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Scientech — Annual Report 2024
May 27, 2025
52347_rns_2025-05-27_36e95565-524e-4419-ab09-c4c78f1ad1c0.pdf
Annual Report
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Stock Code: 3583
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SCIENTECH CORPORATION
2024 Annual Report
Website to access the annual report: mops.twse.com.tw The Company’s website: www.scientech.com.tw
Published on Apr. 24, 2025
I. The name, title, contact number, and email address of the Company's spokesperson and acting spokesperson:
| Spokesperson | Actingspokesperson | Actingspokesperson | |
|---|---|---|---|
| Name | Hung-Yu Chen | Shu-Chen Shen | Wei-Lin Hsieh |
| Tel: | (02)87512323 | (03)598-6199 | (02)8751-2323 |
| Title | Special Assistant to the Chairman's Office |
Special Assistant to the Chairman's Office |
Manager of Finance Department |
| [email protected] | investor @scientech.com.tw | investor @scientech.com.tw |
-
II. Address and phone number of headquarters, branch offices and plants
-
Headquarters address:
11th Floor, No. 208, Ruiguang Road, Neihu District, Taipei City 11491
Tel: (02)8751-2323
- Hsinchu Office address:
No. 182, Bade Road, Hsinchu City, 30069
Tel: (03)516-5177
- Hukou Factory address:
1F, No. 16, Zhonghua Road, Hsinchu Industrial Park, Hukou Township, Hsinchu County, 30352
Tel: (03)598-6199
- Tainan Office address:
No. 365, Fuxing Rd., Xinshi District, Tainan City, 74444
Tel: (06)599-5149
- Kaohsiung Office address:
9F-1, No. 290, Ersheng 1st Road, Qianzhen District, Kaohsiung City, 80654 Tel: (07)713-2000
III. Shareholder services
Name: Agency Department, CTBC Bank
Address: 5F, No. 83, Section 1, Chongqing South Road, Zhongzheng District, Taipei City 10008
Website: https://www.ctbcbank.com Tel: (02)6636-5566
IV. Names of the certified public accountant who duly audited the annual financial report for the most recent fiscal year, and the name, address, and telephone number of said person’s accounting firm:
Name of CPAs: Hui-Min Huang; Yu-Cheng Hsin
Name of accounting firm: Deloitte & Touche
Address: 20th Floor, No. 100, Songren Road, Xinyi District, Taipei City 11073 Website: http://www.deloitte.com.tw
Tel: (02)2725-9988
-
V. Name of any exchanges where the Company’s securities are traded offshore, and the method by which to access information on said offshore securities: N/A.
-
VI. The Company’s website: http://www.scientech.com.tw
Table of Contents
| Table of Contents | Table of Contents | |
|---|---|---|
| Description | Page | |
| One. Letter to Shareholders | 1 | |
| Two. | Corporate Governance Report | 6 |
| I. | Background information on directors, supervisors, presidents, vice presidents, | 6 |
| associate vice presidents, and heads of various departments and branches | ||
| II. | Remuneration paid during the most recent fiscal year to directors, the president, | 20 |
| and vice presidents | ||
| III. | Corporate governance implementation | 27 |
| IV. | Audit fee of independent auditors | 79 |
| V. | Information on replacement of CPAs | 79 |
| VI . | Circumstances in which the Chairman, president, or officers in charge of financial | 81 |
| or accounting matters of the Company has worked in the firm of the CPA or its | ||
| affiliated companies within the last year | ||
| VII. | Any equity transfer or change in equity pledged by a director, managerial officer, | 81 |
| or shareholder with a 10% stake or more during the most recent year or during the | ||
| current year up to the date of publication of the annual report | ||
| VIII. | Information on top ten shareholders who have mutual relationship as related parties | 82 |
| as specified in International Accounting Standard 24. | ||
| IX. | The total number of shares and the consolidated equity stake percentage held in any | 83 |
| single investee enterprise by the Company, its directors, managerial officers, or any | ||
| companies controlled either directly or indirectly by the Company | ||
| Three. Fund Raising Status | 85 | |
| I. | Capital and shares | 85 |
| II. | Corporate bonds | 89 |
| III. | Preferred shares | 93 |
| IV. | Global deposit receipts | 93 |
| V. | Employee stock options | 93 |
| VI. | New Restricted Employee Shares | 94 |
| VII. | Merger and acquisition activities (including mergers, acquisitions, and | 94 |
| demergers) | ||
| VIII. | Status of implementation of capital allocation plans | 94 |
| Four. Operational Highlights | 95 | |
| I. | Scope of business | 95 |
