Wu Chwan-Chyuan 0 0 0 0 0 0 710 710 0 0 0 0 0 0 0 0
0.22% 0.22% 0.22% 0.22% None
director
716 716 716 716
Independent Chen Li-Tsung 0 0 0 0 0 0 716 716 0 0 0 0 0 0 0 0
director 0.22% 0.22% 0.22% 0.22% None
Total 0 0 0 0 6,400 6,400 4,452 4,452 10,852 10,852 14,470 14,470 314 314 5,070 0 5,070 0 30,7069.63% 30,7069.63%
3.40% 3.40%
1. Please describe the payment policy, system, standard and structure of the remuneration to independent directors, and the association of their responsibility, risk, and investment of time with the amount of the remuneration paid:
The Board of Directors is authorized to determine the remuneration to the directors and independent directors of the Company based on individual participation in and contribution to the Company’s operations and with reference
to the general level in the industry.
2. Further to the aforementioned disclosure, the remunerations received by the directors of the Company for rendering service to all companies included in the financial reports (e.g. serving as a consultant but not the employee of the
Company) in the most recent year: None.
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Note 1: The amount of the pension actually paid in 2024 is zero. The pension is a provision under expenditure. The remunerations to directors (C) and employees (G) are estimates.
- 12 -
Two. Corporate Governance Report
(II). Remuneration to General Manager and Vice President
Unit: UTD thousand, December 31, 2024
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Bonus and special Ratio of sum of A, B, C and D to Remuneration
Salary (A) Pension (B) Amount of remuneration to employees (D)
disbursement (C) net income after tax (%) received from
Title Name Rexon included in the All companies Rexon included in the All companies Industrial Rexon included in the All companies Rexon Industrial Corp., Ltd. All companies included in the financial reports Rexon All companies investees other than
Industrial Industrial Industrial included in the
financial financial Corp., financial Cash Stock Cash Stock subsidiaries
Corp., Ltd. Corp., Ltd. Corp., Ltd. financial reports
reports reports Ltd. reports amount amount amount amount
General Lo Cheng-Chou 2,040 2,040 122 122 2,926 2,926 2,354 0 2,354 0 7,442 7,442 None
Manager 2.33% 2.33%
Vice President Cheng Mei-Ling 1,440 1,440 86 86 1,491 1,491 1,029 0 1,029 0 4,046 4,046 None
1.27% 1.27%
Vice President George Ku 1,140 1,140 68 68 975 975 686 0 686 0 2,869 2,869 None
0.90% 0.90%
Vice President He Hsiu-Yuan 1,440 1,440 86 86 1,471 1,471 1,470 0 1,470 0 4,467 4,467 None
1.40% 1.40%
Vice President Huang Chin-Hsiang 1,140 1,140 68 68 1,083 1,083 745 0 745 0 3,036 3,036 None
0.95% 0.95%
Vice President Peng Meng-Wei 1,440 1,440 86 86 1,547 1,547 1,176 0 1,176 0 4,249 4,249 None
1.33% 1.33%
Vice President Chang Yu-Ming 1,140 1,140 68 68 1,194 1,194 804 0 804 0 3,206 3,206 None
1.01% 1.01%
Vice President Tank Chuang 1,806 1,806 108 108 1,115 1,115 980 0 980 0 4,009 4,009 None
1.26% 1.26%
Vice President Huang Liang-Wei 1,740 1,740 104 104 616 616 706 0 706 0 3,166 3,166 None
0.99% 0.99%
Vice President Chiang Yao-Tsung 1,140 1,140 68 68 1,080 1,080 804 0 804 0 3,092 3,092 None
0.97% 0.97%
39,582 39,582
Total 14,466 14,466 864 864 13,498 13,498 10,754 0 10,754 0
12.41% 12.41%
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Note 1: The pension is a provision under expenditure. The amount of the remuneration to employees (D) is an estimate.
(III). Remuneration to five highest remunerated management personnel of the TWSE/TPEx listed company
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Unit: UTD thousand, December 31, 2024
Bonus and special Ratio of sum of A, B, C and D to Remuneration
Salary (A) Pension (B) disbursement (C) Amount of remuneration to employees (D) net income after tax (%) received from
Title Name Industrial Rexon All companies included in Industrial Rexon All companies included in Industrial Rexon included in the All companies Rexon Industrial Corp., Ltd. All companies included in the financial reports Industrial Rexon included in the All companies investees other than
the financial the financial Corp., financial Cash Stock Cash Stock subsidiaries
Corp., Ltd. reports Corp., Ltd. reports Ltd. reports amount amount amount amount Corp., Ltd. financial reports
General 2,040 2,040 122 122 2,926 2,926 2,354 0 2,354 0 7,442 7,442 None
Manager Lo Cheng-Chou 2.33% 2.33%
Vice He Hsiu-Yuan 1,440 1,440 86 86 1,471 1,471 1,470 0 1,470 0 4,467 4,467 None
President 1.40% 1.40%
Vice Peng Meng-Wei 1,440 1,440 86 86 1,547 1,547 1,176 0 1,176 0 4,249 4,249 None
President 1.33% 1.33%
Vice Cheng Mei-Ling 1,440 1,440 86 86 1,491 1,491 1,029 0 1,029 0 4,046 4,046 None
President 1.27% 1.27%
Vice Tank Chuang 1,806 1,806 108 108 1,115 1,115 980 0 980 0 4,009 4,009 None
President 1.26% 1.26%
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*Note: The pension is a provision under expenditure. The amount of the remuneration to employees (D) is an estimate.
- 13 -
Two. Corporate Governance Report
- (IV). Names of managerial officers entitled to employee remuneration and status of the distribution
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----- Start of picture text -----
Unit: UTD thousand, December 31, 2024
Managerial Stock Cash amount Total Total amount as a percentage of net
Title Name
officer amount income after tax %
General Manager Lo Cheng-Chou 0 14,047 14,047 4.41%
Vice President Cheng Mei-Ling
Vice President George Ku
Vice President (Account
manager/Corporate He Hsiu-Yuan
Governance Officer)
Vice President Huang Chin-Hsiang
Vice President Peng Meng-Wei
Vice President Chang Yu-Ming
Vice President Tank Chuang
Vice President Huang Liang-Wei
Vice President Chiang Yao-Tsung
Vice President Kuo Pu-Chao
Director Li Wen-Tu
Director Chen Kuo-Jung
Director Feng Hsu-Hui
Director Chang Chih-Hao
Director Kuo Han-Yu
Director (CFO) Hsu Sen-Yuan
----- End of picture text -----
Note: The aforementioned amounts are estimates. The amount of employee remuneration (in shares and in cash) distributed to the managerial officers based on the resolution of the Board of Directors in the most recent year shall be specified. If it is impossible to forecast the same, the amount to be distributed for the year shall be calculated based on the actual distribution ratio in the previous year. The net income after tax refers to the net income after tax in the most recent year; for the data to which the International Financial Reporting Standards are applied, the net income after tax refers to the net income after tax in the separate or individual financial reports in the most recent year.Kuo Pu-Chao Promoted to Deputy General Manager on January 1, 2025.
-
(V). Analysis of the total remuneration paid to directors, supervisors, President and Vice President of the Company as a percentage of the net income after tax stated in the separate or individual financial reported in the most recent two years, and description of the policies, standards, and portfolios for payment of the remuneration, the procedures for determining the remuneration, and the association with the operation performance and future risk exposure.
-
Analysis of the total remuneration paid to directors, supervisors, President and Vice President of the Company as a percentage of the net income after tax stated in the financial reported in the most recent two years: The total remuneration paid to directors in fiscal year 2024 increased compared to 2023, primarily due to the rise in net income after tax.The total remuneration of the President and Vice President increased, mainly because a higher portion was allocated to performance-based bonuses.
| President of the Company as a percentage of the net income after tax stated in the financial reported in the most recent two years: The total remuneration paid to directors in fiscal year 2024 increased compared to 2023, primarily due to the rise in net income after tax.The total remuneration of the President and Vice President increased, mainly because a higher portion was allocated to performance-based bonuses. |
President of the Company as a percentage of the net income after tax stated in the financial reported in the most recent two years: The total remuneration paid to directors in fiscal year 2024 increased compared to 2023, primarily due to the rise in net income after tax.The total remuneration of the President and Vice President increased, mainly because a higher portion was allocated to performance-based bonuses. |
President of the Company as a percentage of the net income after tax stated in the financial reported in the most recent two years: The total remuneration paid to directors in fiscal year 2024 increased compared to 2023, primarily due to the rise in net income after tax.The total remuneration of the President and Vice President increased, mainly because a higher portion was allocated to performance-based bonuses. |
President of the Company as a percentage of the net income after tax stated in the financial reported in the most recent two years: The total remuneration paid to directors in fiscal year 2024 increased compared to 2023, primarily due to the rise in net income after tax.The total remuneration of the President and Vice President increased, mainly because a higher portion was allocated to performance-based bonuses. |
President of the Company as a percentage of the net income after tax stated in the financial reported in the most recent two years: The total remuneration paid to directors in fiscal year 2024 increased compared to 2023, primarily due to the rise in net income after tax.The total remuneration of the President and Vice President increased, mainly because a higher portion was allocated to performance-based bonuses. |
President of the Company as a percentage of the net income after tax stated in the financial reported in the most recent two years: The total remuneration paid to directors in fiscal year 2024 increased compared to 2023, primarily due to the rise in net income after tax.The total remuneration of the President and Vice President increased, mainly because a higher portion was allocated to performance-based bonuses. |
President of the Company as a percentage of the net income after tax stated in the financial reported in the most recent two years: The total remuneration paid to directors in fiscal year 2024 increased compared to 2023, primarily due to the rise in net income after tax.The total remuneration of the President and Vice President increased, mainly because a higher portion was allocated to performance-based bonuses. |
President of the Company as a percentage of the net income after tax stated in the financial reported in the most recent two years: The total remuneration paid to directors in fiscal year 2024 increased compared to 2023, primarily due to the rise in net income after tax.The total remuneration of the President and Vice President increased, mainly because a higher portion was allocated to performance-based bonuses. |
President of the Company as a percentage of the net income after tax stated in the financial reported in the most recent two years: The total remuneration paid to directors in fiscal year 2024 increased compared to 2023, primarily due to the rise in net income after tax.The total remuneration of the President and Vice President increased, mainly because a higher portion was allocated to performance-based bonuses. |
|---|---|---|---|---|---|---|---|---|
| Title | Rexon Industrial Corp., Ltd. | All companies included in the financial reports |
||||||
| 2024 | 2023 | 2024 | 2023 | |||||
| Amount | Ratio to net profit after tax |
Amount | Ratio to net profit after tax |
Amount | Ratio to net profit after tax |
Amount | Ratio to net profit after tax |
|
| Director | 30,706 | 9.63% | 24,347 | 7.89% | 30,706 | 9.63% | 24,347 | 7.89% |
| Supervisor | - | 0.00% | - | 0.00% | - | 0.00% | - | 0.00% |
| General Manager and Vice President |
39,582 | 12.41% | 35,303 | 11.43% | 39,582 | 12.41% | 35,303 | 11.43% |
| Net profit after tax |
318,832 | 308,768 | 318,832 | 0.00% | 308,768 |
-
Policies, standards, and portfolios for payment of the remuneration, the procedures for determining the remuneration, and the association with the operation performance and future risk exposure:
-
14 -
Two. Corporate Governance Report
-
(1). The remuneration to directors includes travel allowance and distribution of earnings to directors and supervisors. The travel allowance is paid with reference to the level of other companies in the industry and the attendance of the directors in Board meetings. The Company may pay remuneration to directors for their implementation of the Company's duties regardless of the operating profit and loss. The Board of Directors is authorized to determine the remuneration for the directors based on their individual involvement in and contribution to the Company’s operations without exceeding the highest grade of the pay scale specified in the remuneration standard.Director remuneration is in accordance with Article 25 of the company's articles of association: If the company makes a profit in the year, no more than 5% will be used as director remuneration, and it shall be reviewed and approved by the Remuneration Committee and the Board of Directors. Independent directors shall not participate in the distribution of director remuneration. Independent Directors: The independent directors of the Company receive a fixed monthly remuneration and travel and attendance fees for attending board meetings. The relevant performance appraisal and reasonableness of remuneration have been reviewed by the Remuneration Committee and the Board of Directors: 1.42% of the pre-tax profit before deducting the profit distributed to employees and directors in 2024 is the director's remuneration, which is NT$6,400,000.
-
(2). The remuneration of the President and Vice President includes salary, performance bonuses, employee profit-sharing, and employee stock warrants. It is determined based on their respective positions and responsibilities, with reference to industry standards for equivalent roles.In addition, if the Company records a profit for the year, pursuant to Article 25 of the Company's Articles of Incorporation, not less than 5% of the annual profit shall be allocated as employee remuneration. This distribution must be reviewed and approved by the Remuneration Committee and the Board of Directors.
-
(3). The Company’s remuneration policy and related compensation standards and systems are reviewed primarily based on its overall operating performance. Compensation is determined according to performance achievement rates and individual contributions, with the goal of enhancing the overall organizational effectiveness of the Board of Directors and the management team.Industry salary benchmarks are also considered to ensure that the remuneration of the Company’s executives remains competitive and helps retain top management talent. Major management decisions are made with a balanced assessment of risk factors, and their outcomes are reflected in the Company’s profitability. Accordingly, management remuneration is closely tied to risk control performance.
-
(4). The remuneration paid by the Company to the General Manager and Deputy General Manager includes employee stock ownership, the actual value of which is related to the future stock price, which means that the employee shares the future operating risks with the Company.
-
(5). To ensure sustainable development aligns with business objectives and creates longterm value, the Board of Directors of the Company passed the "Senior Manager Compensation and ESG-Related Performance Incentive Method" on November 6, 2024.
-
15 -
Two. Corporate Governance Report
III. Status of corporate governance
(I). Information on operation of the Board of Directors
The Board of Directors held 5 meetings in the most recent year (2024). The presence and attendance of the directors are as follows
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Actual number of Number of
Actual presence (attendance)
Title Name presence presence by Remarks
rate (%) [B/A]
(attendance) B proxy
President Wang Kuan-Hsiang 5 0 100%
Director Wang Kuan-Chua 5 0 100%
Director Huang Chin-Hsiang 5 0 100%
Director Kuo Pu-Chao 5 0 100%
Director Chen Chun-Wei 5 0 100%
Director Yang Ching-Chi 4 0 80%
Independent director Lee Cherng 5 0 100%
Independent director Wu Chwan-Chyuan 5 0 100%
Independent director Chen Li-Tsung 5 0 100%
Other matters to be specified:
I. Where any of the following circumstances occurs to any meeting of the Board of Directors, the date, term and proposal of the meeting as well as the
opinions of all the independent directors and actions taken by the Company on such opinions shall be specified:
(I) Matters referred to in Article 14-3 of the Securities and Exchange Act:
Opinions of the
Actions of the Company on such
Date Proposal independent Resolution
opinions
directors
2024.02.27 Proposal for the “Statement of Internal Consent N/A All the present directors approved
1st meeting in 2024 Control System" the proposal unanimously when the
chairperson asked for their opinions.
2024.11.06 Proposal for amendment of the “Internal Consent N/A All the present directors approved
4nd meeting in 2024 Control System” , and “Internal Audit the proposal unanimously when the
Implementation Rules”. chairperson asked for their opinions.
(II) In addition to the matters mentioned above, any resolution of the Board of Directors for which dissent or reservation is expressed by any
independent director, and recorded in the minutes or a written statement: None.
II. Regarding the situation of a director’s recusal of conflict of interest, the name of the director, proposal, reasons for the recusal, and participation in
the voting shall be described:
Reasons for the
Date Director Proposal Participation in the voting
recusal
2024.05.08 Wang Kuan-Hsiang, Proposal for Related party Except for the directors who did not participate in the
2th meeting in Wang Kuan-Chua, remunerations to discussion and voting due to conflict of interest, the rest of
2024 Huang Chin-Hsiang , directors the present members approved the proposal unanimously
Chen Chun-Wei, Kuo when the chairperson asked for their opinions.
Pu-Chao
2024.05.08 Wang Kuan-Hsiang, Proposal for Related party Except for the directors who did not participate in the
2th meeting in Huang Chin-Hsiang , remunerations to discussion and voting due to conflict of interest, the rest of
2024 Kuo Pu-Chao, He employee the present members approved the proposal unanimously
Hsiu-Yuan when the chairperson asked for their opinions.
III. Please disclose the interval, period, scope, method and item of the self-evaluation (or peer evaluation) of the Board of Directors, and specify the
implementation status of this evaluation:
Evaluation Evaluation
Evaluation period Evaluation scope Evaluation item Evaluation result
interval method
----- End of picture text -----
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Two. Corporate Governance Report
| Once a year January 1, 2024 to |
Once a year January 1, 2024 to |
1. Entire Board of | Self- Evaluation Items of Board of Directors |
Overall score of the Board of | ||
|---|---|---|---|---|---|---|
| December 31, 2024 | Directors | evaluation (functional committees Audit |
Directors: 5 points; evaluation | |||
| 2. Individual members | of the Committee/ Compensation |
result: 4.98 points. | ||||
| 3. Functional | Board of Committee/Sustainable Development |
Overall score of the functional | ||||
| committees(Audit | Directors Committee) |
committees(Audit Committee/ | ||||
| Committee/ | A. Participation in the operations of | Compensation | ||||
| Compensation Committee/Sustainable Development |
the company B. Improvement of the Bard of |
Committee/Sustainable Development Committee ): 5 points; evaluation result: |
||||
| Committee) | Directors' decision-making quality | 4.92 points. | ||||
| C. Composition and structure of the | Overall score of the Board | |||||
| Board of Directors | members: 5 points; evaluation | |||||
| D. Election and continuing education of the directors |
result: 4.87 points. This indicates that the directors give positive evaluation to the efficiency and |
|||||
| E. Internal control | outcome of the indicators in | |||||
| Evaluation items of Board members | terms of their implementation. | |||||
| (self-evaluation or peer evaluation): | ||||||
| A. Understanding of the goals and | ||||||
| missions of the Company | ||||||
| B. Awareness of the duties of a | ||||||
| director | ||||||
| C. Participation in the operations of | ||||||
| the company | ||||||
| D. Management of internal | ||||||
| relationship and communication | ||||||
| E. Professionalism and continuing | ||||||
| education of directors | ||||||
| F. Internal control | ||||||
| IV. Evaluation of the goals (e.g. establishment of the Audit Committee, improvement of information transparency, etc.) and implementation with | ||||||
| respect to enhancement of the function of the Board of Directors in the current and most recent year: | ||||||
| (I) | The Company has established the “Ethical Corporate Management Best Practice Principles” and the “Code of Ethical Conduct”, and has | |||||
| uploaded them to the MOPS | and the official website | of the Company. | ||||
| (II) | The directors are elected under the candidate nomination system as stated in the Company's Articles of Incorporation. We carefully assess the | |||||
| qualifcations of the candidates and their willingness | to be elected. | |||||
| (III) | The Company arranges continuing education courses for directors and supervisors every year to enhance their legal knowledge with respect | |||||
| to the themes of corporate governance. | ||||||
| (IV) | The directors of the Company were reelected at the annual meeting of shareholders on May 30, 2023. The three independent directors were | |||||
| commissioned to serve as the members of the Company’s 2nd Audit Committee. It shall hold at least one meeting every quarter. The Audit | ||||||
| Committee held 4 meetings in 2024 with the CPAs and the chief auditor attending as nonvoting participants. The Audit Committee performed | ||||||
| well in operation and communication. | ||||||
| (V) | On November 7, 2023, the board of directors of our company established a sustainable development committee, and appointed 3 independent | |||||
| directors and 3 directors as the first sustainable development committee members of the company. The committee will be held at least once a | ||||||
| year. In 2024, the sustainable development committee held two meetings. During the meetings, the management team and the audit | ||||||
| supervisor were present, and | the operation and communication were good. | |||||
| (VI) | The Company has established the Regulations Governing the Performance Evaluation of the Board of Directors and discussed corresponding | |||||
| action plans after making assessment every year to enhance the operation efficiency of the Board of Directors on an ongoing basis. | ||||||
| (VII) | On November 6, 2024, the company's board of | directors established the "Senior Manager Compensation and ESG-related | ||||
| Performance Incentive Method", incorporating | ESG indicators into performance management, specifically linking senior | |||||
| executives' remuneration | with ESG performance, implementing the company's sustainable development vision and achieving | |||||
| the set sustainable developmentgoals. |
-
(II). Operation of the Audit Committee or participation of the supervisors in the operation of the Board of Directors:
-
Operation of the Audit Committee.
-
(1). The Audit Committee is composed of all the independent directors and holds at least one meeting every quarter. The cores of the annual tasks are described below:
-
A. Financial Statement Audit and Accounting Policies and Procedures.
-
B. Internal control system and related policies and procedures.
-
C. Transaction involving material asset or derivatives.
-
D. compliance with relevant regulations.
-
E. Performance of duties of the Audit Committee.
-
F. Audit Committee Performance Evaluation Self-Assessment Questionnaire.
-
-
(2). Operation of the Audit Committee:
-
The Audit Committee held 4 meetings (A) in the most recent year (2024). The presence and attendance of the independent directors are as follows
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Two. Corporate Governance Report
| Two. Corporate Governance Report | |
|---|---|
| Title Name Actual number of presence (B) Number of presence by proxy Actual presence rate (%) (B/A)(Note) Remarks |
|
| Independent director Lee Cherng 4 0 100 |
|
| Independent director Wu Chwan-Chyuan 4 0 100 |
|
| Independent director Chen Li-Tsung 4 0 100 |
|
| Other matters to be specified: I. Where any of the following circumstances occurs to the operation of the Audit Committee, the date, term and proposal of the Audit Committee meeting as well as the dissent, reservation or major suggestion of any independent director, the Audit Committee resolution, and actions taken by the Company on the Audit Committee’s opinions shall be specified. (I)Matters referred to in Article 14-5 of the Securities and Exchange Act. Date Proposal Dissent and reservation of independent director Major suggestions of independent directors Audit Committee resolution Actions of the Company on the Audit Committee’s opinions Resolution of Board of Directors 2024.02.27 1st meeting in 2024 Internal audit activity report. Proposal for 2023 financial reports. Proposal for the “Statement of Internal Control System". Proposal for the report on the assessment of CPA independence. None None Approved and adopted by all the Audit Committee members. N/A Approved without changes. 2024.05.08 2nd meeting in 2024 Internal audit activity report. 2024 Q1 financial reports Cooperate KPMG Internal business adjustment and replacement of CPA. Please proceed to discuss None None Approved and adopted by all the Audit Committee members. N/A Approved without changes. 2024.08.07 3rd meeting in 2024 Internal audit activity report. 2024 Q2 financial reports. None None Approved and adopted by all the Audit Committee members. N/A Approved without changes. 2024.11.06 4th meeting in 2024 Internal audit activity report. 2024 Q3 financial reports. Proposal for 2025 audit plan Drafted a "Risk Management Code of Practice" and amended the "Audit Committee Organization Charter". Formulated the "Internal Control System" and "Internal Audit Implementation Rules" for sustainable information management. Decide to invest Weihai Allwin Electrical and Mechanical Tech (Thailand) Ltd. Board of Directors to donate and establish the the"Rexon CharityFoundation" None None Approved and adopted by all the Audit Committee members. N/A Approved without changes. (II)In addition to the matters mentioned above, any resolution unapproved by the Audit Committee but passed by more than two-thirds of the directors: None. II. Regarding the situation of an independent director’s recusal of conflict of interest, the name of the independent director, proposal, reasons for the recusal, and participation in the voting shall be described: None. III. Communication between independent directors and internal chief auditor/CPAs (including material matters, methods and results of communication on the Company’s financial and business conditions, etc.) (I) Communication between independent directors and internal chief auditor/CPAs and the communication methods: 1. The internal chief auditor of the Company regularly reports the audit activities to the independent directors at the Audit Committee meeting, and communicates the results in the audit report and the follow-up of the implementation status to them. 2. The CPAs of the Company report the review and audit of the financial reports and internal control of the Company to the independent directors at thequarterlyAudit Committee meeting,andperform adequate explanation and |
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Two. Corporate Governance Report
| Two. Corporate Governance Report | Two. Corporate Governance Report | Two. Corporate Governance Report | |
|---|---|---|---|
| communication on the review and audit of the financial reports and the results thereof, the results of the internal control audit, and relevant laws and regulations. (II) The major matters for communication between the independent directors and the internal chief auditor in 2024 are summarized as follows: There was good communication with the independent directors regarding the implementation of the audit activities and its effectiveness. Date Matters for communication Communication result 2024.02.27 1st meeting in 2024 Internal audit activity report. Proposal for the “Statement of Internal Control System". The independent directors has full understanding and the result was incorporated in the Audit Committee meeting minutes. 2024.05.08 2nd meeting in 2024 Internal audit activity report. The independent directors has full understanding and the result was incorporated in the Audit Committee meeting minutes. 2024.08.07 3rd meeting in 2024 Internal audit activity report. The independent directors has full understanding and the result was incorporated in the Audit Committee meeting minutes. 2024.11.06 4th meeting in 2024 Internal audit activity report. Proposal for 2025 audit plan Drafted a "Risk Management Code of Practice" and amended the "Audit Committee Organization Charter". Formulated the "Internal Control System" and "Internal Audit Implementation Rules" for sustainable information management. The independent directors has full understanding and the result was incorporated in the Audit Committee meeting minutes. (III) The major matters for communication between the independent directors and the CPAs in 2024 are summarized as follows: There wasgood communication between the independent directors and CPAs. Date Matters for communication Communication result 2024.02.27 1st meeting in 2024 The CPAs’ review result report of 2023financial statements. The independent directors has full understanding and the result was incorporated in the Audit Committee meeting minutes. 2024.05.08 2nd meeting in 2024 The CPAs’ review result report of 2024 Q1 financial statements. The independent directors has full understanding and the result was incorporated in the Audit Committee meeting minutes. 2024.08.07 3rd meeting in 2024 The CPAs’ review result report of 2024 Q2 financial statements. The independent directors has full understanding and the result was incorporated in the Audit Committee meeting minutes. 2024.11.06 4th meeting in 2024 The CPAs’ review result report of 2024 Q3 financial statements. The independent directors has full understanding and the result was incorporated in the Audit Committee meeting minutes. |
|||
| Date | Matters for communication | Communication result | |
| 2024.02.27 1st meeting in 2024 |
The CPAs’ review result report of 2023financial statements. | The independent directors has full understanding and the result was incorporated in the Audit Committee meeting minutes. |
|
| 2024.05.08 2nd meeting in 2024 |
The CPAs’ review result report of 2024 Q1 financial statements. |
The independent directors has full understanding and the result was incorporated in the Audit Committee meeting minutes. |
|
| 2024.08.07 3rd meeting in 2024 |
The CPAs’ review result report of 2024 Q2 financial statements. |
The independent directors has full understanding and the result was incorporated in the Audit Committee meeting minutes. |
|
| 2024.11.06 4th meeting in 2024 |
The CPAs’ review result report of 2024 Q3 financial statements. |
The independent directors has full understanding and the result was incorporated in the Audit Committee meeting minutes. |
-
Participation of the supervisors in the operation of the Board of Directors: None.
-
19 -
Two. Corporate Governance Report
(III). Status of corporate governance, deviations from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, and reasons for such deviations:
| Operation | Operation | Operation | Reasons for the | |
|---|---|---|---|---|
| Evaluation item | Yes No Summary |
deviations from | ||
| the Corporate | ||||
| Governance Best | ||||
| Practice Principles | ||||
| for TWSE/TPEx | ||||
| Listed Companies | ||||
| I. Has the Company established and disclosed its corporate governance principles based on the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”? |
V The Company has established the “Corporate Governance Best Practice Principles.” |
No significant deviation |
||
| II. Shareholding structure and shareholder’s equity (I) Does the Company have an internal procedure and handle shareholders’ suggestions, doubts, disputes, and litigations accordingly? (II) Does the Company have the name list of the major shareholders who actually control the Company and the persons who have the ultimate control of the major shareholders? (III) Has the Company established and implemented risk control and firewall mechanisms between the Company and its affiliates? (IV) Has the Company established internal regulations to prohibit insiders from using the information not available to the market to trade securities? |
V V V V (I) The Company has established the “Material Internal Information Handling Procedure” and appointed a spokesman and a deputy spokesman to deal with shareholder affairs. (II) We have designated shareholder service personnel to deal with relevant matters and commissioned Chinatrust Commercial Bank - Stock Agency Department as our stock service agent to give assistance to ensure the services for major shareholders. (III) The Company has established the “Affiliates Management Regulations” and other relevant internal rules to build appropriate risk control mechanisms and firewalls. (IV) The company has formulated "internal major information handling procedures" and publicizes them to insiders at least once every quarter. Stocks will be traded during the closed period fifteen days before the report announcement. |
(I) No significant deviation (II) No significant deviation (III)No significant deviation (IV)No significant deviation |
||
| III. Composition and responsibilities of Board of Directors (I) Has the Board of Directors established and implemented diversity policies and specific management objectives? |
V |
(I) Board of Directors’ member diversity policy and implementation thereof 1. The Board of Directors of the Company adopted the “Corporate Governance Best Practice Principles” on August 9, 2017 and defined the diversity policy in Chapter 3 “Enhancement of the Functionality of the Board of Directors”. In addition, the candidate nomination system is fully applied to the election of the directors as stated in the Article of Incorporation. The education, experience, and quantifications of the candidates are subject to assessment. The “Corporate Governance Best Practice Principles” is observed to ensure the diversity of the Board members. 2. Regarding the implementation status of the diversity policy on the composition of the Board members (Table 1): The current Board of Directors comprises 9 directors, including 6 directors and 3 independent directors (33%). The Board members possess extensive experience and |
(I) No significant deviation |
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Two. Corporate Governance Report
==> picture [507 x 88] intentionally omitted <==
----- Start of picture text -----
Operation Reasons for the
deviations from
the Corporate
Evaluation item Governance Best
Yes No Summary
Practice Principles
for TWSE/TPEx
Listed Companies
----- End of picture text -----
| (II) Has the Company voluntarily formed other functional committees in addition to the Compensation Committee and Audit Committee set up pursuant to relevant laws and regulations? (III) Does the Company have regulations and methods for the performance evaluation of the Board of Directors and conduct regular performance evaluation every year? Does the Company submit the results of the performance evaluation to the Board of Directors? Are the results used as the basis for the remuneration to and nomination for re-election of individual directors? (IV) Does the Company review the independence of the CPAs on a regular basis? |
V V V |
professionalism in law, business, and management. Gender equity in the Board's composition is another concern for the Company. The target for the female director ratio is set at over one-third. Currently, one of the nine directors is female, representing a ratio of 11%. The proportion of director seats held by either gender is less than one- third, primarily due to the nature of traditional industries and industry practices. Moving forward, we will employ a diversified nomination mechanism to increase the number of female director seats and achieve our goal. (II) The Company voluntarily sets up a Sustainability Committee. We will set up other functional committees in accordance with the law and the operations of the Company. (III) The Company has established the Regulations Governing the Performance Evaluation of the Board of Directors and performed the evaluation once a year. The results of the performance evaluation are submitted to the Board of Directors and used as the basis for the remuneration to and nomination for re-election of individual directors. The self-evaluation of the Board performance showed a good result in 2024. It was submitted to the Board of Directors on February 26, 2025. We will use it as reference for the remuneration to and nomination for re-election of individual directors. (IV) The company’s board of directors evaluates the independence and suitability of the appointed KPMG Taiwan in accordance with the Code of Practice for the Governance of Listed Overseas Companies with reference to the Audit Quality Indicators (AQIs). The results of the independence and suitability evaluation of the KPMG Taiwan in the most recent year (Table 2). The result was submitted to and approved by the Board of Directors on February 26, 2025. KPMG Taiwan issued the “Statement of Independence”. |
(II) voluntarily sets up a Sustainability Committee, actions to be taken in accordance with actual needs (III)No significant deviation (IV)No significant deviation |
- 21 -
Two. Corporate Governance Report
| Evaluation item | Operation | Operation | Operation | Reasons for the |
|---|---|---|---|---|
| Yes No Summary |
deviations from | |||
| the Corporate | ||||
| Governance Best | ||||
| Practice Principles | ||||
| for TWSE/TPEx | ||||
| Listed Companies | ||||
| IV. Does the Company, as a TWSE/TPEx listed company, have an adequate number of corporate governance personnel with appropriate qualifications as well as a chief corporate governance officer to be in charge of corporate governance affairs including, but not limited to, providing directors and supervisors with required information for fulfillment of their duties, assisting directors and supervisors in observance of laws and regulations, handling relevant matters for Board meetings and shareholders’ meetings according to the laws, and preparing minutes of Board meetings and shareholders’ meetings? |
V The Company has set up part-time personnel to handle corporate governance matters. |
No significant deviation |
||
| V. Has the Company established a communication channel for the stakeholders (including but not limited to shareholders, employees, customers and suppliers), set a stakeholder section on the Company’s website, and responded to the concerns of the stakeholders on the material issues related to corporate social responsibilities? |
V The Company provides communication channels and practices for stakeholders with respect to the issues that they are concerned about. We have set up a stakeholder section and provided the contact information of the corresponding units on our website in order to respond properly to the issues that the stakeholders are concerned about. |
No significant deviation |
||
| VI. Does the Company commission a professional stock service agent to deal with the matters of shareholders’ meetings? |
V The Company has commissioned Chinatrust Commercial Bank - Stock Agency Department as our stock service agent for dealing with the matters of shareholders’ meetings. |
No significant deviation |
||
| VII. Disclosure of information (I) Has the Company established a website to disclose the financial, operational and corporate governance information? (II) Has the Company adopted other means to disclose information (e.g. English website, designation of specific personnel to collect and disclose corporate information, implementation of a spokesperson system, disclosure of investor conferences on the Company’s website)? (III) Has the Company announced and reported annual financial statements within two months after the end of a fiscal year, and announced and reportedQ1, Q2, Q3 |
V V V |
(I) The Company has set up a website (www.rexon.net) and disclosed the information on our financial, operational and corporate governance information. (II) We have set up our website and provided relevant English and Chinese information as a reference for our shareholders and stakeholders. Mr. Tank Chuang, a vice president of the Company, is designated to serve as the spokesman and Mr. Hsu Sen-Yuan as the deputy spokesman. The public relation department is responsible for maintaining the channels of communication with the media. Any material information that may affect the shareholders and stakeholders are disclosed timely and adequately. The Company has established the “Material Internal Information Handling Procedure” to govern the handling of material internal information. This management procedure has been communicated to all the employees, managerial officers and directors. (III) The Company has made announcements and submitted reports within the required timeframe. The 2024 financial statements were announced in February2025. |
(I) No significant deviation (II) No significant deviation (III)No significant deviation |
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Two. Corporate Governance Report
==> picture [507 x 125] intentionally omitted <==
----- Start of picture text -----
Operation Reasons for the
deviations from
the Corporate
Evaluation item Governance Best
Yes No Summary
Practice Principles
for TWSE/TPEx
Listed Companies
financial statements and the operating status
of each month in advance of the prescribed
deadline?
----- End of picture text -----
| financial statements and the operating status of each month in advance of the prescribed deadline? |
financial statements and the operating status of each month in advance of the prescribed deadline? |
financial statements and the operating status of each month in advance of the prescribed deadline? |
financial statements and the operating status of each month in advance of the prescribed deadline? |
financial statements and the operating status of each month in advance of the prescribed deadline? |
|---|---|---|---|---|
| VIII. Does the Company have other information that enables a better understanding of the Company’s corporate governance practices (including but not limited to employee rights, employee care, investor relations, supplier relations, stakeholders’ rights, continuing education of directors and supervisors, implementation of risk management policies and risk assessment standards, implementation of customer policies, and insuring against liabilities of Company’s directors and supervisors)? |
V | I. Employee rights: In addition to protecting the legal rights of the employees according to the Labor Standards Act, the Company has set up the Employee Welfare Committee to provide various benefits for employees. II. Employee care: The Company has established a good relationship of mutual trust and independence with our employees through the employee welfare system and education and training system. We also arrange health checkup on a regular basis. III. Investor relations: A spokesman and deputy spokesman system has been set up for outward relationship and communication, and a person has been designated to disclose the information of the Company on the MOPS according to laws and regulations. IV. Supplier relations: The Company will continue to maintain a good relationship with the suppliers based on the principles of mutual trust and benefit. V. Stakeholders’ rights: The Company maintains smooth communication and recommendation channels with the stakeholders to protect the legal rights that they deserve. A spokesman and deputy spokesman system has been set up for answering the questions and dealing with the recommendations that shareholders raise. VI. Continuing education of directors: The Company encourages the directors to take continuing education courses. The continuing education courses that the directors of the Company took in 2024 included the ESG information disclosure trends and norms, global economic conditions and industry prospects, net-zero sustainable talent training classes, sustainable development practical seminars, legal liability for corporate financial reporting crimes, and judicial investigation and evidence collection litigation cases, etc. VII. Implementation of risk management policies and risk assessment standards: The Company has established the SOP and an internal management system in line with relevant laws and the actual operational requirements. In addition to organizing education and training to ensure the correct concept of the employees, we promote and implement different risk management regulations to reduce the risk that may occur to our finance and business. In addition, the internal auditors checks the implementation of the Company’s risk |
No significant deviation |
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Two. Corporate Governance Report
| Evaluation item | Operation Reasons for the |
|---|---|
| deviations from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies Yes No Summary |
|
| management regulations. The Company makes improvement for the deficiencies, performs proper assessment, and effectively supervises the operation of the risk management mechanism. VIII. Implementation of customer policies: The Company protects the confidentiality of the customers strictly. For the customers who have a competitive relationship with each other, designs are conducted in different specific sections and firewalls are built for this purpose. IX. The Company takes out liability insurance for our directors and supervisors. These have been reported on the MOPS. X. Internal and external education and training on ethical management have been organized (including the courses on ethical management, corporate governance, professional ethics and security management, and accounting system and internal control.) |
|
| IX. Improvements made based on the corporate governance evaluation result announced by the Corporate Governance Center of TWSE in the most recent year, and the prioritized improvements and measures for the areas to be improved. There is no needed to be described for the companies that are not included in the evaluation): 1. Improvements that the Company has made: A. Board member diversity policy. B. English disclosure of interim financial reports. C. Director and management succession plan. D. CSR. E. Setup of an information security risk management framework. 2. Prioritized improvements and measures for the areas to be improved: A. Disclose the policy on linking senior executive compensation with ESG-related performance evaluations. B. Establish written rules for financial operations with relatedparties. |
- 24 -
Two. Corporate Governance Report
==> picture [742 x 202] intentionally omitted <==
----- Start of picture text -----
Table 1: The implementation status of the diversity policy on the composition of the Board members
Name Nationality Gender Employee Age Term of The Accounting Business Crisis Knowledge International Leadership Decision-
status office for ability to and management management of the market ability making
independent make financial ability ability industry perspective ability
directors judgments analysis
41- 51- 61- 71- Less 3 to about ability
50 60 70 80 than 9 operations
3 years
years
Wang Kuan- R.O.C. Male V V V V V V V V V V
Hsiang
Wang Kuan- R.O.C. Female V V V V V V V V V V
Chua
Huang Chin- R.O.C. Male V V V V V V V V V V
Hsiang
Chen Chun- R.O.C. Male V V V V V V V V V
Wei
Kuo Pu-Chao R.O.C. Male V V V V V V V V V V
Yang Ching- R.O.C. Male V V V V V V V V
Chi
Lee Cherng R.O.C. Male V V V V V V V V V
Wu Chwan- R.O.C. Male V V V V V V V V V
Chyuan
Chen Li-Tsung R.O.C. Male V V V V V V V V V
----- End of picture text -----
Table 2: Assessment criteria of CPA independence
==> picture [529 x 207] intentionally omitted <==
----- Start of picture text -----
Serial CPA ChenCheng- CPA
Assessment item
no. Hsueh Chang Tzu-Hsin
1 Not a director or supervisor of the Company or our affiliates. Yes Yes
2 Not a director or supervisor of the Company or our affiliates (except for an independent director of the Company, or
the parent of the Company, or a subsidiary in which the Company directly or indirectly holds more than 50% voting Yes Yes
shares.)
3 Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children,
or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of issued shares Yes Yes
of the Company or ranks as one of the Top 10 shareholders.
4 Not a spouse, or relative within the second degree of kinship, or lineal relative within the third degree of kinship, of
Yes Yes
any persons under the preceding three paragraphs.
5 Not a director, supervisor or employee of an corporate shareholder holding more than 5% of the issued shares of the
Yes Yes
Company, or of any Top 5 corporate shareholders.
6 Not a director, supervisor, managerial officer, or shareholder holding more than 5% of the issued shares of a specific
Yes Yes
company or institution that has a financial or business relationship with the Company.
7 Not a spouse nor a relative within the second degree of kinship of another director. Yes Yes
8 None of the circumstances under Article 30 of the Company. Yes Yes
9 Not elected in the capacity of a government agency, a juristic person, or a representative thereof, as provided in
Yes Yes
Article 27 of the Company Act;
10 Other valid reference information: CPA’s Statement of Independence Yes Yes
----- End of picture text -----
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Two. Corporate Governance Report
- (IV). If the Company has a compensation committee, its formation and operation shall be disclosed:
1. Information on Compensation Committee members:
| CriteriaStatus Name |
CriteriaStatus Name |
Professional qualifications | Independence | Number of other public companies where the person also serves in a compensation committee |
|---|---|---|---|---|
| and experience | ||||
| Independent director (convener) |
Lee Cherng | An instructor or higher up in a department of business, law, or other academic department required for the business of the Company in a public or private junior college, college, or university, without the circumstances under Article 30 of the Company Act. |
1. The person and his/her spouse or relatives within the second degree of kinship are not the directors, supervisors or employees of the Company or any of its affiliates. 2. The independent director or his spouse or relative within the second degree of kinship does not hold any stocks of the Company on his/her own or in the name of others. 3. The independent director is not a director, supervisor or employee of any company that has a specific relationship with the Company (with reference to Article 3, Paragraph 1, Subparagraph 5~8 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies). 4. The independent director did not receive compensation for providing the Company or affiliates with commercial, legal, financial, accounting or related services in the most recent twoyears. |
3 |
| Independent director |
Wu Chwan- Chyuan |
CPA or other professional or technical specialists who have passed a national examination and have been awarded a certificate in a professional capacity that is necessary for the business of the Company, without the circumstances under Article 30 of the Company Act. |
1. The person and his/her spouse or relatives within the second degree of kinship are not the directors, supervisors or employees of the Company or any of its affiliates. 2. The independent director or his spouse or relative within the second degree of kinship does not hold any stocks of the Company on his/her own or in the name of others. 3. The independent director is not a director, supervisor or employee of any company that has a specific relationship with the Company (with reference to Article 3, Paragraph 1, Subparagraph 5~8 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies). 4. The independent director did not receive compensation for providing the Company or affiliates with commercial, legal, financial, accounting or related services in the most recent twoyears. |
1 |
| Independent director |
Chen Li-Tsung | An instructor or higher up in a department of business, law, or other academic department required for the business of the Company in a public or private junior college, college, or university, without the circumstances under Article 30 of the Company Act. |
1. The person and his/her spouse or relatives within the second degree of kinship are not the directors, supervisors or employees of the Company or any of its affiliates. 2. The independent director or his spouse or relative within the second degree of kinship does not hold any stocks of the Company on his/her own or in the name of others. 3. The independent director is not a director, supervisor or employee of any company that has a specific relationship with the Company (with reference to Article 3, Paragraph 1, Subparagraph 5~8 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies). 4. The independent director did not receive compensation for providing the Company or affiliates with commercial, legal, financial, accounting or related services in the most recent twoyears. |
None |
| Director | Yang Ching-Chi | Work experience in business, law, or other areas required for the business of the Company without the circumstances under Article 30 of the Company Act. |
1. The person and his/her spouse or relatives within the second degree of kinship are not the directors, supervisors or employees of the Company or any of its affiliates. 2. The independent director or his spouse or relative within the second degree of kinship does not hold any stocks of the Company on his/her own or in the name of others. 3. The independent director is not a director, supervisor or employee of any company that has a specific relationship with the Company (with reference to Article 3, Paragraph 1, Subparagraph 5~8 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies). 4. The independent director did not receive compensation for providing the Company or affiliates with commercial, legal, financial, accounting or related services in the most recent twoyears. |
1 |
Note 1:Professional qualifications and experience:Describe the professional qualifications and experience of individual directors and supervisors. If they are
- 26 -
Two. Corporate Governance Report
members of the audit committee and have accounting or financial expertise, they should describe their accounting or financial background and work experience, and also explain whether they have not met the requirements of Article 30 of the Company Act.
Note 2:Independent directors should describe the circumstances that satisfy their independence, including but not limited tothe person and his/her spouse or relatives within the second degree of kinship are not the directors, supervisors or employees of the Company or any of its affiliates ; the independent director or his spouse or relative within the second degree of kinship does not hold any stocks of the Company on his/her own or in the name of others; whether the independent director is not a director, supervisor or employee of any company that has a specific relationship with the Company (with reference to Article 3, Paragraph 1, Subparagraph 5~8 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies); the independent director did not receive compensation for providing the Company or affiliates with commercial, legal, financial, accounting or related services in the most recent two years.
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Note 3:For disclosure methods, please refer to the Best Practice Reference Examples on the TWSE website.
More than 5 years of work experience and following professional
Criteria qualifications Compliance with independence requirements (Note 2)
An instructor or A judge, public Work experience
higher up in a prosecutor, attorney, in business, law,
department of certified public finance, Number of
commerce, law, accountant, or other accounting, or other public
finance, accounting, or professional or other areas companies
Status other academic technical specialist required for the where the
department related to who has passed a business of the person also
company business in a national examination Company 1 2 3 4 5 6 7 8 9 10 serves in a
(Note 1) public or private and has been awarded a compensatio
junior college, college, certificate in a n committee
or university professional capacity
that is necessary for the
business of the
Name Company.
Independent Wu Chwan-Chyuan V V V V V V V V V V V V 1
director
Independent Lee Cherng V V V V V V V V V V V V 3
director
Independent Chen Li-Tsung V V V V V V V V V V V V 0
director
Director Yang Ching-Chi V V V V V V V V V V V 1
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Note 1: Please fill in the column under “Status” with “director,” “independent director” or “others”. Note 2: Place a “V” in the box if the member met the following conditions at any time during active duty and two years prior to the date elected. (1) Not a director or supervisor of the Company or our affiliates.
(2) Not a director or supervisor of the Company or our affiliates (The same does not apply, however, in cases where the person is an independent director of the Company, the parent of the Company, or any subsidiary, or any subsidiary of the same parent, as appointed and concurrently serving as such in accordance with the Act or the regulations of the local country.)
(3) Not a natural-person shareholder who holds shares, together with those held by his/her spouse, minor children, or held by the person under others' names, in an aggregate of 1% or more of the total number of issued shares of the Company, or ranking among the top 10 natural-person shareholders in holdings.
(4) Not a spouse, or relative within the second degree of kinship, or lineal relative within the third degree of kinship, of an executive officer falling under Point (1) above, or of any of the persons in Point (2) or (3) above.
(5) Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total number of issued shares of the Company, or ranks as one of its top five shareholders, or designates its representative to serve as a director or supervisor of the Company under Article 27, paragraph 1 or 2 of the Company Act. (The same does not apply, however, in cases where the person is an independent director of the Company, the parent of the Company, or any subsidiary, or any subsidiary of the same parent, as appointed and concurrently serving as such in accordance with the Act or the regulations of the local country.)
(6) In case a majority of the Company's director seats or voting shares and those of any other company are controlled by the same person, not a director, supervisor, or employee of that other company. (The same does not apply, however, in cases where the person is an independent director of the Company, the parent of the Company, or any subsidiary, or any subsidiary of the same parent, as appointed and concurrently serving as such in accordance with the Act or the regulations of the local country.)
(7) In case the President, General Manager, or person holding an equivalent position of the Company and a person in any of those positions at another company or institution are the same person or are spouses, not a director, supervisor or employee of that other company or institution. (The same does not apply, however, in cases where the person is an independent director of the Company, the parent of the Company, or any subsidiary, or any subsidiary of the same parent, as appointed and concurrently serving as such in accordance with the Act or the regulations of the local country.) .
(8) Not a director, supervisor, or managerial officer, or a shareholder directly holding 5% or more of the shares, of any specific company or institution that has a business or financial relationship with the Company. (The same does not apply, however, in cases where the specific company or institution holds 20% or more and not more than 50% of the total number of the Company's issued shares and is an independent director of the Company, the parent of the Company, or any subsidiary, or any subsidiary of the same parent, as appointed and concurrently serving as such in accordance with the Act or the regulations of the local country.)
(9) Not a professional individual who, or an owner, partner, director, supervisor, or managerial officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the company or any affiliate of the company, or that provides commercial, legal, financial, accounting or related services to the Company or any affiliate of the Company in the most recent two years with an accumulated service compensation of NT$500,000 or less, or a spouse thereof; provided that this restriction does not apply to a member of the Compensation Committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Securities and Exchange Act or to the Business Mergers and Acquisitions Act or related laws or regulations. .
(10) None of the circumstances under Article 30 of the Company. Not a director or supervisor of the Company or our affiliates.