| II. | An analysis of the market as well as the production and marketing situation | 109 |
| III. | Employees | 118 |
| IV. | Environmental protection expenditure | 119 |
| V. | Labor relations | 119 |
| VI. | Cyber-security management | 126 |
| VII. | Important contracts | 127 |
| Five. Review and Analysis of the Financial Position and Results of Operations | 128 | |
| and Risk Management | ||
| I. | Financial position | 128 |
| II. | Financial performance | 129 |
| III. | Cash flow | 130 |
| IV. | Effect of major capital expenditures on finance and business matters in the most | 130 |
|---|---|---|
| recent year | ||
| V. | Investment policy for the most recent year, the main reasons for profit or loss, | 130 |
| improvement plan, and investment plan for the coming year | ||
| VI. | Risk management, analysis, and assessment | 132 |
| VII. | Other important matters | 137 |
| Six. Special Items | 138 | |
| I. | Information on affiliates | 138 |
| II. | Private placement of marketable securities in the most recent year and the current | |
| year up till the publication date of this annual report | ||
| III. | Other matters that require additional explanation | |
| Seven. | Matters with significant impact |
| I. | If any of the situations listed in Subparagraph 2, Paragraph 3, Article 36 of the |
|---|---|
| Securities and Exchange Act, which might materially affect shareholders' equity | |
| or the price of the company's securities, have occurred during the most recent | |
| fiscal year or during the current fiscal year up to the date of publication of the | |
| annual report. |
3
One. Letter to Shareholders
Dear Scientech Shareholders:
2024 operating results:
In 2024, the Company has seen a consolidated operating revenue of NT$9,688,280 thousand, an increase of NT$2,776,299 thousand from last year; operating profit of NT$1,115,549 thousand , an increase of NT$397,827 thousand from last year; an income before tax of NT$1,276,704 thousand, an increase of NT$416,360 thousand from last year; a net income of NT$926,983 thousand (net of the income tax of NT$349,721 thousand), an increase of NT$ 276,681 thousand from last year; and an EPS of NT$11.54 dollars.
| Amount | ||||
|---|---|---|---|---|
| Item | 2023 | 2024 | increased or | Growth rate |
| decreased | ||||
| Operatingrevenue | 6,911,981 | 9,688,280 | 2,776,299 | 40% |
| Operating grossprofit | 2,201,332 | 2,905,827 | 704,495 | 32% |
| Operating profit | 717,722 | 1,115,549 | 397,827 | 55% |
| Netprofit before tax | 860,344 | 1,276,704 | 416,360 | 48% |
| Netprofit after tax | 650,302 | 926,983 | 276,681 | 43% |
| Earnings per share (NT$) (after taxes) |
8.10 | 11.54 | 3.44 | 42% |
II. Outline of the 2025 Business Plan:
-
(I) Business policy and important production and marketing policies
-
Having mastered the key R&D technologies requisite for independently making semiconductor wet process equipment (both single-wafer processing and batch-wafer processing), the Company has demonstrated considerable competitive advantages at both the front-end and the backend of Semiconductor Advanced Packaging process. After all the years of R&D, all models of the Temporary Bonding/Debonding System (TBDB) series have all been successfully developed and put to business use; such models have become an important revenue source for the Company. Going forward this year, we will continue to enhance our R&D strength and production capacity and develop new applications, so as to meet customer needs and thus create long-term favorable development conditions for our Equipment Manufacturing business.
4
-
In terms of wafer reclaim, to satisfy the customers’ needs for the advanced semiconductor process, the Company has been actively engaged in developing new process and improving existing process. On the 300mm wafer reclaim front, the Company will move forward to attain more advanced process capability to meet customers’ needs this year.
-
Upholding the R&D spirit as always, the Company actively develops semiconductor/FPD/LED machinery and more advanced wafer processing technologies while competing for new products for our agent business; in 2025, the Company will diversify operating risks and generate revenues and profits from more diversified sources.
(II) Expected sales and its bases
Revenue is expected to grow in 2025, judging from current market conditions, prospects of development for the semiconductor/compound semiconductor/FPD/OLED industries, and the scaled-up operations with respect to Equipment Manufacturing.