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Two. Corporate Governance Report
-
Information on the operation of the Compensation Committee
-
(1). The Compensation Committee of the Company is comprises of 4 members. (2). Term of office of the current Committee members: May 30, 2023 to May 29, 2026; the Compensation Committee held 3 meetings (A) in the most recent year (2024). The qualifications of the members and their presence status are as follows:
| Title Name Actual number of presence (B) Number of presence by proxy Actual presence rate (%) [B/A] Remarks |
Title Name Actual number of presence (B) Number of presence by proxy Actual presence rate (%) [B/A] Remarks |
Title Name Actual number of presence (B) Number of presence by proxy Actual presence rate (%) [B/A] Remarks |
Title Name Actual number of presence (B) Number of presence by proxy Actual presence rate (%) [B/A] Remarks |
|---|---|---|---|
| Convener LeeCherng 3 0 100% |
|||
| Member WuChwan-Chyuan 3 0 100% |
|||
| Member Chen Li-Tsung 3 0 100% |
|||
| Member Yang Ching-Chi 2 0 67% |
|||
| Other matters to be specified: I. If the Board of Directors does not adopt or revise the suggestions of the Compensation Committee, the date, term and proposal of the Board of Directors meeting, the Board of Directors resolution and actions taken by the Company on the Compensation Committee’s opinions shall be specified (if the amount of remuneration adopted by the Board of Directors is higher than that suggested by the Compensation Committee, the differences and reasons must be indicated): None. II. For any resolution of the Compensation Committee for which dissent or reservation is expressed by any of the members and recorded in the minutes or a written statement, the date, term and proposal of the Compensation Committee meeting, opinions of all members and actions taken on such opinions shallbe specified: None. |
|||
| (3). | Discussion matters and resolutions of the Compensation Committee in 2024, and the actions of the Company on the opinions of the Committee members: Proposal Resolution Actions of the Company on the Compensation Committee’s opinions Proposal for the distribution of the measurement to the employees and directors in 2023. All the present members approved the proposal unanimously when the chairperson asked for their opinions. N/A Proposal for the directors' and managers' compensation distribution in 2023. All the present members approved the proposal unanimously when the chairperson asked for their opinions. N/A Proposal for the adjustment of the remuneration to the managerial officers. Proposal for the distribution of the measurement to the employees and directors in 2024. All the present members approved the proposal unanimously when the chairperson asked for their opinions. N/A |
||
| Date | Proposal | Resolution | Actions of the Company on the Compensation Committee’s opinions |
| 2024.02.27 1st meeting in 2024 |
Proposal for the distribution of the measurement to the employees and directors in 2023. |
All the present members approved the proposal unanimously when the chairperson asked for their opinions. |
N/A |
| 2024.05.08 2nd meeting in 2024 |
Proposal for the directors' and managers' compensation distribution in 2023. |
All the present members approved the proposal unanimously when the chairperson asked for their opinions. |
N/A |
| 2024.11.06 3rd meeting in 2024 |
Proposal for the adjustment of the remuneration to the managerial officers. Proposal for the distribution of the measurement to the employees and directors in 2024. |
All the present members approved the proposal unanimously when the chairperson asked for their opinions. |
N/A |
I. If the Board of Directors does not adopt or revise the suggestions of the Compensation Committee, the date, term and proposal of the Board of Directors meeting, the Board of Directors resolution and actions taken by the Company on the Compensation Committee’s opinions shall be specified (if the amount of remuneration adopted by the Board of Directors is higher than that suggested by the Compensation Committee, the differences and reasons must be indicated): None.
II. For any resolution of the Compensation Committee for which dissent or reservation is expressed by any of the members and recorded in the minutes or a written statement, the date, term and proposal of the Compensation Committee meeting, opinions of all members and actions taken on such opinions shall be specified: None.
-
Information about the members of the nomination committee and its operation: N/A
-
28 -
Two. Corporate Governance Report
(V). Promotion and implementation status of sustainable development, deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies, and reasons for such deviations:
-
Operation of the Sustainability Committee.
-
(1). The Sustainability Committee is composed of 3st independent directors and 3stdirectors, and holds at least one meeting every year. The cores of the annual tasks are described below:
-
A. Formulation of the company’s sustainable development policy.
-
B. The sustainable development of the company includes the formulation of sustainable governance, honest management, environmental and social goals, strategies and execution plans.
-
C. Review, track and revise the implementation and effectiveness of the company's sustainable development, and report to the board of directors regularly.
-
D. Pay attention to issues of concern to all stakeholders, including shareholders, customers, suppliers, employees, governments, non-profit organizations, communities, and the media, and supervise communication plans.
-
-
(2). Operation of the Sustainability Committee:Recent year (2023)The Sustainability Committee was established on Nov 7, 2023.
the Compensation Committee held 2 meetings (A) in the most recent year (2024). The qualifications of
the members and their presence status are as follows:
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Actual number of Number of
Actual presence (attendance)
Title Name presence presence by Remarks
rate (%) [B/A]
(attendance) B proxy
Director Wang Kuan-Chua 2 0 100%
Independent director Lee Cherng 2 0 100%
Independent director Wu Chwan-Chyuan 2 0 100%
Independent director Chen Li-Tsung 2 0 100% Video
Director Wang Kuan-Hsiang 2 0 100%
Director Yang Ching-Chi 2 0 100%
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| Implementation status(Note 1) Deviations |
Implementation status(Note 1) Deviations |
Implementation status(Note 1) Deviations |
Implementation status(Note 1) Deviations |
|
|---|---|---|---|---|
| from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and reasons for such deviations Yes No Summary |
||||
| Implementation item | ||||
| I. Does the Company have a governance structure that promotes sustainable development and have a dedicated unit or designate an existing unit for the task of sustainable development promotion? Does the Board of Directors of the Company authorize the top management to handle relevant matters? How does the Board of Directors conduct supervision? |
V |
1.The Company’s governance structure for promotion of sustainable development: The Board of Directors is the highest decision-making body for issues related to sustainable development. In November 2023, a functional committee, the "Sustainable Development Committee", was established. Director Wang Guanjuan serves as the chairman. Together with several directors from different fields, they review the company's core operating capabilities and formulate mid- and long- term sustainable development plans. The Sustainability Office is responsible for assisting in the planning and implementation of sustainable development strategies, while the Lishan Sustainability Management Committee (Lishan ESG Committee for short) is responsible for promoting implementation. 2.The implementation status of the Company’s organizations is described below: (1)The name and establishment date of the dedicated sustainable developmentpromotion units and the authorization from the Board of |
No significant deviation |
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Two. Corporate Governance Report
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Implementation status (Note 1) Deviations
from the
Sustainable
Development
Best Practice
Implementation item Principles for
Yes No Summary
TWSE/TPEx
Listed
Companies and
reasons for
such deviations
Directors. In November 2021, the The Rexon Sustainable Operations
Committee was formally established.
(2)The composition and operation of the promotion unit and its
implementation status in the current year (e.g. work plans and
functions). The managerial officers at the highest level of respective
functions provide customers with competitive innovative products and
services. They show forth their influence on the green environmental
protection among the suppliers; provide safe and healthy environment;
enable employees to fully develop themselves and grow with the
Company; ensure good corporate governance; protect the rights and
interests of the stakeholders; and prepare work plans for participation
in social welfare activities: To create sustainable growth, green
operations, attract people with talent, facilitate co-prosperity and
common good, and ensure the value of charity and sharing.
(3)The frequency at which the promoting unit reports to the Board of
Directors (at least once a year), or the date on which it reports to the
Board of Directors in the current year: At least twice a year; it reported
on February 27, 2024 and August 7, 2024.
3. The chairperson of the ESG Committee is designated by the
President. The members comprise the senior managerial officers of the
Company. The chairperson regularly reports the strategies, objectives
and management guidelines on sustainable development to the Board
of Directors, and reviews the implementation status of the actions.
4. The Chairman of the Sustainability Committee reports to the Board
of Directors on the implementation results of sustainable development
and future work plans every six months. Two meetings were held in
2024, and the agenda included:
(1) Identify sustainable development issues that require attention and
formulate action plans;
(2) Goals, policies, and action plans for sustainability-related issues
(3) Supervise the implementation of sustainable business matters and
evaluate the execution status.
II. Does the Company conduct risk assessment for V This disclosure covers the company’s sustainable development No significant
environmental, social and corporate governance performance at its major locations from January to December 2024. deviation
issues related to the Company’s operations in The risk assessment boundary is primarily the Company, including
accordance with the materiality principle, and Taiwan. Based on the relevance to our core business and the degree
formulate relevant risk management policies or of impact on major topics, our subsidiary, Rexon Technology Co.,
strategies? Ltd., is also included in this scop.
The Sustainability Committee analyzes the sustainability report based
on the materiality principle and communicates with internal and
external stakeholders.
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Two. Corporate Governance Report
| Implementation item | Implementation status(Note 1) | Implementation status(Note 1) | Implementation status(Note 1) | Deviations |
|---|---|---|---|---|
| Yes No Summary |
from the | |||
| Sustainable | ||||
| Development | ||||
| Best Practice | ||||
| Principles for | ||||
| TWSE/TPEx | ||||
| Listed | ||||
| Companies and | ||||
| reasons for | ||||
| such deviations | ||||
| We evaluate material ESG issues by reviewing domestic and foreign research reports and literature, and by integrating the evaluation data from various departments and subsidiaries. Material ESG issues are evaluated, and risk management policies are formulated for effective identification, measurement, evaluation, supervision, and control. Specific action plans are then adopted to mitigate the impact of related risks. Based on the results of the 2024 risk identification, the important topics for this year can be covered in three main themes: 1. Technology upgrade and expansion: mainly includes new technologies, new materials, new equipment, new patents and other related matters. The company is committed to extending existing technologies to applications and products in different industries; and strengthening the company's R&D capabilities by introducing external new technologies and importing new equipment. 2. Declining birthrate: mainly for the selection, training and retention of human resources. Within the company, we retain experienced and excellent human resources through the policy and implementation of talent cultivation and retention, and improve the availability of human resource scheduling through multi-skilled worker training; outside the company, we actively absorb new generation talents by recruiting outstanding talents. 3. Political and economic risks: mainly include global trade wars, inflation and market changes, and how they may affect customer choices. The company will carefully evaluate and formulate response measures to turn the crisis into an opportunity. Every change is a new opportunity. The company will also diversify its operating risks by establishingnewproduction bases in Southeast Asian countries. |
||||
| III. Environmental issues (I) Does the Company have an appropriate environmental management system established in accordance with its industrial characteristics? (II) Is the Company dedicated to enhancing energy efficiency and using recycled materials with low impact on the environment? |
V V |
(I) The Company implemented the ESH management system and acquired the ISO 14000 certificate in 1999, and ISO 14001 certificate in 2023. The recycle, disposal and use of waste are performed in accordance with the laws and regulations governing the environmental management system and environmental protection. We review the implementation effectiveness whenever necessary and make improvement continually. A environment and safety department has been set up as the dedicated management unit. (II) The Company is dedicated to enhancing energy efficiency and using recycled materials with low impact on the environment: A. Increase theproportion ofgreen energyuse,reduce carbon |
No significant deviation No significant deviation |
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Two. Corporate Governance Report
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----- Start of picture text -----
Implementation status (Note 1) Deviations
from the
Sustainable
Development
Best Practice
Implementation item Principles for
Yes No Summary
TWSE/TPEx
Listed
Companies and
reasons for
such deviations
footprint, promote energy self-sufficiency, improve corporate
energy efficiency, reduce power consumption, and reduce
carbon emissions. Through the above, we support companies
to achieve ESG (environment, society, governance)
sustainable development commitments and contribute to
global environmental protection and sustainable use of
resources.
B. Introduction of solar panels and green energy management:
Green energy generation accounts for 19.57% of electricity
consumption.
C. Upgrade of air-conditioning equipment and smart
electricity management strategy: The energy saving from air-
conditioning replacement is 33,000 kWh.
D. Traditional lighting equipment is replaced with energy-
saving LED lamps: The replacement rate of lamps in
buildings is 22.14%.
The replacement rate of lamps in the factory area is 69.57% No significant
(III) Does the Company assess the current and future V (III) In response to the climate change, the Company has introduced deviation
risks and opportunities which climate change new processes, performed automation, eliminated old
potentially brings to the Company? Does the equipment and replaced it with new energy-saving equipment,
Company take measures in response to climate- enhanced management and recycle of waste, and developed
related issues? green products.A detailed description of the climate change risk
and opportunity analysis has been disclosed in the Company's
Sustainability Report.
(IV) Does the Company make statistics of the V (IV) In 2024, the Company commissioned SGS (SGS Taiwan Ltd.) No significant
greenhouse gas emissions, water consumption to perform GHG inventory verification. In addition to acquiring deviation
and total waste weight in the past two years? Does the ISO 14064 certificate, we statistically calculate the GHG
the Company have policies for energy saving and emissions and the weight of the waste every year, and establish
carbon reduction, reduction of greenhouse gas the annual reduction goal to optimize the environmental
emissions, reduction of water consumption, or performance year by year.
other waste management policies? Water consumption in the past two years(unit:million liters)
Water water
Year intake Displacement consumption
2022 10,588 3,742 6,846
2023 10,293 3,416 6,877
Waste consumption in the past two years(unit:tonnes)
Hazardous Non-Hazardous Total amount
Year
waste waste declared
2022 19.14 3.66 22.80
2023 (Note 1) 3.90 3.90
We have established water pollution prevention and
managementmeasures. The water mainly come from Liyutan
Reservoir and issupplied by Taiwan Water Corporation. No
industrial wastewater isgenerated from the production line or
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Two. Corporate Governance Report
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----- Start of picture text -----
Implementation status (Note 1) Deviations
from the
Sustainable
Development
Best Practice
Implementation item Principles for
Yes No Summary
TWSE/TPEx
Listed
Companies and
reasons for
such deviations
manufacturing process. Thewastewater generated from the
factory mainly comes from water forthe daily life of the
employees. To assess the impact on the watersource area, we
refer to the "Aqueduct Water Risk Atlas" of the
WorldResources Institute. It shows that the water risk level of
the Dali
Industrial Area in Taiwan is low to medium (Level 1-2).
Therefore,Rexon did not bring about immediate risk or
significant impact on theenvironment or water resources during
the period from 2021 to 2023.We cooperate with third-party
environmental monitoring companiesthat comply with laws
and regulations to conduct long-term testingand control of
domestic wastewater to ensure that it meets thedischarge
standard. The treated domestic wastewater is directly
discharged into the local surface water body.
We haveestablished the "Waste Management Regulations". All
the employees of Rexon shall follow and implement these
management regulations properly. To ensure that the waste
generated from the factory can be controlled from the source,
during the transport,at the stage of final disposal, and in the
aspect of the impact on pollution of external environment,
Rexon selects qualified waste transport anddisposal service
providers, and records and manages transport and disposal data
properly to meet the essential requirements of the ISO 14001
EMS policy, and we take the reduction ofindustrial waste as the
first consideration. We continue to assess the possibility of
reducing waste generation from the production process
andconsider the proper disposal of waste as a last resort. For
example, we can control and verify the waste removal and
disposal flow through awaste disposal form and the GPS
function, and arrange visits and audits of waste treatment plants
from time to time to ensure that the waste isproperly processed
and that we can fulfill our responsibilities as a waste
management body. (Note 1: Only a very small amount of
hazardous waste, about 100 gallons (400 liters) on average
every year, is generated from the chemicals needed for the
production process. Itis estimated that hazardous waste is
declared for disposal once every three years on average. Hence,
no hazardous waste was declared andgenerated in 2023.)
IV. Social issues
(I) Does the Company have management policies V (I) Rexon is committed to following international human rights No significant
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Two. Corporate Governance Report
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----- Start of picture text -----
Implementation status (Note 1) Deviations
from the
Sustainable
Development
Best Practice
Implementation item Principles for
Yes No Summary
TWSE/TPEx
Listed
Companies and
reasons for
such deviations
----- End of picture text -----
| and procedures in accordance with relevant regulations and international human rights conventions? (II) Does the Company establish and implement reasonable employee benefit measures (including remuneration, leave and other benefits)? Is the operating performance or results properly reflected in the remuneration for employees? |
V |
standards, including the United Nations Universal Declaration of Human Rights, the United Nations Global Compact and the International Labor Organization Declaration on Fundamental Principles and Rights at Work, and complying with relevant laws and regulations. We strive to maintain harmonious labor- management relations, achieve equal rights in the workplace, ensure health and safety in the workplace, and improve the physical, mental and spiritual balance of our employees. We have established company management regulations, including "Work Rules", "Prevention Plan for Illegal Harm in Performance of Duties" and "Human Resources Management Regulations", which clearly declare the protection of employees' human rights. In order to strengthen employees' awareness of human rights and protect their rights from infringement, we have established a diversified and effective communication mechanism, a sound salary and benefits system, and provided training and development opportunities and courses.The human rights management policies and specific plans are summarized as follows: In 2023, the government revised the laws related to gender equality. In order to promote gender equality measures in a more systematic manner, Lishan established a Gender Equality Committee that year. In 2024, the Gender Equality Committee held two meetings to ensure that existing policies were reviewed and updated, and that their effectiveness was continuously monitored and evaluated. As of the end of December 2024, neither Lishan nor Lishan Technology has received any complaints of employment discrimination. In 2024, the requirements for freedom of association and collective agreements were included in the management items of supplier audits. We also promote human rights policies at supplier conferences and supplier audit management. (II) The Company has established and implemented reasonable employee benefit measures (including remuneration, leave and other benefits). The employee remuneration policy is determined in consideration of the personal capability, contribution to the Company, performance, competitiveness, and the future operation According to Article 25 of the Articles of Incorporation, if there is a profit in a fiscal year, the Company shall allocate at least 5% of the profit as the remuneration to the employees. It maybe distributed in shares or cash as resolved |
deviation No significant deviation |
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Two. Corporate Governance Report
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----- Start of picture text -----
Implementation status (Note 1) Deviations
from the
Sustainable
Development
Best Practice
Implementation item Principles for
Yes No Summary
TWSE/TPEx
Listed
Companies and
reasons for
such deviations
----- End of picture text -----
| (III) Does the Company provide employees with a safe and healthy work environment, and regularly provide them with safety and health education? (IV) Does the Company have effective programs for development and training regarding employees’ career skills? (V) With respect to the issues related to products and services, such as customer health and safety, customer privacy, marketing and labeling, does the Company conform to the relevant regulations and international standards and establish the relevant rights protection policies and complaint procedures for the consumers or customers? (VI) Does the Company have a supplier management policy that requires suppliers to comply with the regulations concerningenvironmentalprotection, |
V V V V |
by the Board of Directors. The employees of the subsidiaries who meet certain criteria are entitled to receiving the remuneration.The board of directors approved a 10% increase in employee compensation for 2024, to appropriately reflect operating performance or results in employee remuneration. (III) The company has obtained ISO 45001 certification.The company has followed “Occupational Safety and Health Act” and set up qualified first-aid personnel and adequate first-aid kits, and arranged education and training for new employees, the personnel involved in changes of jobs, and newly appointed managerial officers in charge of safety and health education and training. Also, we have set up breastfeeding rooms pursuant to the “Act of Gender Equality in Employment”. The Company has established an emergency response team, defined the emergency response process, and formulated the Industrial Safety and Health Work Rules to cope with emergencies including power failure, water supply failure, fire, flood, typhoon, earthquake, personal injury (that may lead to temporary or permanent disability, food poisoning, statutory infectious disease (SARS), water pollution, and other emergencies that may lead to loss of personal life or property and environmental pollution. The information on the measures for protection of the work environment and personal safety. (IV) The Company has set up the HR Division, established effective employee career development and training plans, and implemented internal and external education and training.In 2024, intensive training for talent echelons and a mentor- apprentice case experience learning model, the company has been able to adapt more flexibly to future challenges and ensure long-term competitiveness. (V) The Company observes relevant laws and international standards. The product-related consumer rights and services are dealt with directly by brand customers. (VI) Promote the supply chain's understanding and practice of sustainability, fully implement the evaluation mechanism, and strengthen the sustainability capabilities of the supply chain. In 2024,the "Supplier Code of Conduct" was formulated and |
No significant deviation No significant deviation No significant deviation No significant deviation |
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Two. Corporate Governance Report
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----- Start of picture text -----
Implementation status (Note 1) Deviations
from the
Sustainable
Development
Best Practice
Implementation item Principles for
Yes No Summary
TWSE/TPEx
Listed
Companies and
reasons for
such deviations
occupational safety and health or labor rights? signed by 164 companies, and the "Social Responsibility Self-
What’s the status of its implementation? Assessment Form" was formulated and signed by 120
companies, and new ESG-oriented assessment items were
added. Held an annual supplier conference and sustainable
advocacy meeting, during which the ESG concept was
promoted and advocated to suppliers with three major themes:
"Global Sustainable Development Trends", "Lishan
Sustainable Development Progress" and "Sustainable Initiative
Communication".
V. Does the Company use internationally accepted V The Company prepares the Sustainability Report in accordance with No significant
standards or guidelines for preparation of reports the general standards, industry standards and major theme standards deviation
as reference in preparing the corporate issued by the Global Reporting Initiative (GRI).
sustainability report and other reports disclosing
non-financial information of the Company? Are
assurance or guarantee opinions from any third-
party verifying agent acquired for the
aforementioned reports?
VI. In the event that the Company has established sustainable development best practice principles based on the “Sustainable Development
Best Practice Principles for TWSE/TPEx Listed Companies,” please describe the differences between the implementation and the established
principles: The Company implement the corporate social responsibility in accordance with the “Sustainable Development Best Practice
Principles for TWSE/TPEx Listed Companies.”
VII. Other information that enables a better understanding of the Company’s promotion of sustainable development:
For the Company’s various sustainable development operations, please refer to the Company’s website (https://www.rexon.net/) and related
publications (such as: Annual Sustainability Report, etc.).
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Note 1: When “yes” is selected for the implementation status, please specify the important policies, strategies and measures taken and the implementation status thereof; on the other hand, if “no” is selected, please describe the deviations, reasons and plans regarding the future policies, strategies and measures in the column of “deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies, and reasons thereof.”
Note 2: The materiality principle means that the issues related to the aspects of environment, society and corporate governance have material impact on the Company’s investors and other stakeholders.
Note 3: As for the disclosure method, refer to the best practice references on the website of the Corporate Governance Center of TWSE.
- 36 -
Two. Corporate Governance Report
(VI). Climate-related information of TWSE/TPEx listed companies
1. Climate-related information and implementation status
| 1. Climate-related information and implementation status |
1. Climate-related information and implementation status |
|---|---|
| Item | Implementation status |
| 1. Description of the monitoring and governance that the Board of Directors and management perform with respect to the climate-related risks and opportunities. 2. Description of the short-term, medium-term and long-term impact of the identified climate risks and opportunities on the business, strategy and finance of the Company. 3. Description of the impact of extreme climate events and transformation actions on the finance. 4. Description of how the climate risk identification, assessment and management processes are integrated in the overall risk management system. 5. If scenario analysis is used to assess the resilience against climate change risks, the scenario, parameter, assumption, and analysis factor used as well as the major impact on finance shall be specified. 6. If there is a transformation plan in response to the management of the climate-related risks, describe the contents of the plan, the indicators used for identification and management of physical and transformation risks, and the goals. 7. If internal carbon pricing is used as a planning tool, the pricing basis shall be specified. 8. If any climate-related goals have been set, the information on the activities covered, the scope of greenhouse gas emissions, the planned schedule, and the progress which shall be achieved every year shall be specified; if carbon offset or renewable energy certificate (REC) is used to achieve related goals, the source and amount of the offset carbon credit or the number of the renewable energy certificate (REC) shall be specified. 9. The GHG inventory and assurance are provided in 1-1) separately. |
With regard to the risk management related to climate change, the Board of Directors is the highest governance body and conducts supervision.The ESG Committee subordinate to the Board of Directors is responsible for promotion under the supervision of the Board and reports to theBoard on a regular basis. In 2023, the Sustainability Office took the responsibility for promotion, checked the operational aspects and issuesaffected by climate disasters, formulated action plans, and clarified the impact of the climate disasters on material operational aspects (suchas assets and production) in accordance with the Task Force on Climate-related Financial Disclosures (TCFD). The Sustainability Office furtherchecked the issues affected under each operational aspect and the reasons of the impact in order to reflect the impact of the climate disasters onthe finance of the Company Risk ranking 1: Extreme temperatures increase greenhouse gas emissions costs Risk ranking 2: Demand for transformation to low-carbon products and services Risk ranking 3: Transformation of low-carbon technology, high-efficiency technology improvement and innovation Opportunity 1: Use more efficient energy and production processes Opportunity 2: Establish a low-carbon material database to explore sustainable product business opportunities |
1-1. GHG inventory and assurance
How to fill out the form
-
The information on Scope 1 and Scope 2 in the form shall be handled in accordance with the schedule under Article 10, Paragraph 2 of the Regulations. The disclosure of the Scope 3 information is up to the company.
-
Companies may perform greenhouse gas inventory pursuant to the following standards:
-
(1) Greenhouse Gas Protocol (GHG Protocol).
-
(2) ISO 14064 1 issued by the International Organization for Standardization (ISO).
-
Assurance institutions shall meet the assurance requirements specified by the TWSE and TPEx for the sustainability report.
-
Subsidiaries can be described individually, aggregately (e.g. by country or region), or in a consolidation manner.
-
The intensity of the greenhouse gas emissions can be calculated based on unit product/service or revenue. However, the revenue (NTD million) shall be disclosed, at minimum.
-
The operational bases or subsidiaries that are not incorporated in the calculation of the inventories shall not occupy a percentage of more than 5% in total emissions. These total emissions are calculated based on the compulsory inventory scopes required under the above description item 1.
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----- Start of picture text -----
7. For the assurance, the contents of the assurance report issued by the assurance institution shall be extracted and the complete report shall be attached to the annual report.
Basic information of the company This must be disclosed, at the minimum, in accordance with the “Sustainable
”
Development Roadmap for TWSE/TPEx Listed Company .
□The company in the iron and steel and cement industries with a □Parent company stand-alone inventory□Subsidiary inventory in consolidated
capital of more than NT$10 billion financial reports
□The company with a capital of more than NT$5 billion and less than □Parent company stand-alone assurance□Subsidiary assurance in consolidated
10 billion financial reports
■ The Company with a capital of less than NT$5 billion
Scope 1 Total emissions Intensity Assurance institution Assurance status (Note
(tCO2e) (tCO2e/NTD million) (Note 2) 3)
Parent company 426.1051 0.0635 SGS
Subsidiary Statistics in progress
Total 426.1051 0.0635
Scope 2 Total emissions Intensity Assurance institution Assurance status (Note
(tCO2e) (tCO2e/NTD million) (Note 2) 3)
Parent company 3,043.2969 0.4537 SGS
Subsidiary Statistics in progress
Total 3,043.2969 0.4537
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| Two. Corporate Governance | Two. Corporate Governance | Report | ||
|---|---|---|---|---|
| Scope 3 | Total emissions (tCO2e) |
Intensity (tCO2e/NTD million) (Note 2) |
Assurance institution | Assurance status (Note 3) |
| Parent company | 70,448.5887 | 10.5022 | SGS | |
| Subsidiary | Statistics in progress | |||
| Total | 70,448.5887 | 10.5022 |
Note 1:
-
1.Tucheng Plant was included in 2023. Subsequently,domestic and international sales locations and production sites will be gradually included according to the future greenhouse gas management schedule.
-
The operational control approach is used to define the boundaries, and the calculation method adopts the emission factor approach.
-
The emission factors used are referenced from the Environmental Protection Administration's Greenhouse Gas Emission Factors Management Table (Version6.0.4, June 2019) for different emission sources. Other factors, such as carbon footprint information from the Product Carbon Footprint InformationNetwork, Ecoinvent v3, mass balance calculations, Global Warming Potential (GWP) coefficients from the IPCC Fifth Assessment Report (2021), and carbonemissions from flights based on ICAO data, are used for conversion. In the future, if the government announces new factors, we will comply with theregulations of government agencies and adjust the selection of GWP coefficients accordingly.
-
The emission factor for electricity used at the Taiwan headquarters is 0.494 tonnes of CO2e per kilowatt-hour (announced by the Bureau of Energy, 2023).
-
The greenhouse gas emission intensity is calculated as the annual greenhouse gas emissions divided by the net consolidated revenue for the year (inmillion dollars).
1-2. Greenhouse gas reduction targets, strategies and specific action plans
2023 goals :Supply chain emissionreduction actions – Rexonspares no effort in achievingthe emission reduction goals.We have worked with thesupply chain to implement theemission reduction plan. In2023, Rexon Industrial selected15 key suppliers to collaboratewith the Industrial TechnologyResearch Institute (ITRI)to conduct education andtraining through the "CarbonReduction Workshop" underthe ISO 14064-1 greenhousegas inventory.
Achievementstatus of 2023goals :In 2023, Rexon Industrialand 15 key suppliersworked with the IndustrialTechnology ResearchInstitute (ITRI) to completethe education and trainingthrough the ""CarbonReduction Workshop" underthe ISO 14064-1 greenhousegas inventory.
Specific actions in2023 :A key supplier conference was held in 2023 to discuss climate actions. The Corporate Synergy Development Center wascommissioned to assist 10 suppliers in conducting greenhouse gas inventory and low-carbon diagnosis in December 2023.
Short-termGoals(2024~2025) :
-
By July 2024, we will complete the greenhouse gas inventory andverification scope for Rexon Industrial Tucheng Plant, based on theyear 2023.
-
Subsidiary Rexon Technology is expected to complete the greenhousegas inventory and verification for the year 2024 by December 2025.
-
The plan is to increase the proportion of greenhouse gas inventory fortransportation and product-related emissions in categories 3.1 and 4.1at Rexon Industrial Dali Plant from 80% (baseline year) to 85% by theyear 2025.
-
Subsidiary Tongxiang Rexon Industrial aims to complete thegreenhouse gas inventory and verification for the year 2025 byDecember 2026.
-
Subsidiary PTS Industrial aims to complete the greenhouse gasinventory and verification for the year 2026 by December 2027.
-
The plan is to increase the proportion of greenhouse gas inventory fortransportation and product-related emissions in categories 3.1 and 4.1at Rexon Industrial Dali Plant from 85% (baseline year) to 90% by theyear 2026.
Medium-termand Longterm Goals(2026~2030) :
-
The plan is to increase the proportion of greenhouse gas inventory fortransportation and product-related emissions in categories 3.1 and 4.1at Rexon Industrial Dali Plant from 90% (baseline year) to 100% by theyear 2027.
-
By the year 2030, Rexon Industrial Dali Plant aims to use 15% greenenergy.
-
In accordance with government policies and regulations, the plan is toachieve zero greenhouse gas emissions from all operational sites by2050. ManagementMeasurementMechanism :
Establishment of energy resource reduction goals
-
Prepare implementation budget and establish a cross-company responsible unit.
-
Establish an energy resource team, implement energy resource reduction projects, and follow up on the performanceperiodically.
-
Acquire ISO 14064, ISO 14001 and other management system certifications.
Results
-
Successfully completed the greenhouse gas inventory according to ISO 14064-1. Obtained the verification statement tovalidate our efforts in these areas.
-
The greenhouse gas emissions in 2023 increased by 21,405.775 tCO2e compared to the previous year, while the emissionintensity decreased.10.0010 tCO2e/NT$1 million; in addition to benefitting from the increase of revenue in 2023, this was mainly due to theestablishment of an energy resource team, implementation of energy resource reduction projects, and periodical followup on the performance, resulting in specific performance in overall carbon emissions under effective management in2023.
-
38 -
Two. Corporate Governance Report
(VII). Implementation of corporate ethical management and measures taken: Implementation status of corporate ethical management, deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and reasons for such deviations
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----- Start of picture text -----
Operation (Note 1) Reasons for the
deviations from
the Ethical
Corporate
Management
Evaluation item
Yes No Summary Best Practice
Principles for
TWSE/TPEx
Listed
Companies
----- End of picture text -----
| I. Development of ethical management policies and programs (I) Are the Company’s guidelines on corporate conduct and ethics provided in internal policies and disclosed publicly? Have the Board of Directors and the senior management team demonstrated their commitments to implement the policies? (II) Has the Company established an assessment mechanism for the risk of dishonesty behaviors? Does the Company regularly analyze and assess business activities with a higher risk of dishonesty in the business scope, and formulate a plan to prevent dishonesty behaviors, which at least covers Paragraph 2 of Article 7 in the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies”? (III) Does the Company establish procedures, behavioral guidelines, disciplinary actions and complaint systems in action plans against unethical conduct? Are the plans implemented thoroughly and reviewed and modified regularly? |
V V V |
(I) The Company has established the “Ethical Corporate Management Best Practice Principles” and the “Code of Ethical Conduct”, and has disclosed them on the website of the Company and the MOPS. The ethics are our core value and the root for operation of a company. These Principles are applicable to the directors, managerial officers, employees and other related personnel of the Company. (II) The Code of Ethical Conduct explicitly specifies the prohibited behaviors, including the principles and criteria for recusal of conflict of interest, gifts, entertainment, and political and charity donations, and the principles for review of the violation of ethical conduct. (III) The “Procedures for Ethical Management and Guidelines for Conduct” of the Company explicitly specifies the plans for prevention of unethical conduct, including procedures,behavioralguidelines, |
No significant deviation No significant deviation No significant deviation |
|
|---|---|---|---|---|
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Two. Corporate Governance Report
Operation (Note 1) Reasons for the deviations from the Ethical Corporate Management Evaluation item Yes No Summary Best Practice Principles for TWSE/TPEx Listed Companies disciplinary actions and complaint systems. The Company has established the “Whistleblowing Case Management Regulations”. The Audit Office is responsible for setting up internal and external whistleblowing channels and handling procedures for the Company. II. Implementation of ethical management (I) Does the Company assess the ethics of all V (I) As the “Rexon Group Employee Code of No significant counterparties it has business relationships with? Conduct” of the Company specifies, the deviation Are there any clauses of ethics in the agreements Company shall fully understand the ethical the Company enters into with business partners? management of the counterparty with whom an agreement is entered into, and it is advisable to incorporate ethical management in the provisions of the agreement or explicitly specify ethical requirements. (II) Has the Company set up a dedicated unit in V (II) The HR Division is designated as the No significant charge of the implementation of the ethical responsible unit for establishment of ethical deviation corporate management under the Board of management policies and related measures, Directors? Does the unit report to the Board of and shall take the responsibility for Directors regularly (at least once a year) on the supervision of their implementation. ethical management policy, the plan for prevention Substantial violations, if any, shall be of unethical conduct, and the supervision of the reported to the Board of Directors. No implementation? substantial violations are identified up to now. (III) The Company has expressed the concern (III) Does the Company have policies to prevent V about conflict of interest in the ethical No significant conflict of interest, provide adequate management policy. The conditions / criteria deviation communication channels, and implement the of the conflict of interest is specially described policies? in our Code of Ethical Conduct and relevant personnel are requested to avoid it. The employees who become aware of any conflict
- 40 -
Two. Corporate Governance Report
| Evaluation item | Operation(Note 1) Reasons for the |
Operation(Note 1) Reasons for the |
Operation(Note 1) Reasons for the |
Operation(Note 1) Reasons for the |
|---|---|---|---|---|
| deviations from the Ethical Corporate Management |
||||
| Best Practice Yes No Summary |
||||
| Principles for TWSE/TPEx Listed Companies |
||||
| (IV) Has the Company established effective accounting and internal control systems for the implementation of ethical management? Does the internal audit unit of the Company prepare audit plans according to the assessment result of unethical conduct risks, and audit the implementation of the unethical conduct prevention plans and the compliance thereto accordingly, or hire external auditors to audit such execution and compliance? (V) Does the Company organize internal or external education and training on a regular basis to maintain ethical management? V V of interest or face similar situations are requested to report to his/her immediate supervisor, the highest head of the human resource unit, or the Board of Directors. (IV) Assessment and self-inspection of the internal control system, including the accounting system, are performed based on the ethical management principles with respect to the design and implementation effectiveness of the systems. Amendment is performed, if necessary. The audit unit is responsible for review. (V) All the new employees must take pre- service training on the date when they take office,130 people have been implemented in 2024 years.The Company organizes education and training on ethical management regularly,54 people have been implemented in 2024years. No significant deviation No significant deviation |
||||
| III. Operation status of the whistleblowing system (I) Has the Company set up a specific whistleblower reporting and reward system and a convenient reporting channel, and designated appropriate personnel to deal with reported matters? (II) Has the Company developed any standard investigation procedures for reported misconduct, defined follow-up actions to be taken following the completion of the investigation, or had confidentiality systems in place? |
V V |
(I) The Company has established the “Ethical Corporate Management Best Practice Principles” and the whistleblowing system. Misconduct can be reported to the audit department in writing and by email. (II) The Company has established the “Ethical Corporate Management Best Practice Principles” and the whistleblowing system. The confidentiality of the whistleblower’s identity and the contents that he/she reports, the actions to be taken after the investigation,and relevant nondisclosure |
No significant deviation No significant deviation |
- 41 -
Two. Corporate Governance Report
| Evaluation item | Operation(Note 1) Reasons for the |
|---|---|
| deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies Yes No Summary |
|
| (III) Has the Company adopted any measures to protect whistleblowers from being improperly treated due to whistleblowing? |
V mechanisms are all specified explicitly. (III) The Company has established the “Ethical Corporate Management Best Practice Principles” and the whistleblowing system, and has adopted measures to protect whistleblowers from being improperly treated due to whistleblowing? No significant deviation |
| IV. Enhancement of information disclosure (I) Has the Company disclosed its ethical management principles and implementation results on the website and MOPS? V The Company has made the disclosure on our website. No significant deviation |
|
| V. In the event that the Company has established ethical management principles based on the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies,” please describe its current practices and any deviations from the established principles: None |
|
| VI. Other important information that is helpful to understand the implementation of the ethical corporate management: (e.g. review and amendment of the Ethical Corporate Management Best Practice Principles established by the Company) A. Supplier: The Company and the suppliers are engaged in business activities in a fair and transparent manner. B. Employee: Dissemination is performed on a regular basis to help them fully understand the determination, policy, and prevention plan of the Company and the consequence of violation. C. Investor: The Company has set up a website to disclosure the general situation, basic information, and financial information of the Company. The information of the Company is disclosed on the MOPS in a timely, open, and transparent manner. D. Consumer: The Company has set up a hotline and a customer service mailbox to provide a transparent and effective consumer complaint channel. E. Management regulations: Each department prepares an SOP, authority of approval, internal audit system, and other relevant regulations. |
- 42 -
Two. Corporate Governance Report
(VIII). Other information that enables a better understanding of the Company’s corporate governance:
-
(1). The Company has established the “Material Internal Information Handling Procedure” to govern the handling and disclosure mechanism for material internal information. It is established as a standard for the directors, managerial officers and employees to follow.
-
(2). Continuing education of directors and managerial officers
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----- Start of picture text -----
Hours
Title Name Date of course Organizer Title of course of
course
President Wang Kuan- 2024/04/17 Taiwan Institute of Benchmark Learning: How to
Hsiang Directors achieve breakthrough growth 3
from core technologies
Director Chen Chun- 2024/04/17 Taiwan Institute of Benchmark Learning: How to
Wei achieve breakthrough growth 3
Directors
from core technologies
Lee Cherng 2024/05/16 The latest securities trading law
and corporate governance -
Independent director Taiwan Institute of Directors analysis of the responsibilities and obligations of the board of 3
directors
Director Yang Ching- 2024/07/31 Discussion on how to
Chi strengthen corporate
Taiwan Corporate
Governance Association governance from penalty cases 3
- food safety and environmental
safety
President Wang Kuan- 2024/08/07 Accounting Research and Global Economic Situation and
3
Hsiang Development Foundation Industry Outlook
Director Wang Kuan- 2024/08/07 Accounting Research and Global Economic Situation and 3
Chua Development Foundation Industry Outlook
Director Huang Chin- 2024/08/07 Accounting Research and Global Economic Situation and
3
Hsiang Development Foundation Industry Outlook
Director Chen Chun- 2024/08/07 Accounting Research and Global Economic Situation and
3
Wei Development Foundation Industry Outlook
Director Kuo Pu-Chao 2024/08/07 Accounting Research and Global Economic Situation and
3
Development Foundation Industry Outlook
Independent Lee Cherng 2024/08/07 Accounting Research and Global Economic Situation and 3
director Development Foundation Industry Outlook
Independent Wu Chwan- 2024/08/07 Accounting Research and Global Economic Situation and 3
director Chyuan Development Foundation Industry Outlook
Independent Chen Li-Tsung 2024/08/07 Accounting Research and Global Economic Situation and 3
director Development Foundation Industry Outlook
Independent Lee Cherng 2024/08/27 Taiwan Corporate AI COBOT Smart
3
director Governance Association Manufacturing Application
Wang Kuan- 2024/09/20 Supply Chain Security
Hsiang Taiwan Institute of Governance and Risk
President Directors Management under Corporate 3
Sustainable Development
Strategy
Director Kuo Pu-Chao 2024/09/20 Supply Chain Security 3
Governance and Risk
Taiwan Institute of
Management under Corporate
Directors
Sustainable Development
Strategy
Director Chen Chun- 2024/09/20 Supply Chain Security 3
Wei Governance and Risk
Taiwan Institute of
Management under Corporate
Directors Sustainable Development
Strategy
Director Wang Kuan- 2024/10/16 Taiwan Institute for Sustainable Elite Training 12
Chua Program: Building Trust and
Sustainable Energy
Achieving Sustainability
Director Huang Chin- 2024/11/06 Accounting Research and How can the board of directors 3
Hsiang Development Foundation formulate ESG sustainable
governance strategies
Director Wang Kuan- 2024/11/06 Accounting Research and How can the board of directors 3
Chua Development Foundation formulate ESG sustainable
governance strategies
Director Huang Chin- 2024/11/06 Accounting Research and How can the board of directors 3
Hsiang Development Foundation formulate ESG sustainable
governance strategies
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Two. Corporate Governance Report
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----- Start of picture text -----
Hours
Title Name Date of course Organizer Title of course of
course
Director Chen Chun- 2024/11/06 Accounting Research and How can the board of directors 3
Wei Development Foundation formulate ESG sustainable
governance strategies
Director Kuo Pu-Chao 2024/11/06 Accounting Research and How can the board of directors 3
Development Foundation formulate ESG sustainable
governance strategies
Independent Lee Cherng 2024/11/06 Accounting Research and Development Foundation How can the board of directors formulate ESG sustainable 3
director governance strategies
Independent Wu Chwan- 2024/11/06 Accounting Research and How can the board of directors 3
Chyuan Development Foundation formulate ESG sustainable
director governance strategies
Independent Chen Li-Tsung 2024/11/06 Accounting Research and How can the board of directors
Development Foundation formulate ESG sustainable 3
director governance strategies
Director Wang Kuan- 2024/11/16 Accounting Research and The latest "Annual Report
Chua Development Foundation Preparation" related ESG 3
sustainability policy laws
Independent Lee Cherng 2024/11/07 Taiwan Corporate Governance Association Analysis of the latest sustainability trends and 3
director international evaluations
Director Yang Ching- 2024/11/06 Taiwan Corporate New trends in labor-capital
Chi Governance Association relations from the perspective
3
of ESG - How Taiwanese
companies can respond
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Continuing education ofcorporate governance officer
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----- Start of picture text -----
Hours
Title Name Date of course Organizer Title of course of
course
corporate He Hsiu-Yuan
Securities & Futures Sustainable Disclosure Practice
governance 2024/05/30 Institute (SFI) Study 9
officer
corporate He Hsiu-Yuan
governance 2024/08/07 Accounting Research and Development Foundation Global Economic Situation and Industry Outlook 3
officer
corporate He Hsiu-Yuan Climate Risk Identification
governance 2024/10/04 Taiwan Corporate Workshop and Net Zero 6
officer Governance Association Carbon Emission Promotion
Conference - Taichung
corporate He Hsiu-Yuan Taiwan Corporate Climate Risk Identification
governance 2024/11/01 Governance Association Workshop and Net Zero 3
officer Carbon Emission Promotion
Conference - Taichung
corporate He Hsiu-Yuan Accounting Research and How can the board of directors
governance 2024/11/06 formulate ESG sustainable 3
officer Development Foundation governance strategies
----- End of picture text -----
Continuing education of managerial officers
| Name | Date of course | Organizer | Title of course | Hours of course |
|---|---|---|---|---|
| Lo Cheng-Chou, Cheng Mei- Ling,George Ku, Chang Yu- Ming, He Hsiu-Yuan, Peng Meng-Wei, Tank Chuang, Chiang Yao-Tsung, Hsu Sen- Yuan |
2024/08/07 | Accounting Research and Development Foundation |
Global Economic Situation and Industry Outlook |
3 |
| Lo Cheng-Chou, Cheng Mei- Ling,George Ku, He Hsiu- Yuan, Peng Meng-Wei, Tank Chuang, Huang Liang-Wei, Hsu Sen-Yuan |
2024/11/06 | Accounting Research and Development Foundation |
How can the board of directors formulate ESG sustainable governance strategies |
3 |
- 44 -
Two. Corporate Governance Report
-
(IX). The following matters related to the implementation of the internal control system shall be disclosed
-
Statement of Internal Control
Rexon Industrial Corp., Ltd.
Statement of Internal Control System
(All the applicable design implementations are effective and all the laws are observed.)
Date: February 26, 2025
Based on the result of the self-assessment with respect to the internal control system of Rexon Industrial Corp., Ltd. in 2024, we hereby declare the following:
-
I. The Company acknowledges that the Board of Directors and managerial officers are responsible for the establishment, implementation and maintenance of the internal control system, and we have established a system as such. The purpose of the system is to reasonably ensure that the effectiveness and efficiency of operations (including profits, performance, and security of assets), and the reliability, timeliness, transparency, and regulatory compliance of reporting, as well as the compliance with applicable laws, regulations, and bylaws are achieved.
-
II. Any internal control system has its inherent limitations. No matter how well an internal control system is designed, it can only provide reasonable assurance regarding the achievement of the above three objectives. Moreover, the effectiveness of an internal control system may be altered as a result of changes in the environment and circumstances. However, our internal control system has a self-monitoring mechanism, and we take corrective actions immediately once a nonconformity is identified.
-
III. The Company judges the effectiveness of the design and implementation effectiveness of the internal control system with reference to the judgment items for such effectiveness as specified in the “Regulations Governing Establishment of Internal Control Systems by Public Companies” (hereinafter referred to as the “Regulations”). The internal control systems are divided into the following five constituent elements according to the management and control process in terms of the judgment items for the internal control system provided for in the “Regulations”: 1. control environment; 2. risk assessment; 3. control activities; 4. information and communications; and 5. monitoring activities. Each constituent element contains a number of items. For the items mentioned above, please refer to the “Regulations”.
-
IV. The Company has adopted the aforementioned items to examine the effectiveness of the design and implementation of our internal control system.
-
V. Based on the result of the aforementioned assessment, the Company finds that, as of December 31, 2023, the design and implementation of our internal control (including supervision and management of subsidiaries) have worked well regarding the effectiveness and efficiency of the operation,the reliability, timeliness and transparency of reporting,and compliance with relevant rules and applicable laws and regulations, providing reasonable assurance that the above objectives have been achieved.
-
VI. The Statement will be the main part of the annual report and prospectus of the Company and publicly disclosed. If there is any misrepresentation, nondisclosure or other illegalities in the aforementioned disclosures, legal responsibilities specified in Articles 20, 32, 171 and 174 of the Securities and Exchange Act shall apply.
VII. The Statement was approved at the Board of Directors meeting on February 26, 2025. There were 8 directors present. All of them approved the contents of the Statement and none of them expressed dissent. This information is declared as an addition.
Rexon Industrial Corp., Ltd.
President: Wang Kuan-Hsiang
General Manager: Lo Cheng-Chou
-
If review of the internal control system has been conducted by CPAs, the CPAs’ review report must
-
45 -
Two. Corporate Governance Report
be disclosed: None.
- Participation of internal auditors and CAO in training of an professional training institution or their acquisition of specified licenses:
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----- Start of picture text -----
Hours of
Title Name Date of course Organizer Title of course
course
Accounting Accounting Research and Development Continuing Education Programs for Principal Accounting Officers of
He Hsiu-Yuan 2024/6/24~2024/6/25 12
Manager Foundation Issuers, Securities Firms, and Securities Exchanges
Audit 2024/10/07 The Institute of Internal Auditors, Taiwan Subsidiary audit engagement 6
Chung Kun-Chang
officer
Audit 2024/12/12 The Institute of Internal Auditors, Taiwan Analysis of sustainable information disclosure policy and discussion on 6
Chung Kun-Chang
officer key points of internal control and internal audit
New challenges for internal auditors - analysis of sustainable
Auditor Li Chien-Ying 2024/08/01 The Institute of Internal Auditors, Taiwan 6
information disclosure and management policies and related audit points
Analysis of sustainable information disclosure policy and discussion on
Auditor Li Chien-Ying 2024/12/12 The Institute of Internal Auditors, Taiwan 6
key points of internal control and internal audit
----- End of picture text -----
-
(X). Major resolutions of the shareholders’ meeting and Board of Directors in the most recent year up to the publication date of the annual report:
-
Major resolutions of the shareholders’ meeting and their implementation status in 2024:
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Time Major resolutions of the shareholder’s meeting Implementation status
Matters to be Ratified
(I) Approval of the ratification of 2022 final accounting reports. Implemented as resolved.
2024/05/30 (II) Approval of the ratification of earnings distribution for 2022. Implemented as resolved.
Discussions
(I) Amendment of the “Articles of Incorporation” of the Company Declaration announcement at May 30,2024
2. Major resolutions of the Board of Directors and their implementation status:
Date Major resolutions of the Board of Directors Implementation status
2024/2/27 01. Last meeting minutes and implementation status. 01. Reported.
02. Report on the liability insurance for the directors of the Company 02. Reported.
03. Report on the performance evaluation of the Board of Directors in 2023 03. Reported.
04. Internal audit activity report. 04. Reported.
05. Proposal for the “Statement of Internal Control System". Please proceed to discuss. 05. Approved and reported.
06. Proposal for the Amendments to the "Sustainable Development Code of Practice" and other related regulations. Please 06. Approved.
proceed to discuss.
07. Report on the assessment of CPA independence 07. Approved.
08. Proposal for the distribution of the remuneration to the employees and directors in 20223 Please proceed to discuss. 08. Approved.
09. Proposal for 2023 final accounting reports and establishment of 2024 business plan. Please proceed to discuss. 09. Approved and submitted to the
shareholders' meeting.
10. Proposal for earnings distribution for 2023. Please proceed to discuss. 10. Approved and submitted to the
shareholders' meeting.
11. Proposal for bank credit facility. Please proceed to discuss. 11. Approved.
12. Amendment of the “Articles of Incorporation” of the Company, Please proceed to discuss. 12. Approved and submitted to the
shareholders' meeting.
13. Proposal for matters on convention of 2024 general meeting of shareholders. Please proceed to discuss. 13. Approved and submitted to the
shareholders' meeting.
2024/5/8 01. Last meeting minutes and implementation status. 01. Reported.
02. Internal audit activity report.Proposal for bank credit facility. Please proceed to discuss. 02. Reported.
03. Cooperate KPMG Internal business adjustment and replacement of CPA. Please proceed to discuss. 03. Approved and announced.
04. 2024 Q1 financial reports. Please proceed to discuss. 04. Approved and announced.
05. 2023 Directors' remuneration distribution plan. Please proceed to discuss. 05. Approved.
06. 2023 Manager employee remuneration distribution plan . Please proceed to discuss. 06. Approved.
07. Proposal for bank credit facility. Please proceed to discuss. 07. Approved.
2024/8/7 01. Last meeting minutes and implementation status. 01. Reported.
02. Internal audit activity report. 02. Reported.
03. Vesting rights report. 03. Reported.
04. 2024 Q2 financial reports. 04. Approved and announced.