III. Future development strategies
To catch up with industrial development, the Company will strive to boost the agent business in different fields while grasping the development of technologies requisite for equipment manufacturing, and improving wafer reclaim process technology and production capacity.
- IV. Impact of external competition, regulatory environment, and macroeconomic environment
The semiconductor industry scales up due to demands from the various industries such as human-machine interface, digital media, artificial intelligence, and the Internet of Things. With clients successively launching their 10/7/5/3 nm advanced process, capital expenditure on semiconductor equipment will be driven up, which is a favorable factor for the Company’s development.
Once again, we would like to say thank you to all shareholders, directors, clients, and suppliers for their offering long-term support and encouragement to the Company. In a new year going forward, we will uphold the idea of sustainable operations and keep improving ourselves so that we meet your expectations for Scientech.
We wish you all good health and good luck!
Chairman of the Board:
HUNG-LIANG HSIEH
Manager: Accounting Manager: MING-CHI HSU SHAO-CHE CHUANG
5
Two. Corporate Governance Report
- I. Background information on directors, supervisors, president, vice presidents, directors of departments, managers of departments and branches
(I) Directors and Supervisors
- Directors and Supervisors
| April 16, 2024 | April 16, 2024 | April 16, 2024 | April 16, 2024 | April 16, 2024 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares held | ||||||||||||||||||||
| Nationality or |
Gender |
Date first |
Date elected | Shareholding |
Current |
Shareholding of spouse and |
in the name |
Main career (academic) |
Concurrent duties in the Company | Spouse or relatives of the second degree or closer acting |
Remarks |
|||||||||
| Title | Place of Registration |
Name | and age |
elected (appointed) |
Tenure | (appointed) |
when elected |
shareholding | underage children |
of other rn |
achievements |
or other companies |
as manager or director |
(Note) | ||||||
| pesos | ||||||||||||||||||||
| Shares | % | Shares | % | Shares | % | Shares | % | Title | Name | Relationship | ||||||||||
| Chairman of the Company | ||||||||||||||||||||
| Director, Natgen Inc. | ||||||||||||||||||||
| B.S., Dept. of Physics, |
||||||||||||||||||||
| Hung-Liang | Male | Director Welltend Technology |
Wei-Lin |
Father- | ||||||||||||||||
| Chairman | ROC | Hsieh |
71~75 |
1979.10.17 | 3 | 2021.07.28 | 7, | 9.79% | 7,822,390 |
9.74% |
5,974,007 |
7.44% | 0 | 0 | National Tsing Hua |
, Corp. |
Director | Hsieh |
Daughter | None |
| University | Director, Yoho Beach Resort Co., |
|||||||||||||||||||
Ltd. |
||||||||||||||||||||
| M.S., Dept. of Physics, | ||||||||||||||||||||
| National Tsing Hua | ||||||||||||||||||||
| University | ||||||||||||||||||||
| Institute of Electronics, | ||||||||||||||||||||
| ITRI | ||||||||||||||||||||
| Industrial Technology | Responsible person, Tongfang | |||||||||||||||||||
| Independent |
Jyan-Bang Chen |
Male |
||||||||||||||||||
ROC |
20150609 | 3 | 20210728 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Research Institute |
Investment Co Ltd |
None | None | None | None | |||
| director | (Note:2) | 66~70 | .. | .. | Chairman VISERA |
., . Director Garsen Scientech Corp. |
||||||||||||||
| , Technologies Company |
, | |||||||||||||||||||
| Ltd. | ||||||||||||||||||||
| Independent director, | ||||||||||||||||||||
| Material Analysis | ||||||||||||||||||||
| TechnologyInc. | ||||||||||||||||||||
| Chairman, King Core Electronics | ||||||||||||||||||||
| Inc. | ||||||||||||||||||||
| Director,Yi Bao Shoe Material | ||||||||||||||||||||
| Corp. | ||||||||||||||||||||
| EMBA, National |
||||||||||||||||||||
| DirectorZheng Bao Investment | ||||||||||||||||||||
| Chengchi University |
, Corp. |
|||||||||||||||||||
| MBA, Tulane University, | Director,Sheng Bao Investment |