05. Proposal for bank credit facility. Please proceed to discuss. 05. Approved.
06. 2023 Sustainability report. Please proceed to discuss. 06. Approved.
07. Amendment to the articles of association of the sustainable development committee. Please proceed to discuss. 07. Approved.
08. Proposal for bank credit facility. Please proceed to discuss. 08. Approved and reported.
2024/11/6 01. Last meeting minutes and implementation status. 01. Reported
02. Internal audit activity report. 02. Reported
03. Report on the implementation of corporate integrity management 03. Reported
04. Manager changes and salary adjustments. Please proceed to discuss. 04. Approved.
05. 2024 Employee compensation and directors' compensation provision method proposal. Please proceed to discuss. 05. Approved
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- 46 -
Two. Corporate Governance Report
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----- Start of picture text -----
Date Major resolutions of the Board of Directors Implementation status
06. Drafting of the "Senior manager salary and ESG-related performance incentive measures". Please proceed to discuss. 06. Approved
07. Proposal for the audit plans for 2025. Please proceed to discuss. 07. Approved and announced.
08. Formulate the "Risk Management Code of Practice" and amend the "Audit Committee Organization Charter", Please 08. Approved
proceed to discuss.
09. Proposal for amendment of the “Internal Control System” and “Internal Audit Implementation Rules”. Please proceed to 09. Approved.
discuss
10. 2024 Q3 financial reports. Please proceed to discuss 10. Approved and announced
11. resolution of Board of Directors of the company decide to invest Weihai Allwin Electrical, and Mechanical Tech (Thailand) 11. Approved and announced
Ltd. Please proceed to discuss
12. resolution of the Company's Board of Directors to donate and establish the the "Rexon Charity Foundation", Please 12. Approved and announced
proceed to discuss
13. Proposal for bank credit facility. Please proceed to discuss. 13. Guaranteed
14. 2024 Stakeholder identification and communication and major theme cases Please proceed to discuss 14. Approved
2024/12/3 01. resolution of Board of Directors of the company decide to Invest and establish a subsidiaryin Vietnam. Please proceed to 01. Keep first
discuss.
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- (XI). Records or written statements made by any director or supervisor who expressed dissent to major resolutions adopted by the Board of Directors in the most recent year up to the publication date of the annual report: None.
IV. Information on CPA professional fees
-
(I). The audit and non-audit fees paid to a certified public accountant or the CPA firm of a certified public accountant or its affiliate enterprises, and the scope of the non-auditing services (Table 2-4), shall be disclosed. The following particulars, if any, shall be disclosed:
-
Information on CPA professional fees
Unit: NTD thousand
| Unit: NTD thousand | |||
|---|---|---|---|
| CPA firm | Name of CPA | Audit period | Audit fee Non-audit fee Total Remarks |
| KPMG Taiwan | ChenCheng-Hsueh | 2024.01.01~2024.12.31 |
2,970 802 3,772 |
| ChangTzu-Hsin | 2024.01.01~2024.12.31 |
Please describe the specific services under non-audit fees: Tax audit visas $400,000, transfer plan price and group master report service fees $264,000, and industrial and commercial registration$138,000.
-
(II). When the Company changes the CPA firm and the audit fees paid for the fiscal year in which such change took place are lower than those for the previous fiscal year, the amounts of the audit fees before and after the change and the reasons shall be disclosed: N/A.
-
(III). If the audit fees are reduced by more than 10% as compared with the previous year, the amount, proportion and reason for reduction of the audit fee shall be disclosed. The aforementioned audit fees mean the professional fees that the Company pays to CPAs for the audit, review and secondary review of financial reports, and for the review of the financial forecast. : N/A
V. Information on change of CPAs
(I). About the former CPA:
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----- Start of picture text -----
Date of change N/A
Reason and description of the change N/A.
Whether the appointment is terminated or not accepted by the client or CPA Party CPA Client
Voluntary termination of appointment
Declination of appointment (renewal)
Opinions and reasons for issuance of audit reports in the most recent two years, excluding unqualified opinions N/A
Any differences in opinions between CPA and issuer Yes Accounting principle or practice
Disclosure of financial reports
Audit scope or step
Others
None
Description
Other disclosures (to be disclosed in accordance with Article 10(6)(1)(d) to (1)(g) of the Guidelines) The CPAs, Kuo Shih-Hua and Chang Tzu-Hsin, of the KPMG Taiwan, were changed to the CPAs, Chen Cheng-Hsueh and Chang
Tzu-Hsin due to internal job adjustment of the said CPA firm.
(II). About the succeeding CPA
CPA firm KPMG Taiwan
Name of CPA ChenCheng-Hsueh, Chang Tzu-Hsin
Date of appointment N/A
Matters and results of the consultation on accounting treatment methods or accounting principles for specific N/A
transactions and possible issuance of financial statements prior to the appointment
Written opinions of the succeeding CPA on the matters regarding which the former CPA has expressed dissent N/A
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Note: Since KPMG Taiwan conducted internal job adjustment, the change with respect to auditing and certification of financial reports started from 2024 Q1.
- 47 -
Two. Corporate Governance Report
- (III). The former CPA's written response to the matters in Article 10(5)(1) and (2)(c) of these Guidelines: N/A.
VI. CPA firm or its affiliates at which the Company’s President, General Manager, or managerial officers responsible for financial or accounting matters ever served as an employee in the most recent year
-
(I). Where the Company’s President, President, or managerial officers responsible for financial or accounting matters ever served as an employee in the most recent year at the CPA firm or any of its affiliates which the CPA works for, his/her name, title and the employment period at such firm or affiliate must be disclosed. The affiliate of the CPA firm which the CPA works for means the company or institution in which such CPA firm holds more than 50% of the shares or acquires a majority of director seats, or the company or institution which such CPA firm lists as its facilitate in the documents made public or published by such CPA firm: None.
-
48 -
Two. Corporate Governance Report
- VII. Details of equity transferred or pledged by directors, supervisors, managerial officers, or shareholders with more than 10% ownership interest in the most recent year up to the publication date of the annual report. Where the counterpart involved in the transfer or pledge of equity is a related party, the name of such counterpart, his/her relations with the Company, directors, supervisors, managerial officers, or shareholders with more than 10% ownership interest, and the number of shares acquired or pledged must be disclosed.
(I). Changes in equity of shareholders
Unit: Share
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----- Start of picture text -----
2024 As of Mrach 24 for the current year
Increase
Title Name Increase (decrease) in Increase (decrease) in
Increase (decrease) in shares held (decrease) in shares held shares pledged
shares pledged
President Wang Kuan-Hsiang 36,000 0 0 0
Kun Forever Co., Ltd. 0 0 0 0
Director Representative: Wang Kuan-
Chua
Director 0 0 0 0
Concurrent Vice Huang Chin-Hsiang
President
65,000 0 0 0
Director Chen Chun-Wei
(65,000)
Director 0 0 0 0
Concurrent Vice Kuo Pu-Chao (63,000)
President
Director Yang Ching-Chi 0 0 0 0
Independent 0 0 0 0
director Lee Cherng
Independent 0 0 0 0
director Wu Chwan-Chyuan
Independent 0 0 0 0
director Chen Li-Tsung
General Manager Lo Cheng-Chou 2,000 0 0 0
Vice President 0 0 0 0
Current R&D Cheng Mei-Ling
officer
Vice President George Ku 2,000 0 0 0
Vice President 10,000 0 0 0
Concurrent
Accounting He Hsiu-Yuan
Manager
Corporate
Governance Officer
Vice President Peng Meng-Wei 0 0 0 0
Vice President Chang Yu-Ming 0 0 0 0
Vice President Tank Chuang 0 0 0 0
Vice President Huang Liang-Wei 1,000 0 0 0
Vice President Chiang Yao-Tsung 5,000 0 0 0
Director Li Wen-Yu 0 0 0 0
Director Chen Kuo-Jung 0 0 0 0
Director Feng Hsu-Hui 0 0 0 0
0 0 0 0
Director Chang Chih-Hao
(2,000)
Director Kuo Han-Yu 0 0 0 0
Director 0 0 0 0
Hsu Sen-Yuan
Concurrent CFO
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(II). Transfer and change of equity
Unit: Share
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----- Start of picture text -----
Name Reason of equity transfer Trade date Counterparty Relationship of the counterparty with any director, supervisor, and shareholder with more than 10% ownership interest Number of shares Trade price
Chen Chun-Wei Gift 2024.10.29 Yang Chiao-An Husband and Wife 65,000 35.80
(III). Equity pledge information
Reason Relationship of the counterparty with
Number of Shareholding Amount of pledged
Name of change Date of change Counterparty any director, supervisor, and shareholder Pledge ratio
shares ratio loan (redemption)
to pledge with more than 10% ownership interest
No information fits this criteria
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VIII. Relationship information, if any one of the 10 largest shareholders is a related party, or is the spouse or a relative within the second degree of kinship with another shareholder:
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Two. Corporate Governance Report
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The title or name and relationship of the 10 largest
Shares held by the Shares held by spouse or Total shares held in the shareholders who are related parties to each other, in a Remarks
shareholder minor children names of others spousal relationship or within the second degree of kinship
Name referred to in SFAS No.6
Number of Shareholdin Number of Shareholdin Number of Shareholding
shares g ratio shares g ratio shares ratio Title (name) Relationship
Kun Forever Co., Ltd. 26,369,472 14.53% 0 0% 0 0% Responsible Person of Chen Xi Co., Ltd.: Wang Kuan- Within second degree of kinship
Responsible Persons: Chen, Li-Mei Hsiang
Responsible Person of Li Tai Investment Co., Ltd.: Wang Within second degree of kinship
Kuan-Hsiang
Wang Kuan-Chuan Subject person
Wang Kuan-Hsiang Within second degree of kinship
Li Tai Investment Co., Ltd. entrusted with a asset trust account by Chen Shu-Chi 12,275,599 6.76% 0 0% 0 0% Chen Wu-chai Within second degree of kinship
Li Tai Investment Co., Ltd. 9,870,800 5.44% 0 0% 0 0% [Responsible Person of Kun Forever Co., Ltd.: Chen, Li-Mei] Within second degree of kinship
Responsible Persons: Wang Kuan-Hsiang
Responsible Person of Li Tai Investment Co., Ltd.: Wang Subject person
Kuan-Hsiang
Wang Kuan-Chuan Within second degree of kinship
Wang Kuan-Hsiang Subject person
Li Tai Investment Co., Ltd. entrusted with a asset trust account by Chen Chun-Wei 7,700,000 4.24% 0 0% 0 0% None None
Chen Xi Co., Ltd. 4,290,563 2.36% 0 0% 0 0% [Responsible Person of Kun Forever Co., Ltd.: Chen, Li-Mei] Within second degree of kinship
Responsible Persons: Wang Kuan-Hsiang
Responsible Person of Li Tai Investment Co., Ltd.: Wang Subject person
Kuan-Hsiang
Wang Kuan-Chuan Within second degree of kinship
Wang Kuan-Hsiang Subject person
Wang Kuan-Chuan 2,307,550 1.27% 1,802,610 0.99% 3,109,782 1.71% [Responsible Person of Kun Forever Co., Ltd.: Chen, Li-Mei] Subject person
Responsible Person of Li Tai Investment Co., Ltd.: Wang Within second degree of kinship
Kuan-Hsiang
Responsible Person of Chen Xi Co., Ltd,: Responsible Within second degree of kinship
Persons: Wang Kuan-Hsiang
Within second degree of kinship
Wang Kuan-Hsiang
Wang Kuan-Hsiang 1,986,178 1.09% 0 0.00% 7,400,345 4.08% [Responsible Person of Kun Forever Co., Ltd.: Chen, Li-Mei] Within second degree of kinship
Responsible Person of Chen Xi Co., Ltd.: Wang Kuan- Subject person
Hsiang
Responsible Person of Li Tai Investment Co., Ltd.: Wang Subject person
Kuan-Hsiang
Wang Kuan-Chuan Within second degree of kinship
Chase Custody Advanced Starlight Advanced Total International Stock Index 1,880,000 1.04% 0 0 0 0 None None
China Trust Rexon Industrial Employee 1,806,481 1.00% 0 0 0 0
Stock Ownership Comprehensive Trust None None
Account
Chen Wu-chai 1,791,550 0.99% 0 0 0 0 Li Tai Investment Co., Ltd. entrusted with a asset trust
Within second degree of kinship
account by Chen Shu-Chi
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IX. The total number of shares and total equity stake held in the same investee by the Company, its directors and supervisors, managerial officers, and any companies controlled either directly or indirectly by the Company
Unit: Thousand shares; % April 01, 2025
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Investee Investment of the Investment of directors, Aggregate investment
Company supervisors, managerial
officers and directly or
indirectly controlled
business
Number of Shareholding Number of Shareholding Number of Shareholding
shares ratio shares ratio shares ratio
Fine Clear Co., Ltd. 1,600 16 0 - 1,600 16
Rexon Technology Corp., Ltd. 7,851 82.87 192 2.02 8,043 84.89
Power Tool Specialists Inc. 0.096 96 0.004 4 0.1 100
Gold Item Group Limited 25,000 100 0 0 25,000 100
Gold Tech Group Ltd. 0 0 10 100 10 100
Tongxiang Rexon Industrial Co., 0 0 25,000 100 25,000 100
Ltd.
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- 50 -
Three. Offering of Securities
Three. Offering of Securities
I. Capital and share
(I). Sources of capital
1. Sources of capital
April 01, 2025; Unit: Share/thousand; Amount: Thousand
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Authorized capital Paid-in capital Remarks
Month/ Issue Investment
year price Shares Amount Shares Amount Sources of capital by properties Others
other than
cash
Follow-on offering valued at NT$200,000 thousand
1996.08 10 114,600 1,146,000 95,264 952,640 Capitalization of earnings valued at NT$53,760 thousand None A
Capitalization of capital reserves valued at NT$26,880 thousand
Follow-on offering valued at NT$200,000 thousand
1997.08 10 150,000 1,500,000 126,696 1,266,956 Capitalization of earnings valued at NT$9,527 thousand None B
Capitalization of capital reserves valued at NT$104,790 thousand
Capitalization of earnings valued at NT$152,035 thousand
1998.08 10 208,000 2,080,000 154,569 1,545,688 None C
Capitalization of capital reserves valued at NT$126,696 thousand
Capitalization of earnings valued at NT$347,779 thousand
1999.08 10 380,000 3,800,000 204,804 2,048,036 None D
Capitalization of capital reserves valued at NT$154,569 thousand
Capitalization of earnings valued at NT$237,572 thousand
2000.09 10 380,000 3,800,000 238,801 2,388,010 None E
Capitalization of capital reserves valued at NT$102,402 thousand
Merger-related issue of new shares valued at NT$109,121
2001.02 10 380,000 3,800,000 249,713 2,497,131 None F
thousand
2003.08 10 380,000 3,800,000 252,210 2,522,103 Capitalization of earnings valued at NT$24,972 thousand None G
Cancelation of treasury shares for capital reduction valued at
2007.06 10 380,000 3,800,000 228,784 2,287,843 NT$234,260 thousand None H
2012.10 10 380,000 3,800,000 181,474 1,814,735 Capital reduction to cover losses valued at NT$473,108 thousand None I
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Note 1: Approval letters for the aforementioned capital increase in respective fiscal years:
A. (1996) Tai-Tsai-Zheng (I) No. 38780 dated July 03, 1996
B. (1997) Tai-Tsai-Zheng (I) No. 49505 dated July 04, 1997 C. (1998) Tai-Tsai-Zheng (I) No. 58634 dated July 09, 1998 D. (1999) Tai-Tsai-Zheng (I) No. 64544 dated July 13, 1999 E. (2000) Tai-Tsai-Zheng (I) No. 61390 dated July 15, 2000 F. (2000) Tai-Tsai-Zheng (I) No. 99387 dated December 18, 2000 G. (2003) Tai-Tsai-Zheng (I) No. 0920134232 dated July 29, 2003 H. Jing-Shou-Shang-Zheng No. 09601138800 dated June 26, 2007 I. Jing-Shou-Shang-Zheng No. 10101211760 dated October 15, 2012
- 51 -
Three. Offering of Securities
2. Type of share
March 24, 2025 Unit: Share
| Type of | Authorized capital Remarks |
Authorized capital Remarks |
Authorized capital Remarks |
Authorized capital Remarks |
|---|---|---|---|---|
| share | Outstanding shares (listed companies’ shares) Unissued shares Total |
|||
| Ordinary share |
181,473,500 | 198,526,500 | 380,000,000 |
(II). Major shareholder
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Shareholding
Name of major shareholder Shareholding
ratio %
Kun Forever Co., Ltd. 26,369,472 14.53%
Li Tai Investment Co.,Ltd. entrusted with a asset trust 12,275,599 6.76%
account by Chen Shu-Chi
Li Tai Investment Co.,Ltd. 9,870,800 5.44%
Li Tai Investment Co.,Ltd. entrusted with a asset trust 7,700,000 4.24%
account by Chen Jun-Wei
Chen Xi Co.,Ltd. 4,290,563 2.36%
Wang Kuan-Chuan 2,307,550 1.27%
Wang Kuan-Hsiang 1,986,178 1.09%
Chase Custody Advanced Starlight Advanced Total 1,880,000 1.04%
International Stock Index
China Trust Lishan Industrial Employee Stock 1,806,481 1.00%
Ownership Comprehensive Trust Account
Chen Wu-chai 1,791,550 0.99%
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-
(III). Dividend policy and its implementation
-
Dividend policy stipulated in the Articles of Incorporation:
- (1). Article 25: If there is a profit in a fiscal year, the Company shall allocate at least 5% of the profit as the remuneration to the employees and no higher than 5% as the remuneration to the directors and supervisors. However, if the Company has accumulated loss, an amount used to cover the loss shall be set aside first. The employees to which remuneration is paid in shares or cash may include those of the affiliated companies who meet certain criteria. If there are earnings for a year, the Company shall first pay taxes and make up previous losses, followed by setting aside 10% of the earnings as legal reserve; however, no further provision is needed when legal reserve has accumulated to the same amount as the Company's paid-in capital. A portion of the earnings shall be set aside as special reserve if this is required by the operations of the Company or laws and regulations. The remaining earnings, if any, shall be combined with the undistributed earnings at the beginning of the period, and the Board of Directors shall draft an earnings distribution proposal and submit it to the shareholders’ meeting for approval.
-
52 -
Three. Offering of Securities
-
(2). Article 25-1: The company's dividend policy is based on current and future development plans, taking into account the investment environment, capital needs, domestic and foreign competition, and taking into account factors such as shareholders' interests. Every year, it shall allocate no less than % of the current period's distributable earnings. 20. Distribute dividends to shareholders. When distributing dividends to shareholders, they can be paid in the form of cash or stocks, of which cash dividends shall not be less than 20% of the total dividends.
-
Dividend distribution proposed at the current shareholders’ meeting: For the Company’s 2024 earnings distribution, the Board of Directors resolved on February 26, 2025 that cash dividends will be distributed to the shareholders (NT$1 per share).
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Undistributed earnings at beginning of period 1,254,227,475
Plus: Remeasurement of defined benefit plan 16,524,958
Plus: Special reserve as reserved deduction of equity 33,163,118
Plus: Net profit (loss) in current year 318,832,028
Minus: Appropriation of legal reserve (33,535,699)
Distributable earnings 1,589,211,880
Distribution:
Minus: Undistributable shareholder dividends (181,473,500)
Undistributed earnings at end of period 1,407,738,380
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-
Where there are any anticipated significant changes to dividend policy, details shall be provided: None.
-
(IV). The influence of the share dividends proposed at the current shareholders’ meeting on the operation performance and EPS of the Company
-
It is proposed in the current shareholders’ meeting that no share dividends will be distributed, so there is no such influence.
-
(V). Remuneration to employees, directors and supervisors
-
The percentage or scope of the remuneration to employees, directors and supervisors according to the Articles of Incorporation
- (1). If there is a profit in a fiscal year, the Company shall allocate at least 5% of the profit as the remuneration to the employees and no higher than 5% as the remuneration to the directors and supervisors. However, if the Company has accumulated loss, an amount used to cover the loss shall be set aside first. The employees to which remuneration is paid in shares or cash may include those of the affiliated companies who meet certain criteria.
-
The basis for the estimation of the remuneration to employees, directors and supervisors, the basis for the calculation of the number of shares for the share-based remuneration to employees, and the accounting treatment of any discrepancies between the actually distributed and estimated amounts in the current period: If there is any significant change to the distributed amount resolved by the Board of Directors before the annual consolidated financial reports are published, the original allocated expenses of the year will be adjusted to include the change. Any change to the amount after the annual consolidated financial reports are published will be considered as the change in accounting estimate and covered in the following year.
-
The distribution of remuneration approved by the Board of Directors
- (1). The amount of the remuneration to employees, directors and supervisors distributed in cash or shares. If there is any discrepancy from the estimated amount of the expenses recognized in the year, the discrepancy, the reason for the discrepancy, and the status of the treatment shall be disclosed: The
-
53 -
Three. Offering of Securities
Company’s cash remuneration to employees NT$45,297,153 and remuneration to directors proposed NT$6,400,000 for 2024; there is no discrepancy from the estimated amount of remuneration to employees and directors on the book.
-
(2). The amount of the remuneration to employees in the form of stocks, and the share of that amount as a percentage of the sum of the net income after tax stated in the separate or individual financial reports for the current period, and total employee remuneration: N/A.
-
The actual distribution of the remuneration to employees, directors and supervisors in the previous year (including the number and amount of shares distributed and the stock price); if there is any difference from the recognized amount of the remuneration to employees, directors and supervisors, the difference, the reason for the difference, and the treatment shall be disclosed: No difference.
| Item | Amount resolved by Board of Directors |
Amount actually distributed |
Distribution method |
|---|---|---|---|
| Employee remuneration |
NT$36,188,541 | NT$36,188,541 | N/A |
| Director and supervisor remuneration |
NT$6,400,000 | NT$6,400,000 | N/A |
-
(VI). Buyback of shares by the Company:
-
Completed: The Company shall describe, for the most recent year and the period up to the annual report publication date, the reported purpose of share buyback, period of share buyback, buyback price range, type and number and amount of shares bought back, actual and expected buyback quantity ratio, number of shares canceled and transferred, accumulated number of the Company’s shares held, and accumulated quantity of the Company’s shares held to the total quantity of the issued shares in the most recent year and up to the publication date of the annual report: N/A.
-
In progress: The Company shall describe the purpose of share buyback, type of shares to be brought back, maximum total monetary amount of buyback, expected period and quantity of buyback, and buyback price range; the type, number and amount of shares already bought back, and the actual and expected buyback quantity ratio up to the publication date of the annual report shall also be specified: N/A.
II. Issuance of corporate bonds
- (I). Information on the company’s issuance of corporate bonds shall include outstanding bonds and bonds for which an issue is currently under preparation, and the related matters and effect on shareholders’ equity shall be disclosed as per Article 248 of the Company Act; any privately placed corporate bonds shall be conspicuously identified as such: None.
III. Issuance of preferred shares
-
(I). Information on preferred shares shall include both outstanding shares and unissued shares for which an issue is currently under preparation, and shall disclose any
-
54 -
Three. Offering of Securities
conditions attached to issuance, the effect on shareholders’ equity, and matters set forth in Article 157 of the Company Act; any privately placed preferred shares shall be conspicuously identified as such: None.
-
IV. Issuance of overseas depositary receipts
-
(I). Information on overseas depositary receipts shall include receipts issues that remain partially outstanding, and on unissued receipts for which an issue is currently under preparation, and shall disclose the date of issuance, total monetary amount issued, rights and obligations of the holders of the overseas depositary receipts, etc.; any privately placed overseas depositary receipts shall be conspicuously identified as such: None.
-
V. Employee share subscription warrants
-
(I). The annual report shall disclose unexpired employee subscription warrants issued by the Company in existence as of the date of publication of the annual report, and shall explain the effect of such warrants upon shareholders’ equity; any privately placed employee subscription warrants shall be conspicuously identified as such: None.
-
(II). The annual report shall disclose the names, acquisition and subscription of managerial officers holding employee share subscription warrants and of the ten employees holding employee subscription warrants authorizing purchase of the most shares, cumulative to the date of publication of the annual report: None.
-
The section on “new restricted employee shares” shall specify the following matters:
-
(1). For all new restricted employee shares for which the vesting conditions have not yet been met for the full number of shares, the annual report shall disclose the status up to the date of publication of the annual report and the effect on shareholders’ equity: None.
-
(2). The annual report shall disclose the names and acquisition status of managerial officers who have acquired new restricted employee shares and of employees who rank among the top ten in the number of new restricted employee shares acquired, cumulative to the date of publication of the annual report: None.
-
-
-
VI. Issuance of new shares in connection with mergers or acquisitions or with acquisitions of shares of other companies
-
(I). If, during the most recent 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 acquisition of shares of any other company, the following matters shall be specified:
- In the case of a company whose shares are listed on the TWSE (“TWSE listed company”) or listed on the TPEx in accordance with the provisions of Article 3 or Article 3-1 of the Taipei Exchange Rules Governing the Review of Securities for
-
55 -
Three. Offering of Securities
Trading on the TPEx (“TPEx listed company”), the annual report shall include a clear opinion prepared by the managing underwriter concerning any issuance of new shares in connection with any merger or acquisition or with any acquisition of shares of any other company within the past quarter: None.
2. In addition to requirements set forth in the preceding item, the annual report shall also disclose the implementation status of any of the aforementioned matters during the most recent quarter. If the progress or benefits of such implementation were not as good as expected, the annual report shall explain specifically how the situation is likely to affect shareholders’ equity, and shall put forward a plan for corrective action: None.
-
(II). Where the Board of Directors has, during the most recent year up to the date of publication of the annual report, adopted a resolution approving any issuance of new shares in connection with a merger or acquisition or with acquisition of shares of any other company, the annual report shall disclose the implementation status together with the basic information of the company (or companies) to be merged or acquired or whose shares are to be acquired. Where any issuance of new shares in connection with a merger or acquisition or with acquisition of shares of any other company is currently in progress, the implementation status and its effect upon shareholders’ equity shall be disclosed: None.
-
VII. Implementation of the Company’s capital utilization plans
-
(I). Description of the plans: For the period as of the quarter preceding the publication date of the annual report, with respect to each uncompleted public issue or private placement of securities, and to such issues and placements that were completed in the most recent three years but have not yet fully yielded the planned benefits, the annual report shall provide a detailed description of the plan for each such public issue and private placement. Such descriptions shall include any and all changes to the plan, the source and utilization of funds, the reason(s) for any changes to the plan, the benefits yielded by the funds before and after any change to the plan, the date on which the change to the plan was reported at a shareholders’ meeting, and the date on which such information was uploaded to the information disclosure website specified by the FSC: None.
-
(II). Implementation status: With respect to funds usage under the plans referred to in the preceding subparagraph, the annual report shall (for the period as of the quarter preceding the publication date of the annual report) analyze the implementation status and compare actual benefits with expected benefits. Where implementation has failed to yield the expected progress or benefits, the annual report shall provide specific reasons for such failure, explain any effect it might have upon shareholders’ equity, and outline the plan for correcting the situation. Where any of the following items apply to the funds usage plan descriptions referred to in the preceding
-
56 -
Three. Offering of Securities
-
subparagraph, the annual report shall further disclose the following information: None.
-
If the funds are used to merge, acquire, or purchase another company through share acquisition, to expand fixed assets, or to acquire new property, plant and equipment, the annual report shall compare and describe the property, plant and equipment, operating revenues, operating costs, and operating income: None.
-
If the funds are invested in another company, the annual report shall describe the condition of the invested company and explain the effect upon the Company’s gain or loss from investments: None.
-
If the funds are used to strengthen the Company’s working capital or pay off debts, the annual report shall: (1) note any increase or decrease in the Company’s current assets, current liabilities, and total liabilities; (2) compare and explain the Company’s interest expenses, operating revenues, and earnings per share; and (3) analyze the Company’s financial structure: None.
-
57 -
Four. Operational Overview
Four. Operational Overview
I. Business contents
-
(I). Business scope
-
Main business items of the Company
-
(1). Manufacturing, machining, purchase and sales of all machines, hardware, tools and their parts.
-
(2). Manufacturing, machining, purchase and sales of all kinds of plastic, rubber, ink, synthetic resin, handicrafts, woodenware and footwear as well as the dyeing and finishing of man-made foam.
-
(3). Manufacturing, machining, purchase and sales of drill presses, lathes, milling and saw machines and all kinds of other power tools as well as their parts.
-
(4). Manufacturing, machining, purchase and sales of automated parking facilities.
-
(5). Manufacturing, machining, purchase and sales of all electrical home products and parts.
-
(6). Manufacturing, machining, purchase and sales of exercise and fitness equipment as well as its relevant parts and accessories.
-
-
Revenue percentage
Year: 2024
| ercentage | Year: 2024 | |
|---|---|---|
| Product | 2024 | 2023 |
| Power tool | 15.59% | 10.78% |
| Fitness device | 76.21% | 75.12% |
| Others | 8.20% | 14.10% |
| Total(consolidated) | 100.00% | 100.00% |
-
Current commodities (services) of the Company
-
The main products of the Company are the power tool(including outdoor power 、
-
tools) fitness device seriesandE-Mobility.
-
-
New commodities (services) to be developed With a focus on ESG sustainability development, our company has combined the core technologies in various types of motors, electronic controls, and mechanical design that have been developed over 50 years. Together with automation equipment and lean production, REXON has launched a series of the next-two-year product plans which cover auxiliary mobility tools under the trend of oil-to-electricity conversion, including sports, consumer goods, and commercial fields.
-
(II). Industry overview
-
Current Industry Status and Development The overall outlook for global GDP growth in 2025 is expected to be similar to 2024. Although economic growth in the world's two largest economies, the United States and China, is expected to slow in 2025, but economic growth in most other regions is anticipated to improve. According to international forecasting institutions such as the Organization for Economic Co-operation and Development (OECD), the International Monetary Fund (IMF), and the Economist Intelligence Unit (EIU), none of the world's top 45 economies are expected to fall into recession in 2025. Most economies, including those in Europe, Japan, Canada, and the United Kingdom, are expected to accelerate growth, with corporate earnings also projected to improve. Emerging markets will benefit from a rebound in global trade and strong demand for
-
58 -
Four. Operational Overview
commodities.
The main drivers of global economic growth in 2025 include the surge in generative AI and ongoing innovation in the energy sector. Additionally, as major central banks ease monetary tightening, consumer spending and investment momentum in advanced economies are expected to recover, contributing to stable global economic growth. However, the global economic outlook remains influenced by policy implementations under the new U.S. administration. While the U.S. economy has recently outperformed expectations, significant changes in fiscal, trade, and immigration policies remain uncertain factors.
(1). Power Tools Section
According to the reports from international market research firms, the global power tools market was valued at approximately USD 41.5 billion in 2024 and is expected to reach USD 59.9 billion by 2029, with a compound annual growth rate (CAGR) of about 7.8%.
Regarding distribution channels and brand manufacturers, major U.S. home improvement retail chain, such as Home Depot and Lowe's, experienced a revenue decline of approximately 3% to 7% in 2024. Meanwhile, another major retailer, Harbor Freight, maintained relatively stable revenue in 2024 and 2025 due to reduced debt and an expanded capital structure. Additionally, the world-renowned power tool brand Stanley Black & Decker also saw a revenue decline of about 3% in 2024.
Power tools are primarily categorized into tabletop and handheld power tools, with handheld power tools dominating the market. Handheld power tools are further divided into corded and cordless types, with cordless tools becoming the mainstream due to rapid advancements in battery technology. While benchtop power tools were traditionally corded, the market has recently seen an increasing number of cordless products, such as cordless miter saws, table saws, and garden tools.
Professionals and DIY users increasingly prefer cordless handheld power tools due to their portability and ease of use. Surveys indicate that cordless power tools have become one of the main growth drivers in the market. Leading power tool manufacturers are continuously developing wireless power tool technologies, making them a core growth driver for the industry.
Compared to gasoline-powered tools, battery-powered and electric outdoor power equipment have flourished due to their eco-friendliness and lower maintenance costs. Additionally, robotic lawnmowers and AI-powered lawn care solutions are becoming increasingly popular among residential users, offering greater convenience and operational efficiency.
(2). Fitness Equipment Section
According to the latest market research reports, the fitness equipment market continues to grow. The global fitness equipment market was valued at approximately USD 17.9 billion in 2024 and is expected to reach USD 30.6 billion by 2034, with a CAGR of 5.5%.
Although the global fitness equipment market consists of hundreds of companies, a few major brands still dominate and lead the industry's trends. The membershipbased online fitness model has significantly impacted the fitness equipment industry, driving the home fitness equipment trend. Emerging brands specializing in strength training and aerobic fitness equipment have also entered the home fitness market. Fitness equipment is used for physical training, weight control, physical strength improvement, muscle building, and cardiovascular strengthening. The variety of fitness equipment enables users to perform aerobic or strength training exercises in smaller spaces. Common fitness equipment includes treadmills, elliptical machines,
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Four. Operational Overview
spin bikes, rowing machines, stair climbers, and exercise bikes. Strength training equipment for home use mainly features cable systems and digital resistance control, while gym equipment still primarily relies on weight loads with specialized machines for different muscle groups.
Regarding product development trends, both aerobic and strength training equipment are increasingly incorporating digital technology. Digital fitness and data-driven training are emerging trends shaping the future of the fitness industry. Based on the above, Rexon will continue working closely with key clients to develop new products that align with market and user needs, ensuring continuous growth and maintaining competitiveness to enhance market share.
- Industry Supply & Demand, and Competitive Landscape In addition to facing market competition from Taiwanese and Chinese counterparts, Rexon must continuously adapt to changing global dynamics. Due to international political factors (such as Trump 2.0), competitors with existing factories in China are shifting production to Southeast Asia. In response, Rexon has invested in factories in Thailand and Vietnam to establish a solid "Golden Triangle" production network. By maintaining a strong focus on product innovation, R&D, manufacturing, marketing, and customer service, Rexon can flexibly respond to various global developments, formulate contingency plans, and implement strategic initiatives. (1). Power Tools Industry
The primary sales channels for power tools include traditional hardware stores, large home improvement retail chains, and the rapidly growing e-commerce sector. In North America, brick-and-mortar stores are concentrated in major retail chains such as Home Depot, Lowe's, and Harbor Freight, which actively develop private-label products to expand market share through innovative products and pricing strategies. Chinese-manufactured power tools remain price-competitive. However, with Trump returning to the U.S. presidency, trade tensions between the U.S. and China are once again escalating, causing global supply chains to restructure as companies seek risk diversification and new production bases.
Regarding marketing and services, Rexon collaborates with retail chains through the following business models:
(A) Learning customer product demands and make proposal through marketing research and analysis.
(B) Retail chain propose product categories and pricing needs, while Rexon handles design, R&D, and manufacturing.
(C) Rexon support after-sales service to retail chains.
In addition to maintaining close partnerships with North America retail chains, Rexon is actively expanding into professional and DIY markets in Europe and emerging economies to broaden its product reach worldwide.
Regarding research and innovation, Rexon invests significant resources in product development, improvement, and innovation, incorporating user testing and feedback, focus group operations, on-site inspections, and innovative concept brainstorming. These efforts aim to develop products that better meet user needs. We are also working towards the goal of integrating three electrical components and is actively expanding the application scope of BLDC motor products, broadening its manufacturing portfolio.
Regarding production management, Rexon has implemented “Lean Production Management” and “Intelligent Material Control”. Since 2022, the company has also been assessing the carbon footprint of its factories and making annual improvements to reduce emissions from production processes. This initiative aligns with global trends and regulations concerning green design and sustainable development,
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Four. Operational Overview
enhancing Rexon’s competitiveness in securing market recognition worldwide. Regarding manufacturing locations, Rexon operates two production bases: one in Taiwan and another in Tongxiang, Zhejiang, China, allowing for flexible strategic planning to optimize costs and manufacturing combinations. However, in response to the evolving global trade landscape under "Trump 2.0," Rexon has strategically invested in setting up a manufacturing facility in Thailand. This move strengthens Rexon’s position in the tool manufacturing industry, ensuring adaptability and fit to needs.
(2). Fitness Equipment Industry
The fitness equipment industry primarily serves the North American and European markets, while emerging markets in Asia-Pacific, Latin America, the Middle East, and Africa are also experiencing rapid growth.
For commercial fitness equipment, distribution channels mainly include fitness clubs, professional fitness equipment chain stores, hotels, and resorts. Commercial users can be further categorized into hotels, corporate offices, hospitals, medical centers, and public institutions.
For home fitness equipment, distribution channels consist of large retail chains, membership-based retail stores, and the recently rising connected fitness membership models.
Rexon operates primarily as an OEM, manufacturing for renowned brand companies that manage distribution, branding, and customer service. Rexon, in turn, provides comprehensive services from R&D and design to production. North America remains the world's largest fitness equipment market. Given the evolving trade landscape under "Trump 2.0," Rexon has chosen to invest in Vietnam, diversifying the manufacturing locations for fitness equipment to minimize geopolitical risks.
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Four. Operational Overview
-
(III). Overview of technology and R&D:
-
R&D expenses invested in the most recent year and up to the publication date of the annual report
Unit: NTD thousand
==> picture [355 x 115] intentionally omitted <==
----- Start of picture text -----
Year R&D expenses Percentage in the
revenue of the current
year
2023 173,687 3%
2024 179,471 3%
As of February 2025 19,987 3%
----- End of picture text -----
- Technology or product developed successfully
==> picture [301 x 99] intentionally omitted <==
----- Start of picture text -----
As of February
Product 2024
2025
Power tool 7 4
Fitness device 5 2
New Business 1 1
Subtotal 13 7
----- End of picture text -----
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(IV). Short- and Long-Term Business Development Plans
-
Power Tool Product :
-
Rexon's business development plan focuses on large retail stores as its primary customer base while actively engaging with globally renowned brands for ODM product development and brand licensing planning and design. Through strategic partnerships with large retailers, Rexon leverages business operations to gain insights into end-users and market demand at both individual and macro levels. Through collaborations with well-known brands, Rexon strengthens its OEM/ODM model by utilizing its expertise in research, development, and manufacturing. These partnerships allow for mutual learning in design, production, and marketing, continuously enhancing Rexon’s overall corporate capabilities.
-
With corporate profitability as the key driver, the future development strategy is outlined as follows:
-
(1). Expanding market share in North America with innovative products while actively promoting these products in Europe and developing emerging market customers for maximum efficiency.
-
(2). Developing products based on user needs, gaining an in-depth understanding of customer expectations, purchasing motivations, and behaviors to provide products that meet their demands.
-
(3). Incorporating green design principles into factory production and product manufacturing to align with sustainability goals and carbon reduction trends. Rexon is committed to reducing the environmental impact of its production processes while actively developing green products based on its core technologies.
-
(4). Collaborating with well-known OEM brand clients, combining Rexon’s manufacturing and quality strengths with the brand influence of its partners to
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-
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Four. Operational Overview
capture market share in high-value professional products.
-
(5). Actively supporting customers in e-commerce platform sales, assisting them in securing leading global e-commerce advantages, and driving new growth for Rexon future business expansion.
-
Fitness Equipment Section :
Rexon primarily operates as an OEM manufacturer in the fitness equipment industry, serving major fitness equipment brands. In recent years, the company has been actively seeking new customer partnerships, continuously expanding its codeveloped product portfolio. By forming an industry alliance with Johnson Health Tech, Rexon has not only strengthened its expertise in aerobic equipment manufacturing but also significantly broadened its future commercial strength training equipment product range.
In addition to growth in the home fitness brand sector, Rexon maintains close interactions with clients in the commercial fitness market to ensure comprehensive market coverage. Regardless of market fluctuations, Rexon builds on its strong OEM foundation in the commercial fitness equipment sector, utilizing its expertise in R&D and manufacturing to collaborate with partners in design, production, and marketing. This continuous learning process strengthens the company’s capabilities and resilience.
Expansion of Product Categories: Rexon currently specializes in manufacturing spin bikes, treadmills, elliptical trainers, stair climbers, indoor cycling bikes, rowing machines, smart strength training machines, weight training equipment, and bike trainers. With years of accumulated expertise and experience, the company has built a strong reputation in the industry, earning the trust of existing clients while attracting new customers eager to explore potential collaborations. Continuous Customer Acquisition: As an OEM manufacturer in the fitness equipment industry, Rexon serves major fitness brands. In recent years, it has actively sought new customer partnerships, continuously expanding its co-developed product portfolio. The company is leveraging its R&D and production capabilities to enhance technological standards and expand production capacity, meeting the demands of both existing and potential clients. Rexon anticipates significant growth in fitness equipment sales this year, driving substantial business expansion
- Smart Mobility (E-Mobility) : Amid global ESG trends, reducing and ultimately eliminating carbon emissions is a shared objective. With 50 years of experience in electromechanical integration and expertise in motors, electrical components, and mechanical structures, Rexon is committed to developing electric-powered solutions as alternatives to fuel-powered systems.
The company has developed a range of E-Mobility products, including electricassisted bicycles, smart lawn-mowing robots, and drones. Additionally, Rexon is proactively expanding into other high-growth electric vehicle applications, such as golf carts, beach buggies, and electric transport vehicles.
As environmental consciousness continues to rise worldwide, the applications derived from electric motor-driven technologies will remain a key focus for Rexon. This sector represents the company's strategic investment in building a robust and sustainable industry for the next 50 years.
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Four. Operational Overview
II. Overview of market and production/sales
-
(I). Market analysis
-
Regions of distribution (provision) for the Company’s major products (services) analysis: The major products of the consolidated company are power tools and fitness equipment, which are mainly for international sales and sold in North America (the U.S.) in terms of region.
| Region | 2024 2023 |
2024 2023 |
2024 2023 |
2024 2023 |
|---|---|---|---|---|
| Sales amount Percentage in net Sales amount Percentage in net |
||||
| sales % sales % |
||||
| America | 5,601,756 92% 5,949,273 89% |
|||
| Europe | 258,202 4% 609,258 9% |
|||
| Asia | 241,537 4% 95,031 1% |
|||
| Others | -2,209 -0% 54,899 1% |
|||
| Total | 6,099,286 | 100.00% | 6,708,461 | 100.00% |
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Market share:
-
(1). Power Tools:
Rexon’s product sales are primarily concentrated in North America, with Europe and other regions as secondary markets. In the U.S. and Europe, benchtop power tools, such as miter saws and table saws, dominate the market. Rexon's main export products include miter saws, tile cutters, table saws, and drill presses. Additionally, the company has expanded its product portfolio to include a new outdoor battery-powered equipment series, featuring electric lawnmowers, hedge trimmers, and leaf blowers. These products were first introduced in the Taiwan market and are now being aggressively promoted through professional channels, retail stores, and social media.
- (2). Fitness Equipment:
Rexon's fitness equipment market is also primarily based in North America, with spin bikes and treadmills being the top-selling products, followed by elliptical trainers and stair climbers. Demand in Europe and emerging markets such as Latin America has also been growing steadily. In addition to cardio equipment, strength training has been gaining popularity among both younger and older demographics, making it a key focus area for Rexon’s future investment.
-
Market Outlook and Growth Potential
-
(1). Power Tools Section
The demand for high-quality professional tools continues to grow, while ergonomic and lightweight designs are becoming increasingly important. In recent years, battery-powered tools have gained strong market acceptance, with major brands actively expanding their product lines in this segment. These tools have become a primary revenue driver.
In response to this trend, Rexon has collaborated with brands to develop
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Four. Operational Overview
cordless products and expanded its technology into garden tools. Production began last year, and this segment is expected to be a major growth driver for the company.
According to market research reports, the key factors driving growth in the power tool industry include: The continued growth of infrastructure and construction markets in emerging economies. Increased demand from automation industries for power tools. The rising popularity of battery-powered tools globally.
Additionally, geopolitical and environmental factors such as the RussiaUkraine war and North American wildfires are increasing the need for rebuilding efforts, which will further drive demand for power tools. In North America, major retailers like Home Depot, Lowe’s, and Harbor Freight are focusing on semi-professional and professional-grade power tools,
incorporating green design elements to enhance profitability and brand image. Since 2019, Rexon has been implementing sustainable development strategies and reducing carbon emissions. Key initiatives include:
Launching ESG projects, establishing a BLDC (Brushless DC Motor) production line, developing carbon-reducing product designs to align with future market demands.
- (2). Fitness Equipment Section
According to ACSM's Health & Fitness Journal's "Worldwide Survey of Fitness Trends for 2025", the top 10 global fitness trends are:
Wearable Technology Mobile Exercise Applications (Apps) Fitness Programs for Older Adults Exercise for Weight Loss Traditional Strength Training High-Intensity Interval Training (HIIT) Data-Driven Training Technology Exercise for Mental Health Functional Fitness Training Health & Wellness Coaching Although the demand for connected fitness classes has cooled down, a key shift is that people are prioritizing their personal health more than ever. Consumers are willing to spend more time and effort on fitness to maintain or improve their overall well-being. Rexon is aligning its product development with global fitness trends, particularly in senior fitness and strength training.
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Four. Operational Overview
The demand for fitness equipment is evolving, with hybrid usage models between gyms and home workouts becoming more common. Consumer expectations now extend beyond basic functionality to include: Connected features, Health monitoring, accurate Fitness data tracking, Integrated entertainment.
In North America, "Made in the USA" has become a strong consumer preference, but this also presents a challenge for product competitiveness. As an OEM manufacturer, Li-Shan must strategically balance manufacturing locations with revenue growth while helping brand clients expand their market share and secure key supply chain positions.
The fitness market is no longer limited to traditional gym equipment. Any product that contributes to a healthier lifestyle is now a potential business opportunity. For example, outdoor fitness gear for home use is gaining traction. Rexon will continue to closely track industry trends and actively develop innovative products.
- (3). New Business Ventures
Over the past two years, Rexon has been actively developing E-bike products, primarily focusing on E-Cargo Bikes. These high-powered mid-drive motor systems help logistics companies optimize last-mile deliveries. Additionally, Rexon’s patented cargo loading structure significantly reduces loading and unloading time, saving logistics operators substantial labor costs. Although the E-bike market experienced a downturn last year due to inventory issues, stock levels are now stabilizing, and the market outlook for this year is optimistic. Another promising sector is drones, which have become one of the world's hottest markets. Given the current U.S.-China trade tensions, there is a strong push for non-Chinese drone manufacturers, creating a major opportunity for Taiwan. Rexon is actively following government policies and investing in drone motor development and full drone system production, ensuring strong revenue growth in this new business segment.Another promising sector is drones, which have become one of the world's hottest markets. Given the current U.S.-China trade tensions, there is a strong push for non-Chinese drone manufacturers, creating a major opportunity for Taiwan. Rexon is actively following government policies and investing in drone motor development and full drone system production, ensuring strong revenue growth in this new business segment.
-
(4). Competitive Advantages
-
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Four. Operational Overview
Rexon is a leading manufacturer of power tools and fitness equipment, leveraging core competencies in motors, electronic control systems, and mechanical design. The company continues to introduce innovative products annually and has built a strong patent portfolio, accumulating over 300 patents. In 2019, Rexon implemented the EPS patent management system to maximize the value of its patents. Additionally, the company has long utilized CPC (Collaborative Product Commerce) and ERP systems to facilitate efficient product co-development between its Taiwan and China (Zhejiang Tongxiang) facilities.
In the era of Industry 4.0, Rexon has adopted smart logistics and Digital Signage systems for real-time inventory management, fully embracing lean manufacturing principles. The company also supports its suppliers in optimizing lean production, creating a highly efficient supply chain. In manufacturing, key innovations include: Aerial warehouse systems, Automated production equipment, Rexon LAB, a laboratory built to international standards to differentiate Rexon from low-cost competitors. Internally, Rexon continually improves efficiency and quality through employee-driven initiatives such as proposal improvement programs, teamwork projects, and innovation campaigns.
With strong foundations in manufacturing, R&D, marketing, and customer service, Rexon is committed to innovation, service, and differentiation, fostering long-term strategic partnerships with global clients. Furthermore, as global businesses face increasing ESG (Environmental, Social, and Governance) challenges, Rexon has completed a carbon footprint assessment in 2022 and has also published CSR (Corporate Social Responsibility) reports for both 2022 and 2023. From a practical standpoint, Rexon has implemented sustainability initiatives starting from raw material selection in product design to carbon reduction planning in manufacturing and supply chain management. These efforts include: reducing plastic packaging materials, optimizing packaging volume to lower transportation-related carbon emissions, collaborating with brand customers to promote sustainability and shared growth. Additionally, Rexon extends its commitment to carbon reduction to its suppliers, ensuring that sustainability is implemented across the entire supply chain from start to finish.
Regarding manufacturing locations, Rexon’s new investments in Thailand and
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Four. Operational Overview
Vietnam significantly help mitigate the tariff impact of the Trump 2.0 trade policies on the power tools and fitness equipment sectors. These new production bases provide greater flexibility in manufacturing strategies, allowing Rexon to better adapt to shifting global trade dynamics and geopolitical challenges.
-
Business Outlook: Opportunities & Challenges
-
(1). Advantageous factors
-
A. Rexon’s high-quality products have been recognized and praised by major retailers and OEM manufacturers. Since partnering with global retail chain stores in 1998, Rexon has continuously gained experience and expanded its customer base in the retail sector.
- In the field of power tools, Rexon has been actively expanding its existing business and adding renowned retail chain clients year after year, ensuring continuous growth in its overall production and sales network. In the fitness equipment sector, Rexon has established business relationships with well-known brands and has been steadily expanding its operations while continuously accumulating research and production expertise. Moreover, we actively engage with the consumer market to understand user needs, proposing innovative structural designs to our clients to enhance product uniqueness and differentiation.
-
B. Leveraging its four key advantages—quality, cost efficiency, delivery, and service - Rexon has maintained stable partnerships with renowned power tool brands, fitness equipment brands, and automotive parts brands. The company is also actively expanding its customer base and product portfolio, increasing new business opportunities to achieve greater revenue growth.
-
C. While actively pursuing shareholder interests, Rexon invests in development and reconfigures factory facilities to enhance production capacity and efficiency. Rexon is committed to creating a friendly work environment by adding an employee gym, on-site rest areas, and redesigning the employee garden. Additionally, the company promotes green energy policies by electrifying transportation equipment and installing solar panels, contributing to a more sustainable planet.
-
-
(2). Adverse Factors
-
A. The demand for home fitness equipment has slowed, while the demand for commercial fitness machines has increased. In response, Rexon has restructured its market strategy to balance the distribution of machines across different usage sectors. Additionally, U.S. tariffs and inflation issues have significantly impacted various industries. To mitigate these challenges, Rexon will leverage its advantages of diversified manufacturing locations strategy, to minimize the impact while also creating new business opportunities.
-
B. The ongoing Russia-Ukraine war continues to disrupt global raw material supply stability and cause exchange rate fluctuations, posing challenges for the entire manufacturing industry. While such external factors are beyond control, we minimize their impact through risk management. Specifically, to address exchange rate fluctuations, we have established communication channels with banking experts and utilize forward exchange rate operations to hedge against foreign exchange risks.
-
-
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Four. Operational Overview
- C. Regarding raw material supply, we apply lean manufacturing principles and implement supplier quality guidance to prevent defects that may lead to returns, minimizing wasted labor and costs. Additionally, we reduce material waste by leveraging a systematic procurement and supplier network, enabling proactive order planning and precise control over raw material readiness. Countermeasures:
- a. Committed to sustainable operations, we strive to maximize overall benefits for all corporate stakeholders.
- b. Leveraging our leading electromechanical technology, we provide highquality products and services to our brand customers.
- c. Upholding a continuous improvement mindset, we achieve excellence in lean manufacturing and management.
-
(II). Key purpose and manufacturing process of major products
-
Key purpose
| Major product | Key purpose |
|---|---|
| Power tool | Functions such as cutting, planing, drilling, sawing, grinding and grooving for the materials, e.g. woods, metal, plastics,tiles and acrylic. |
| Fitness device | Body health improvement, medical treatment, body rehabilitation, weight loss, muscle-building and cardiopulmonary training as well as the enhancement of physical fitness. |
| E-Mobility | Auxiliary mobility tools under the trend of oil-to-electricity conversion, includes the products of sports, consumer goods,and commercial fields. |
-
Production processes
-
(1). Power tool(including outdoor power tools) related products production flowchart
==> picture [431 x 198] intentionally omitted <==
----- Start of picture text -----
Raw material
Cast iron Casting Machining
Aluminum Paint
Die casting Machining Assembly End product
ingot spraying
Stamping and
Steel plate Unloading Machining
forming
Heat Surface
Round iron Machining Grinding
treatment treatment
Plastic Injection
Motor
Hardware
accessory
----- End of picture text -----
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Four. Operational Overview
(2). Fitness device and E-Mobility related products production flowchart
==> picture [497 x 297] intentionally omitted <==
----- Start of picture text -----
Raw material
Control panel
Baking
Cast iron Casting Machining varnish
Aluminum
Die casting Machining
ingot
Stamping and
Unloading
Steel plate forming Assembly End product
Steel pipe Stamping Elbow Weld machining
(electro-deposition)
Heat Surface
Round iron Machining Grinding
treatment treatment
Plastic Injection
Baking
varnish
Motor
Hardware accessory
Aluminum extrusion Machining Welding T4 Shaping T5 Grinding varnishBaking
----- End of picture text -----
(III). Supply status of major raw materials
==> picture [428 x 147] intentionally omitted <==
----- Start of picture text -----
Major raw Major supplier Supply status
material
Aluminum ingot A01, A02 Good
Ball bearing B01, B02, B03, B04, B05, B06, B07 Good
Motor C01, C02, C03, C04, C05 Good
Saw blade D01, D02 Good
Magnesium alloy E01 Good
Plastic F01, F02, F03, F04, F05, F06, F07 Good
Steel plate G01, G02, G03 Good
Steel pipe H01, H02, H03, H04 Good
Control panel I01, I02, I03, I04, I05, I06, I07 Good
----- End of picture text -----
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Four. Operational Overview
-
(IV). The name of the customer that accounted for more than 10% of the total purchase (sales) amount in any of the most recent two years, the proportion of the purchase (sales) amount, and the reason for the changes.
-
Information on major suppliers for the most recent two years:
| 1. Information on major suppliers for the most recent two years: | 1. Information on major suppliers for the most recent two years: | 1. Information on major suppliers for the most recent two years: | 1. Information on major suppliers for the most recent two years: | |||||
|---|---|---|---|---|---|---|---|---|
| Unit: NTD thousand | ||||||||
| Item | 2023 | 2024 | ||||||
| Name Amount Percentage in Relationship with |
Name | Amount Percentage in Relationship with |
||||||
| annual net purchase(%) the issuer |
annual net purchase(%) the issuer |
|||||||
| Major suppliers that accounted for more than 10% of the total purchase: None | ||||||||
| Net purchase | 5,018,085 | 100 | Net purchase | 4,340,189 | 100 |
Note 1: The name of the major supplier that accounted for more than 10% of the total purchase in the most recent two years, the amount and proportion of the purchase shall be indicated. Where the name of the supplier cannot be disclosed due to a contractual agreement or the counterparty is an non-related individual, the name may be substituted by a code.
-
Note 2: Where the Company has stocks listed on the Taiwan Stock Exchange or the Taipei Exchange and there is financial information audited, certified or reviewed by CPAs in the most recent year prior to the publication date of this annual report, the information must also be disclosed.
-
Information on major customers for the most recent two years
Unit: NTD thousand
==> picture [704 x 155] intentionally omitted <==
----- Start of picture text -----
2023 2024
Item Percentage in Percentage in
Relationship Relationship
Name Amount annual net sales Name Amount annual net
with the issuer with the issuer
(%) sales (%)
1 D 5,190,472 77 None D 3,598,165 59 None
2 B 380,121 6 None B 540,425 9 None
3 A 394,846 6 None A 479,549 8 None
Others 743,022 11 Others 1,481,147 24
Net sales 6,708,461 100 Net sales (consolidated) 6,099,286 100
(consolidated)
----- End of picture text -----
-
Note 1: The name of the major customer that accounted for more than 10% of the total sales in the most recent two years, the amount and proportion of the sales shall be indicated. Where the name of the customer cannot be disclosed due to a contractual agreement or the counterparty is an non-related individual, the name may be substituted by a code.
-
Note 2: Where the Company has stocks listed on the Taiwan Stock Exchange or the Taipei Exchange and there is financial information audited, certified or reviewed by CPAs in the most recent year prior to the publication date of this annual report, the information must also be disclosed.
-
71 -
Four. Operational Overview
III. Employees
- (I). Number of employees, average years of service, average age, and education degree distribution ratio in the most recent two years and up to the publication of this annual report
==> picture [432 x 301] intentionally omitted <==
----- Start of picture text -----
January 31, 2025
Year 2023 2024 As of January 31,
2025 for the current
year
Number of Technical
108 103 102
employees personnel
Management and 228 221 222
administrative
personnel
On-site personnel
482 364 360
Total
818 688 684
Average age 39.7
41.3 41.3
Average years of service 7.9
9.8 9.9
Education PhD
0% 0% 0%
degree
Master
distribution 6% 6% 6%
ratio Bachelor
39% 42% 42%
Senior high school
33% 30% 30%
Below senior high
22% 22% 21%
school
----- End of picture text -----
Note: The information of the year and up to the publication date of the annual report shall be provided.
IV. Information on environmental protection expenses
-
(I). Losses arising as a result of environmental pollution incidents in the most recent year and up to the publication date of the annual report (including any compensation paid and any violations of environmental protection laws or regulations identified in environmental inspection; the disciplinary date, number of the disciplinary letter, provisions violated, requirements of the provisions violated, and specific punishment shall be specified), the estimated amount of the losses that may incur currently or in the future and the responsive actions taken, and the reasons in case the losses cannot be reasonably estimated: None.
-
The Company adopts the production method of the central satellite system for our power tool and fitness device manufacturing business. The central plant is responsible for development, design, assembly and marketing while 80% of the parts and accessories are provided by the third party. Hence, the central plant has not polluted the external environment during the manufacturing process, much less damage the ecological environment. The Company did not suffer losses related to environmental pollution in the most recent two years as a result. Currently, we continue the implementation of the following schemes:
-
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Four. Operational Overview
-
(1). Promoting the prohibitions of toxic substances as well as the recovery/reuse rate for raw materials and implementing the goal of green production in compliance with the EU’s environmental policies and the launch of WEEE and RoHS.
-
(2). Monitoring the surrounding noise to meet the factory noise control standards.
-
(3). Operating the local exhaust ventilation equipment to protect air quality and prevent pollution.
-
(4). Conducting environment protection related inspections and handling such as drinking water testing, operation environment inspections, waste removal and handling, domestic sewage tank maintenance, surrounding noise testing and waste oil removal and handling.
-
Management goals for environmental protection:
Rexon has established explicit goals for environmental protection and energy saving. We manage and regulate every use of energy resources as well as pollution emission through the environmental management system. Furthermore, continuous improvements are made in the hope of achieving eco-friendly goals including low pollution, low energy consumption and easy recovery during the processes of product development, production, use and scrapping. Roughly speaking, we have set up several important management goals for the long-term environmental protection.
- (1). Goals for power saving and carbon reduction
The impact caused by climate change has been one of the common environmental issues that the world faces. Thus, the countries around the world should bear the responsibility for mitigating the greenhouse effect together. In order to be in line with the government’s policies and achieve energy saving and carbon reduction, Rexon has established a long-term management goal for renewable energy. We have also collaborated with a third party and entrusted them with installing solar power systems on the roofs of the existing factories. We started applying for installation in 2019 and have officially generated electricity since July 2019. The total installed electricity capacity was 1,207.86KW.
- (2). Goals for waste reduction
Waste is deemed a misplaced resource. In order to improve the resource use efficiency, Rexon consistently adopts measures such as reducing general and recyclable waste, requiring all employees to sort waste and assigning dedicated personnel to the waste recovery field for control. With these, Rexon will continue to reduce hazardous business waste and increase the amount of
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Four. Operational Overview
the recyclable waste resources based on the generation of business waste.
- (3). Goals for water saving
Under global environmental change, water resources are getting scarce day by day, which is another material environmental impact that humans will face in addition to energy saving and carbon reduction issues. We have improved the manufacturing process and hardly generated process wastewater in order to protect water resources and operate the corporation sustainably. In terms of the water used by the employees for domestic demands, we strive to disseminate the concept and measures of water saving to the employees and reduce domestic wastewater in an active manner.
V. Labor-management relationship
-
(I). A specification of the Company’s employee welfare measures, continuing education, training, retirement systems and implementation status thereof, as well as labormanagement agreements and employee rights protection measures.
-
Employee benefit measures
-
(1). Two-day weekend.
-
(2). Direct employee retention bonuses.
-
(3). Quality gyms for employees, table tennis rooms, breastfeeding rooms, “happy organic farms” for employees, classrooms for woodworking and free parking lots.
-
(4). Spacious and clean restaurants with the provision of free lunch and dinner for the employees.
-
(5). The Employee Welfare Committee and industrial unions.
-
(6). Labor and health insurance and a 6% pension contribution.
-
(7). Menstrual and paid pregnancy checkup leaves.
-
(8). A five-day paternity leave.
-
(9). Annual, regular and free health checkups for the care of employee health.
-
(10). Dedicated industrial nurses and doctors stationed at the factories monthly for service.
-
(11). Regular conduction of Employee and Family Activity Days (e.g. large barbeque activities, mountain climbing, fishing and singing karaoke).
-
(12). Gift vouchers for Labor Day, Moon Festival and birthday as well as year-end dinner party and lot drawing.
-
(13). Subsidies for marriage, funeral, festivities and childbirth, emergency aid and allowances for clubs (e.g. yoga, badminton, mountain climbing, softball, craft and singing clubs).
-
(14). Travel subsidies for the employees and their families and employee gathering subsidies.
-
(15). Multiple contracted stores for employees to enjoy discounts.
-
(16). Cooperative contracted child care centers.
-
-
74 -
Four. Operational Overview
-
Employees’ training and continuing education:
-
(1). The Company’s employees should participate in the pre-service training courses for new employees and the in-service vocational training after they registered for the duties. In addition, an annual training plan was established and then conducted according to the annual training requirement survey. Performance evaluations have been implemented based on the training results to enhance employee competency and improve the operational performance and competitiveness of the Company.
-
(2). To be in line with the log-term development of the Company and boost the quality of employees, we have arranged general training and professional courses as well as inviting the employees to hold internal sharing and courses on professional techniques. The Company has allowed every employee to fulfil his or her maximum potential by talent cultivation and training.
- A. General training: Fire safety training and educational training on labor safety. B. Professional training: Sending the employees to training institutions to participate in courses (according to the profession of each department) and training with respect to the knowledge needed for work, such as audit, accounting, management of managerial officers, professional technique, market promotion and business training.
-
(3). The Company has set up the “Implementation of Educational Training Guidelines” for the employees to follow.
-
(4). 12,710 of the Company’s employees actually participated in the training in 2024, including internal, self-funded and all free training courses held by the competent authority, accounting firms and the industry. In 2024, the actual training expense of the Company was NT$3,963 thousand.
-
The code of employee conduct and ethics:
-
(1). For the code of employee conduct and ethics, the Company has established many relevant regulations and guidelines as the criteria that the employees should follow for their behaviors. The main contents are:
-
A. Agreements related to ethical standards, recusal due to conflict of interest, profiteering prevention, prohibition of wrongdoings, banquet specifications, recusal from reception, other agreements and non-disclosure agreements subject to the Company, non-disclosure with respect to Intellectual property and non-compete restrictions as well as personnel management shall be observed.
-
B. Disciplinary measures.
-
C. Specifications on the duties of each unit and the functions of the organization. D. Establishment of employee performance management plans along with the management procedure of performance evaluation and development. This is for effectively achieving the Company’s operational goals as well as making the employees pursue the achievement and development regarding their positions through performance management at present and in the future.
-
-
75 -
Four. Operational Overview
-
(2). The Company evaluates the employees according to regulations such as the duties of each unit and personnel management guidelines, employee reward and disciplinary policy, and performance management and evaluation regulations. The employees have been informed to comply with all reward and disciplinary regulations, and rewards and punishments shall be given in accordance with the aforementioned regulations.
-
Retirement system and its implementation status
-
(1). We make monthly contributions to the pension and remit it to the labor pension reserve funds account opened by the Labor Pension Fund Supervisory Committee in line with the Labor Standards Act. The “Labor Pension Act” has also been enforced since July 1, 2005.
-
A. The “Labor Pension Act” is applicable to all employees that took office on July 1, 2005.
-
B. Those who took office before July 1, 2005 may choose the pension regulations specified in the “Labor Pension Act” or the “Labor Standards Act.”
-
-
(2). Where any of the following occurs, an employee may voluntarily apply for retirement:
-
A. Where the employee has continuously worked for the Company for more than fifteen years and has reached the age of fifty-five years old.
-
B. Where the employee has continuously worked for the Company for more than twenty-five years.
-
C. Where the employee has continuously worked for the Company for more than ten years and has reached the age of sixty years old.
-
-
(3). Standards for pension provision
-
A. For the employees to whom the “Labor Standards Act” is applicable:
-
a. We make monthly contributions to the pension and remit it to the labor pension reserve funds account at the Bank of Taiwan in line with the Labor Standards Act.
-
b. Two bases are given for each full year of service rendered. However, for the rest of the years over fifteen years, one base is given for each full year of service rendered. The total number of bases shall be no more than forty-five. The length of service is calculated as half year when it is less than six months and as one year when it is more than six months. The pension is calculated according to the bases given for the years of service rendered as well as the average wage six months before the employee’s retirement.
-
-
B. For the employees to whom the Labor Pension Act is applicable, the Company shall contribute 6% of the employee’s monthly wage to the personal labor pension account at the Bureau of Labor Insurance.
-
C. The Company appropriate 15% of the total monthly wage of an employee as the pension and remit the amount to the labor pension reserve funds account at the Bank of Taiwan in the name of the Labor Pension Fund Supervisory Committee. As of December 31, 2024, the balance of the labor pension reserve
-
-
76 -
Four. Operational Overview
funds account at the Bank of Taiwan was NT$367,321 thousand, and the value of defined benefit obligation was NT$126,541 thousand.
- D. In 2024, the pension expenses of the Company under the specific pension allocation guidelines was NT$20,733 thousand. These had been contributed to the Bureau of Labor Insurance.
-
Remuneration policy
-
(1). Employee remuneration: According to Article 25 of the Articles of Incorporation: If there is a profit in a fiscal year, the Company shall allocate at least 5% of the profit as the remuneration to the employees and no higher than 5% as the remuneration to the directors. However, if the Company has accumulated loss, an amount used to cover the loss shall be set aside first. The employees to which remuneration is paid in shares (treasury or new shares) or cash may include those of the controlled or affiliated companies who meet certain criteria.
-
(2). The year-end and relevant bonuses shall be distributed based on the Company’s operational performance and personal performance.
-
Senior managers’ remuneration and ESG-related performance incentives
-
(1). Purpose: With increasing focus on environmental, social, and governance (ESG) issues by companies, linking senior managers’ remuneration to ESG performance has become a global trend. This approach aims to explore effective ways to link senior managers’ compensation with ESG performance to foster the sustainable development of enterprises.
-
(2). Objectives
-
A. Establish a mechanism to link senior executives’ compensation with ESG performance.
-
B. Improve the environmental, social and governance performance of the company.
-
C. Increase the long-term value of the business and shareholder returns.
-
-
(3). Evaluation methods
-
A. Performance evaluation: Setting short-term and mid- to long-term ESG goals.
-
B. Remuneration Linking
-
a. Adjust senior managers’ remuneration based on the results of ESG performance evaluations.
-
b.
-
b. Establish an incentive mechanism to encourage senior managers to achieve ESG targets.
-
-
(4). Bonus Payment Standards
| Indicator items | Indicator items | weight (%) | Description | annual achieveme nt rate (%) |
Proportion in annual performance bonus(%) |
|---|---|---|---|---|---|
| generally | KPI indicators |
100% | Includes the ratio of the current year's pre- tax profit to the budget target, and the growth rate compared to thepreviousyear. |
XX |
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Four. Operational Overview
| Additional bonus indicators |
ESG indicators |
+5% to +10% |
Includes non-financial and external financial performance indicators, such as corporate governance implementation effectiveness and carbon reduction results for theyear. |
XX | |
|---|---|---|---|---|---|
- Material Internal Information Handling Procedure:
(1). The Company established the Material Internal Information Handling
Procedure for the employees, managerial officers, directors and supervisors to follow.
Material Internal Information Handling Procedure Established by the Board of Directors and published on December 31, 2009
Chapter I General Provisions
I. Purpose of establishment
This Procedure is specifically established to set up a good mechanism for the handling and disclosure of the Company’s material internal information, avoid inappropriate information leakage and ensure the consistency and accuracy of the external information released by the Company. The employees are subject to this Procedure.
II. Implementation in line with laws and regulations and this Procedure
The Company shall handle and disclose the material internal information in accordance with relevant laws, the regulations of the Taiwan Stock Exchange Corporation and this Procedure.
III. Scope of application
This Procedure is applicable to all directors, supervisors, managerial officers and employees of the Company.
The Company shall ensure that any other person who acquires knowledge of the Company's material internal information due to identity, occupation or controlling interest complies with the regulations related to this Procedure. …………(part of the contents are omitted owing to space limitations)
Chapter II Procedure for the Non-Disclosure of Material Internal Information
VI. Firewall operations for non-disclosure - personnel
The directors, supervisors, managerial officers and employees of the Company shall fulfill the duty of care and the fiduciary duty of a good administrator as well as acting in
good faith in the conduct of business operations. Further, the non-disclosure agreements shall be signed.
No director, supervisor, managerial officer or employee with the knowledge of material internal information of the Company shall disclose the known information to others. …………(part of the contents are omitted owing to space limitations) Chapter III Procedure for the Disclosure of Material Internal Information
X. Principles of material internal information disclosure
The Company shall comply with the following principles when making external disclosures of material internal information: the information disclosed shall be accurate, complete and timely; there shall be a well-founded basis for the disclosure of information; and the information shall be disclosed fairly. ……(part of the contents are omitted owing to
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Four. Operational Overview
space limitations)
Chapter IV Handling of Abnormal Events
XIV. Reporting of abnormal events
Where the directors, supervisors, managerial officers or employees of the Company are aware of any disclosure of material internal information, they shall report to the dedicated unit and the internal audit department as soon as possible.
The dedicated unit shall draw up countermeasures after receiving an aforementioned report. It may invite members from the internal audit and other departments for discussion and keep a record of the handling results for future reference when necessary. The internal audit unit shall also perform audits as their duties may require. …………(part of the contents are omitted owing to space limitations)
Chapter V Internal Control and Educational Dissemination
Chapter VI Additional Rules
XVIII. Implementation and amendment
This Procedure shall take effect after having been submitted to and approved at the Board of Directors. Subsequent amendments thereto shall be effected in the same manner.
-
Work environment and employee’s personal safety protection measures:
-
(1). The Company established the Industrial Safety and Health Work Rules to regulate matters related to safety management and for the employees to follow.
-
(2). The Company has appointed qualified first-aid personnel and prepared sufficient first-aid kits in accordance with the “occupational safety and health” relevant laws and regulations.
-
(3). The Company has set up an emergency response team to organize and define procedures, e.g. Emergency Response Procedure and Industrial Safety and Health Work Rules to respond to emergencies and accidents, including power failure, water outage, fires, floods, typhoons, earthquakes, personnel injuries (that may cause temporary or permanent disability), food poisoning, statutory communicable diseases (SARS) and water pollution. The Procedure and the Rules are applicable to any emergency that may result in environmental pollution as well as causing the personnel to lose their lives and properties.
-
(4). Educational training: Educational training on safety and health
-
A. Implemented for new personnel. In 2024, a total of 130 people participated in the training.
-
B. For those who shift their jobs.
-
C. Educational training on safety and health for new managerial officers.
-
-
(5). Equipment safety:
-
A. Inspections on each part of a forklift shall be implemented annually on a regular basis. Braking, directional, stowage and oil-pressure devices as well as clutches, roofs and masts shall also be inspected for abnormalities every month.
-
B. The machines and protection devices shall be inspected for their normality before work. Where they make unusual sounds or if other abnormalities are identified during their operation, they must be shut down and inspected as soon as possible. Compliance with this matter along with the focus on it are especially required for high-speed and high-pressure machines.
-
-
79 -
Four. Operational Overview
- C. Where the sound made by machines and equipment in the workplace exceeds the standard decibel level, measures such as engineering improvement and machine repair shall be taken to reduce or isolate noises. Soundproofing protection devices (e.g. earplugs and earmuffs) may be worn to prevent hearing damage.
- D. A special health checkup was implemented for special operators in 2024.
- (6). Environmental safety:
- A. Sorting and rectifying the places of operations on a daily basis.
- B. Inspecting domestic drinking water and the water dispensers periodically. C. Inspecting noises, dust and illuminance periodically.
- D. The 5S movement for all factories were conducted in 2024.
- (7). Medical treatment and health care:
- A. Implementing annual health checkups for employees and special health checkups for special operators.
- B. Hiring nurses and doctors to be stationed at the factories and provide consulting services. In 2024, doctors were stationed at the factories for a total of 20 times.
- C. Breastfeeding rooms have been set up in accordance with the Act of Gender Equality in Employment.
- (8). Fire safety: A completed fire protection system has been set up in accordance with the Fire Services Act and the established Fire Protection Plan while the educational training on reporting, fire extinguishment and refuge is conducted. In 2024, we conducted four kinds of training twice.
-
For other important agreements, the Company implements regular labormanagement meetings in line with the implementation of the labor-management meeting regulations specified in Article 83 of the Labor Standards Act. Thus, the both parties are able to voice their opinions and achieve adequate communication and coordination.
-
(II). A specification of losses arising as a result of labor-management disputes in the most recent year and up to the publication date of the annual report (including any violations of the Labor Standard Act identified in labor inspection; the disciplinary date, number of the disciplinary letter, provisions violated, requirements of the provisions violated, and specific punishment shall be specified), the estimated amount of the losses that may incur currently or in the future and the responsive actions taken, and the reasons in case the losses cannot be reasonably estimated.
-
A specification of losses arising as a result of labor-management disputes in the most recent year and up to the publication date of the annual report: None.
-
The estimated amount of the losses that may incur currently or in the future and the responsive actions taken: The Company has reached a consensus between labor and management. With a harmonious labor-management relation, we have not suffered any losses due to labor-management disputes. The possibility of suffering any losses due to these disputes in the future is expected to be extremely low.
VI. Cyber security management
-
(I). Descriptions of the cyber security risk management structure, cyber security
-
80 -
Four. Operational Overview
policies, specific management plans and resources invested in cyber security management.
-
Information security risk management structure: The Company has enhanced the information safety management to ensure the confidentiality, completeness and availability of the information assets. The goal is to provide an information environment for the continuous operation of the Company’s business. The Company has not established a cross-department Information Security Committee. As a result, the officer of the General Administration Division (which is superior to the Information Management Department) is currently responsible for this matter.
-
Cyber security policy
-
(1). The Information Management Department under the General Administration Division is currently responsible for organizing all matters related to information security management.
-
(2). Establishing a list of information assets and personal data for regular inventory; Conducting risk management with risk assessment on information security and personal data as well as implementing all control measures.
-
(3). Holding irregular educational training and dissemination on information security and personal data protection; The new personnel shall sign a nondisclosure agreement for cyber security.
-
(4). The employees of the Company shall comply with the Company’s security specifications on information or confidentiality.
-
(5). The suppliers and outsourced companies of Rexon shall comply with the Company’s information security specifications and agreements.
-
(6). Proper backups and redundancy are set up for important information systems or equipment.
-
(7). The installation of antivirus software in all personal computers as well as regular updates are required while the use of unauthorized software is prohibited.
-
(8). Establishing the management mechanism of continuous business operation and implementing regular internal audits every year to ensure the effectiveness of the information security and personal data protection management system.
-
Specific cyber management plans and the resources input for the cyber security management:
-
(1). Security management with respect to information assets.
-
(2). Security management with respect to networks and computer systems.
-
(3). System access control and security management with respect to the development and maintenance of the systems.
-
(4). Maintenance services of the outsourced professional computer and information companies.
-
(5). Listing the inspection and control on information security and personal data protection as items to be covered in the annual audit.
-
(6). Self-inspections shall be implemented annually based on the internal control system, and the implementation performance shall be reported to the Board of Directors along with the Statement of Internal Control System.
-
81 -
Four. Operational Overview
- (II). A specification of losses arising as a result of material cyber security incidents in the most recent year and up to the publication date of this annual report, possible impact thereof and responsive actions therefor, and the reasons in case the losses cannot be reasonably estimated: None.
VII. Important contracts:
Unit: NTD thousand
| Unit: NTD thousand | February 28, 2025 | ||||
| Nature of contract |
Financing limit Financing balance Restrictive clause |
||||
| Party | Contract start/end date | ||||
| Long-term borrowings |
Hua Nan Commercial Bank |
From February 2020 to April 2025 |
630,000 18,333 “Returning overseas Taiwanese businesses” of the National Development Council |
||
| Long-term borrowings |
Hua Nan Commercial Bank |
From October 2024 to October 2027 |
500,000 91,667 |
||
| Long-term borrowings |
Chang Hwa Bank | From May 2022 to May 2026 | 200,000 | 62,500 |
- 82 -
Five. Review and Analysis of Financial Status and Operational Results, and Risk Assessment
Five. Review and Analysis of Financial Status and Operational Results, and Risk Assessment
I. Financial status
-
(I). The main reasons for any material change in the Company's assets, liabilities, or equity in the most recent two years, and the effect thereof; where the effect is of material significance, describe the measures to be taken.
-
The current assets in the current period are reduced by NT$1,559,484 thousand in comparison with the previous period:
-
(1). The cash and bank deposit is reduced by NT$910,882 thousand as a result of the reduced sales amount and the adjustment of the funds.
-
(2). The net accounts receivable are reduced by NT$360,003 thousand as a result of the reduced net sales of NT$609,175 thousand in 2024 compared with that in 2023.
-
(3). The inventory is reduced by NT$256,341 thousand as a result of the operating requirements.
-
-
The non-current assets in the current period are reduced by NT$270,650 thousand in comparison with the previous period:
-
(1). The deferred tax assets are reduced by NT$16,906 thousand.
-
(2). The non- current defined benefit assets are increased by NT$20,640 thousand as a result of the actuarial pension.
-
(3). Other non-current assets decreased by NT$4,079 thousand, mainly due to a decrease in prepayments for equipment.
-
-
The current liabilities in the current period are reduced by NT$1,862,446 thousand in comparison with the previous period:
-
(1). The short-term borrowings are reduced by NT$23,858 thousand.
-
(2). The notes payable are reduced by NT$474,723 thousand, the accounts payable are reduced by NT$1,127,512 thousand as a result of the reduced sales amount and thus the reduced accounts payable.
-
(3). The tax liabilities in the current period are reduced by NT$28,324 thousand.
-
(4). The long-term borrowings due within one year are reduced by NT$270,837 thousand as a result of fund procurement.
-
(5). Other current liabilities are increased by NT$29,607 thousand as a result of the increased temporary credits.
-
-
The non-current liabilities in the current period are reduced by NT$119,012 thousand in comparison with the previous period:
-
(1). The long-term borrowings are reduced by NT$120,425 thousand as a result of fund procurement.
-
(2). The non-current lease liabilities increased by NT$1,194 thousand due to the leasing of vehicles.
-
-
The equity attributable to owners of the parent is increased by NT$150,752 thousand.
- (1). The retained earnings are increased by NT$117,589 thousand as a result of the increased net profit in current period.
-
Countermeasures of the Company:
-
(1). Develop operation models and innovative technologies in line with the trends and opportunities to increase product and technology innovation results and improve the overall added value.
-
(2). Improve the production and operation efficiency of the Company by implementing lean management throughout the Company to enhance the competitive advantages.
-
(3). Enhance the competitive advantages in the supply chain by improving the supply chain quality, productivity, cost, and lead time.
-
(4). Meet the needs of the customers in every aspect by providing comprehensive and attentive services.
-
-
83 -
Five. Review and Analysis of Financial Status and Operational Results, and Risk Assessment
II. Financial performance
-
(I). The main reasons for any material change in the Company's operating revenue, operating net profit, and net profit before tax in the most recent two years, expected sales volume and its basis, potential impact on the finance and business of the Company, and countermeasures
-
The operating revenue is reduced by NT$609,175 thousand in comparison with the previous period as a result of decreased customer demand, leading to reduced purchases from customers.
-
The gross profit is reduced by NT$176,841 thousand as a result of lower operating revenue compared to the previous period.
-
The operating expenses are increased by NT$81,143 thousand primarily as a result of the increase in marketing and administrative expenses by NT$40,912 thousand and NT$34,447 thousand, respectively.
-
The operating income is reduced by NT$257,984 thousand in comparison with the previous period, primarily as a result of the decrease in gross profit by NT$176,841 thousand and the increase in operating expenses.
-
The non-operating revenue is increased by NT$242,409 thousand in comparison with the previous period, primarily as a result of the increased foreign exchange gains by NT$210,795 thousand.
-
The profit before tax is reduced by NT$15,575 thousand in comparison with the previous period, primarily as a result of the reduced operating income by NT$257,984 thousand and the increased non-operating revenue by NT$242,409 thousand.
III. Cash flow
==> picture [397 x 49] intentionally omitted <==
----- Start of picture text -----
(I). Analysis and description of variations in cash flow in the most recent year
Year 2024 2023 Increase (decrease)
Item ratio %
Cash flow ratio -6.42 40.08 -116.02%
----- End of picture text -----
| Year 2024 2023 Increase (decrease) |
Year 2024 2023 Increase (decrease) |
Year 2024 2023 Increase (decrease) |
Year 2024 2023 Increase (decrease) |
|---|---|---|---|
| Item | ratio % | ||
| Cash flow ratio | -6.42 40.08 -116.02% |
||
| Cash flow adequacy | |||
| 96.73 119.14 -18.81% |
|||
| ratio | |||
| Cash reinvestment | |||
| -6.36 | 32.3 | -119.69% | |
| ratio | |||
-
The cash flow ratio in 2024 is less than 2023, primarily as a result of the reduced net cash flow from operating activities.
-
The cash flow adequacy ratio in 2024 is less than 2023, primarily as a result of the lower increase rate of the net cash flow from operating activities in the previous five years compared to the capital expenditure + inventory increase + cash dividends.
-
The cash reinvestment ratio in 2024 is less than 2023, primarily as a result of the reduced net cash flow from operating activities.
-
(II). Cash liquidity analysis for the next fiscal year
Unit: NTD thousand
| Cash balance at the | Annual net cash flow from | Annual cash | Cash surplus |
|---|---|---|---|
| beginning ofperiod | operating activities | outflow(inflow) | (deficit) |
| 2,372,119 | 100,000 | 400,000 | 2,072,119 |
-
Operating activities: The Company estimates a net cash inflow from operating activities of approximately NT$100,000 thousan.
-
Investment activities: The Company estimates an increase in investment and equipment spending.
-
Financing activities: The Company estimates an increase in bank loans.
(III). Improvement plan for insufficient liquidity: N/A.
- 84 -
Five. Review and Analysis of Financial Status and Operational Results, and Risk Assessment
VI. The Impact of major capital expenditures in the most recent year on finance and business
- (I). The impact of major capital expenditures in the most recent year on finance and business: In response to the expansion of our operation scale, the Company will focus on fitness devices in Taiwan plants and investment in related automated machinery and equipment is needed. If the Company cannot increase the revenue correspondingly, the finance will be affected negatively.
V. The reinvestment policy for the most recent year, the main reasons for the profit/loss
generated thereby, the improvement plan, and the investment plan for the coming year
-
(I). Reinvestment policy: Direct services to customers, complete product lines, and assurance of capacity.
-
(II). Profit/loss from reinvestment:
| Name of investee | Cost of investment Carrying amount Current (loss) gain Investment (loss) gain Main reason and improvement plan |
Cost of investment Carrying amount Current (loss) gain Investment (loss) gain Main reason and improvement plan |
Cost of investment Carrying amount Current (loss) gain Investment (loss) gain Main reason and improvement plan |
Cost of investment Carrying amount Current (loss) gain Investment (loss) gain Main reason and improvement plan |
Cost of investment Carrying amount Current (loss) gain Investment (loss) gain Main reason and improvement plan |
|---|---|---|---|---|---|
| Fine Clear Co., Ltd. | 14,197 16,305 888 142 |
||||
| Rexon Technology Corp.,Ltd. |
293,741 107,614 290 239 |
||||
| Power Tool Specialists Inc. |
196,465 174,707 3,283 3,152 |
||||
| Gold Item Group Limited |
747,858 636,065 (37,826) (37,826) In response to the increase in tariffs between China and the United States, the company will expand its factories to Southeast Asia in 2025 to improve efficiency and reduce costs and expenses to achieve operating benefits. |
||||
| Subtotal | 1,252,261 | 934,691 |
(33,365) | (34,293) |
- (III). Investment plans for the future: Develop operation models and innovative technologies in line with the trends and opportunities in 2025 to increase product and technology innovation results and improve the overall added value. Improve the production and operation efficiency of the Company by implementing lean management throughout the Company to enhance the competitive advantages, meet the needs of the customers, create a win-win situation in the partnership, and pursue optimal growth and sustainable operations of the Company.
VI. Risk management and assessment
(I). The impact of the fluctuation in interest, exchange rates and inflation on the profit and loss of the Company, and the countermeasures in the future:
- Impact on the profit and loss of the Company: (NTD thousand; %)
| Item Net interest income (expense) Net exchange profit (loss) |
Item Net interest income (expense) Net exchange profit (loss) |
Item Net interest income (expense) Net exchange profit (loss) |
Ratio of net interest income/expense to net operating revenue Ratio of net interest income/expense to profit before tax Ratio of net exchange profit/loss to net operating revenue Ratio of net exchange profit/loss to profit before tax |
Ratio of net interest income/expense to net operating revenue Ratio of net interest income/expense to profit before tax Ratio of net exchange profit/loss to net operating revenue Ratio of net exchange profit/loss to profit before tax |
Ratio of net interest income/expense to net operating revenue Ratio of net interest income/expense to profit before tax Ratio of net exchange profit/loss to net operating revenue Ratio of net exchange profit/loss to profit before tax |
Ratio of net interest income/expense to net operating revenue Ratio of net interest income/expense to profit before tax Ratio of net exchange profit/loss to net operating revenue Ratio of net exchange profit/loss to profit before tax |
|---|---|---|---|---|---|---|
| 2024 | 52,145 | 151,979 | 0.85% | 12.97% | 2.49% | 37.79% |
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(1). Fluctuation in interest rate: The borrows of the Company are floating rate liabilities. Thus, the fluctuation of the market interest rate will lead to the change in the effective interest rate of the borrowings and, if other variables remain unchanged, the net profit will fluctuate. With the level of borrowing in 2024 as the reference, whenever the interest rate increases or decreases by 1%, the net profit of the consolidated company in 2024 will decrease or increase by NT$6,862 thousand.
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(2). Fluctuation in exchange rate: The Company has financial assets and liabilities denominated in foreign currencies. Assuming that other variables remain unchanged, when the exchange rate of TWD against USD, Euro, JPY and GBP fluctuates by 1% at the end of period, the net profit after tax will change by NT$19,970 thousand.
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(3). Inflation: The Company purchases most of the merchandises from foreign countries while purchasing finished products mainly on the domestic market. Taking the purchase amount of about NT$4.3 billion for merchandises and materials in 2024 as an example, whenever the inflation rate increases by 1%, the cost of the Company in 2024 will increase by about
-
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Five. Review and Analysis of Financial Status and Operational Results, and Risk Assessment
NT$43,000 thousand.
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Countermeasures in the future:
-
(1). Countermeasures for fluctuation in interest rate: Control the fluctuation in interest rate for all the related financial products through analysis and assessment based on the flow of funds in the future to effectively cope with different potential risks brought about by the fluctuation in interest rate. As for long-term and short-term borrowings, maintain good interaction with banks to acquire the best interest rate level.
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(2). Countermeasures for fluctuation in exchange rate: Build foreign exchange hedging mechanisms based on working capital plans and exchange development trends in the future. Operate hedging instruments under these mechanisms and maintain good relationship with banks to acquire the latest exchange information and perform hedging operation in a timely manner.
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(3). Countermeasures for inflation: The Company meets customer needs for quality, after-sales services, R&D, and design on an ongoing basis to mitigate the impact of inflation (variation of economy). In addition, the Company continues to reduce the failure cost and waste to the extent of more than 10% by improving the revenue by more than 10% through the REXON101 project to mitigate the impact of inflation.
-
-
(II). Policies on engaging in high risk and high leverage investments, loaning funds to others, endorsement and guarantee as well as derivative transactions, main reasons for profit and loss, and countermeasures in the future:
-
The Company is not engaged in high risk and high leverage investments in the current year.
-
The loaning funds to others, endorsement and guarantee in which the Company is engaged in the current year are subjected to the “Procedure for Loaning Funds to Others” and the “Endorsement/Guarantee Procedure”.
-
The derivative transactions in which the Company is engaged are mainly for the mitigation of the foreign currency risk. Since the counterparties are international leading banks and premium domestic banks, the Company finds the probability of their violation is extremely low and, in case this occurs, the amount is not big.
(III). R&D plans and expected investment funds in the future.
==> picture [490 x 324] intentionally omitted <==
----- Start of picture text -----
R&D funds
Item Time to finish for Main factors influencing
Plans for the most recent year Current progress to be
no. mass production R&D success in the future
invested
1 Development of new PET Depending on the 5,000 Depending on the Lead time, quality, cost
portable product development development
progress of the progress of the
department department
2 Development of winch Depending on the 5,000 Depending on the Lead time, quality, cost
machine development development
progress of the progress of the
department department
3 Woodworking machine: Depending on the 20,000 Depending on the Lead time, quality, cost
Development of new product development development
progress of the progress of the
department department
4 Fitness device: Development Depending on the 60,000 Depending on the Lead time, quality, cost
of new product development development
progress of the progress of the
department department
5 Fitness device and Depending on the 30,000 Depending on the Reliability and life of
woodworking machine: R&D development development control system
of instrument and control progress of the progress of the
system department department
6 Development of innovative Preparation of 30,000 Depending on the Lead time, quality, cost
product samples for design market demand for
and development the product
7 Development of New Preparation of 30,000 Depending on the Lead time, quality, cost
Business samples for design market demand for
and development the product
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Five. Review and Analysis of Financial Status and Operational Results, and Risk Assessment
-
(IV). Impact of the variations in important domestic/foreign policies and laws on the finance and business of the Company and countermeasures:
-
The Company pays attention to the variations in important domestic/foreign policies and laws at all times and assesses their impact on the Company. There is no material adverse effect on the finance and business of the Company in the most recent year.
-
(V). Impacts of changes in technology (including cyber security risk) and industry on the finance and business of the Company and countermeasures: None.
-
The Company ensures understanding the development of the industry quickly by keeping close to the market and enhancing customer relationship. The Company is dedicated to innovation and research, and maintains relationship with the academic cycle to understand the changes in technology. There is no material adverse effect on the finance and business of the Company in the most recent year.
-
(VI). Impacts on crisis management and response measures in the event of changes in the corporate image: None.
-
(VII). Expected benefits and possible risks associated with mergers and acquisitions, and countermeasures: None.
-
(VIII). Expected benefits and possible risks associated with any plant expansion and countermeasures: The Company continues to expand the plant and equipment, and improve the process thoroughly in response to the needs of the customers. If the Company cannot increase the revenue correspondingly, the finance will be affected negatively. The Company will continuously perform leveling in the planning of the capacity to reduce the risk.
-
(IX). Risks associated with any centralization of purchasing or sales operations, and countermeasures: With this respect, the Company serves a handful of customers and continues to assess their financial status, the actual collection situation, and regularly assess the possibility of collecting receivables in order to reduce the risk.
-
(X). Impacts and risks from large transfers of shares held by our company’s directors, supervisors, and large shareholders holding more than 10% of shares, and countermeasures: None.
-
(XI). Impacts and risks from variations in the Company’s management rights and countermeasures: None.
-
(XII). Litigation and non-contentious cases: None.
-
(XIII). Other major risks and countermeasures: None
VII. Other important matters
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(I). Risk management organization:
Risk management Responsible department Risk responsibility
Financial risk General Administration Responsible for calculation of the costs, funds procurement and control,
Division and exchange and interest rate risk
Liquidity risk
Market risk Marketing&Product Dept Responsible for assessment of customer’s financial status, investigation
Credit risk and Sales Dept and assessment of domestic and overseas markets, development of
business, and sales
Strategic risk and General Administration Responsible for planning the operating strategies of the Company
operational risk Division
Manufacturing Division Responsible for global procurement of (raw) materials, improvement of
and Global Procurement manufacturing capacity, minimum production costs, and products of
Dept optimal quality.
Technical Division Responsible for product strategies, improvement and development of new
products, protection the intellectual property rights of the Company, and
establishment and maintenance of the quality system.
HR Division Responsible for the personnel policy and corporate image of the Company
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Six. Special Items
Six. Special Items
I. Information on affiliated companies
-
(I). Consolidated business report of affiliated companies
-
Organizational chart
==> picture [211 x 166] intentionally omitted <==
----- Start of picture text -----
Rexon Industrial Corp., Ltd.
Rexon Technology Corp., Ltd.
(Rexon Tech)
Gold Tech Group Ltd.
Tongxiang Rexon Industrial Co., Ltd.
(Tongxiang Rexon)
----- End of picture text -----
2. Basic information on affiliated companies
February 28, 2025
| Company Establishm |
Company Establishm |
Address | Paid-up capital Primary business or |
Paid-up capital Primary business or |
Division of work among the |
|---|---|---|---|---|---|
| name ent date |
production item | affiliated companies that have | |||
| mutualbusiness relationship | |||||
| Rexon Industrial Corp., Ltd. 1973/4/30 |
No. 261, Renhua Rd., Dali Dist., Taichung City |
1,814,735,000 Development, design and sale of drilling machines, power tools and fitness devices |
Manufacturing of the machines at high unit price and development of newproducts |
||
| Power Tool Specialist, INC 1980/9/4 |
684 Huey Road, Rock Hill ,SC ,29730 USA |
US$100 Marketing and services of woodworking machines andpower tools |
Sales and service sites in the USA |
||
| Gold Item Group Ltd. 1990/01 |
P.O.Box957,Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands |
US$25,000,000 A holding company engaging in international investment |
None | ||
| Gold Tech Group Ltd. 2011/5/31 |
Rooms 1806-7,Bank Centre 636 Nathan Rd, Kowloon |
US$ 25,000,000 A holding company engaging in international investment |
None | ||
| Tongxiang Rexon Industrial Co., Ltd. 2012/6/27 |
No. 258, Gaoxinxi 2nd Rd., Tongxiang Economic Development Zone, Tongxiang City |
RMB 154,424,322 Production and sale of electrical equipment, woodworking machines and their parts |
Production of some drilling machines and woodworking machines that Rexon needs |
||
| Rexon Technology Corp., Ltd. |
1990/1/23 | No. 261, Renhua Rd., Dali Dist., Taichung City |
94,740,650 | Research, development, design, manufacture, processing, and transaction of IT and communication product and components |
Production of some controllers, instruments and parts that Rexon needs |
-
Information on the same directors of entities presumed to have a controlling and subordinate relationship: None.
-
88 -
Six. Special Items
4. Basic information on the directors, supervisors and President of the affiliated companies
==> picture [466 x 720] intentionally omitted <==
----- Start of picture text -----
March 24, 2025
Shareholding
Company name Title Name or representative Number of Shareholding
shares ratio
President Wang Kuan-Hsiang 1,986,178 1.09%
Representative of Kun Forever 26,369,472 14.53%
Director
Co., Ltd.: Wang Kuan-Chua
Director Huang Chin-Hsiang 800,094 0.44%
Director Chen Chun-Wei 592,350 0.33%
Director Kuo Pu-Chao 107,000 0.06%
Rexon Industrial Corp., Ltd.
Director Yang Ching-Chi 0 0.00%
Independent director Lee Cherng 0 0.00%
Independent director Wu Chwan-Chyuan 0 0.00%
Independent director Chen Li-Tsung 0 0.00%
General Manager Lo Cheng-Chou 84,145 0.05%
President Steve Pang 0 0.00%
General Manager Ray Holbrook 0 0.00%
Director Wang Kuan-Hsiang
Director serving as
Power Tool Specialist, INC Wang Kuan-Chuan 0 0.00%
CFO concurrently
Director serving as
secretary Chen Shu-Ping 0 0.00%
concurrently
Corporate representative of
Gold Item Group Ltd. Director - 25,000,000 100%
Rexon: Wang Kuan Hsiang
Corporate representative of Gold
President - 25,000,000 100%
Tech: Huang Chin Hsiang
Director Hans Hsieh 0 0.00%
Director Cheng Mei-Ling 0 0.00%
Tongxiang Rexon Industrial Co.,
Director Chang Yu-Ming 0 0.00%
Ltd.
Director Tsai Peng-Chi 0 0.00%
Director Wei,Chi-Feng 0 0.00%
Supervisor He Hsiu-Yuan 0 0.00%
Supervisor Hsu Sen-Yuan 0 0.00%
Director Wang Chen Li-Mei 0 0.00%
Director Wang Kuan-Hsiang 0 0.00%
Director Huang Chin-Hsiang 0 0.00%
Gold Tech Group Ltd.
Director Lo Cheng-Chou 0 0.00%
Director He Hsiu-Yuan 0 0.00%
Shareholder Gold Item Group Ltd. 10,000 100 %
Corporate representative of
President Rexon: Chen Chun-Wei 7,851,427 82.87%
Corporate representative of
Director Rexon: He Hsiu-Yuan 7,851,427 82.87%
Corporate representative of
Director Rexon: Kuo Pu-Chao 7,851,427 82.87%
Corporate representative of
Rexon Technology Corp., Ltd. Director - 7,851,427 82.87%
Rexon: Chang Yu Ming
Corporate representative of
Director Rexon: Lin Wei-Chen 7,851,427 82.87%
Corporate representative of 56,102 0.59%
Supervisor Weidian: Wang Chen Li-Mei
Corporate representative of 56,102 0.59%
Supervisor Weidian: Chen Shu-Chi
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Six. Special Items
- Operational overview of affiliated companies
Unit: NTD thousand
==> picture [472 x 192] intentionally omitted <==
----- Start of picture text -----
Current
Company name Paid-up capital Total assets Total liabilities Net worth Operating Operation profit/loss (after
revenue income (loss)
tax)
Rexon Industrial 1,814,735 7,332,697 3,387,640 3,945,057 6,014,984 263,283 318,832
- - -
747,858 617,033 617,033 (37,826)
Gold Item
US$25,000 US$18,818 US$0 US$18,818 US$0 US$0 (US$1,178)
745,565 1,006,978 391,569 615,409 767,506 (38,598) (37,848)
Tongxiang
Rexon Industrial
US$25,000 US$30,710 US$11,942 US$18,768 US$23,903 (US$1,202) (US$1,179)
130,871 156,957 243 156,714 3,957 (37,301) 3,283
P.T.S.
US$4,058 US$4,787 US$7 US$4,780 US$123 (US$1,162) US$102
Rexon
Technology 94,741 165,530 35,673 129,857 167,980 (4) 290
----- End of picture text -----
-
Consolidated financial statements of affiliated companies and information on endorsement, guarantee, loaning funds to others as well as derivative transactions: The companies that shall be included in the consolidated financial statements of affiliated companies in 2024 under the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” are identical with the companies to be included into the consolidated financial statements of the parent company and subsidiaries pursuant to IFRS 10 approved by the Financial Supervisory Commission. Furthermore, the information to be disclosed in the consolidated financial statements of the affiliated companies has also been disclosed in the aforementioned consolidated financial statements of the parent company and subsidiaries, and thereby it is not necessary to compile the consolidated financial statements of the affiliated companies.
-
Affiliation report: N/A.
II. Private placement of securities in the most recent year up to the publication date of the annual report
- (I). Private placement of securities in the most recent year up to the publication date of the annual report: None.
III. Other necessary supplementary explanations
-
(I). Additional information required to be disclosed: None.
-
(II). Any of the matters stated in Article 36, Paragraph 3, Subparagraph 2 of the Securities and Exchange Act which may have significant impact on the shareholders’ equity or the price of the securities in the most recent year up to the publication date of the annual report: None
-
(III). Information that is required to be recorded in Article 10, paragraph 1, subparagraph 3, item 8, the first paragraph of subparagraph 7, Article 17, and Article 21, subparagraphs 1 and 2, if it has been reported and announced on the information reporting website designated by the Commission, may be included in the index of the annual report information search, and the relevant reported and announced information shall be deemed to be recorded in the annual report: https://doc.twse.com.tw/server-
java/t57sb01?step=1&colorchg=1&co_id=1515&year=&mtype=K&isnew=true
- 90 -
Rexon Industrial Corp., Ltd.
President: Wang Kuan-Hsiang
- 91 -