|||||||||||||||||||
| USA | ||||||||||||||||||||
| Independent |
ROC |
Cheng-Li Yang | Male |
20160607 | 3 | 20210728 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Chairman King Core |
Corp. |
None | None | None | None |
| director | 66~70 | .. | .. | , Electronics Inc |
Director, Zheng Bao Investment | |||||||||||||||
| . Independent director |
Corp. |
|||||||||||||||||||
| , Giga-Byte Technology |
Director, NCCU Academic |
|||||||||||||||||||
Co., Ltd. |
Development Foundation | |||||||||||||||||||
| Representative of a corporate | ||||||||||||||||||||
| Director, King Core(B.V.I) | ||||||||||||||||||||
| Electronics Co. Ltd. | ||||||||||||||||||||
| Chairman,Allied Biotech Corp. |
6
| Shares held | Shares held | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Nationality or |
Gender |
Date first |
Date elected | Shareholding |
Current |
Shareholding of spouse and |
in the name |
Main career (academic) |
Concurrent duties in the Company | Spouse or relatives of the second degree or closer acting |
Remarks |
|||||||||
| Title | Place of Registration |
Name | and age |
elected (appointed) |
Tenure | (appointed) |
when elected |
shareholding | underage children |
of other rn |
achievements |
or other companies |
as manager or director |
(Note) | ||||||
| pesos | ||||||||||||||||||||
| Shares | % | Shares | % | Shares | % | Shares | % | Title | Name | Relationship | ||||||||||
| Director, Yang Bao Investment | ||||||||||||||||||||
| Corp. | ||||||||||||||||||||
| Director, Ultimate Beyond Limited | ||||||||||||||||||||
| Representative of a corporate | ||||||||||||||||||||
| director, Innofund Ii Ltd. | ||||||||||||||||||||
| Independent director, Giga-Byte | ||||||||||||||||||||
| Technology Co., Ltd. | ||||||||||||||||||||
| Representative of a corporate | ||||||||||||||||||||
| Director, InnoFund V | ||||||||||||||||||||
| Shui-Chuan, |
Male | M.S., Dept. of Physics, | Director, Pearl S. Buck Foundation |
|||||||||||||||||
| National Tsing Hua | ||||||||||||||||||||
University |
Director, Big-Fish-Huang Culture |
|||||||||||||||||||
| Independent | General Manager, VisEra Technologies Company |
and Art Foundation Director, Yuan T. Lee Foundation |
||||||||||||||||||
director |
ROC |
Shin | 66 ~ 70 |
2024.06.14 | 3 | 2024.06.14 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Ltd. Director, TSMC |
Science Education for All | None | None | None | None | |
| M.S., Dept. of Applied |
||||||||||||||||||||
| President Taiwan Electron | ||||||||||||||||||||
| Chemistry, National | , Microscope Instrument Corp. |
|||||||||||||||||||
| Tsing Hua University | Director, Taiflex Scientific Co., |
|||||||||||||||||||
| EMBA, National Taiwan | Ltd. | |||||||||||||||||||
| University Senior Director, TSMC |
Independent director, M31 Technology Corp. Iddt dit Sili |
|||||||||||||||||||
| Independent | Chun-Chi, Lin | Ml | CEO & General Manager, VisEra |
nepenen recor, con Optronics Inc. Director STEK CO LTD |
||||||||||||||||
| director | ROC | ae 66 ~ 70 |
2024.06.14 | 3 | 2024.06.14 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Technologies Company | , ., . Supervisor Acrocyte Therapeutics |
None | None | None | None | ||
| Ltd. | , Inc. |
|||||||||||||||||||
| CEO, XINTEC INC. | Director, Shuimu Angel Investment |
|||||||||||||||||||
| Executive Vice President, | Co., Ltd. |
|||||||||||||||||||
Global |
Director, Shuimu Venture Capital |
|||||||||||||||||||
| Unichip Corp. | Co., Ltd. |
|||||||||||||||||||
Group General Manager, |
Director, Jiji Investment Co., Ltd. | |||||||||||||||||||
| Kanto-PPC Group | ||||||||||||||||||||
| Chairman, Quantek, Inc. | ||||||||||||||||||||
| Ph.D., Applied Materials | Chairman, Darwin System | |||||||||||||||||||
| Science and Engineering, | Technology Corporation | |||||||||||||||||||
| Stanford University | Chairman, Darwin Venture | |||||||||||||||||||
| Chairman, Darwin | Management Corporation | |||||||||||||||||||
| System Technology | Chairman, Dahan Investment | |||||||||||||||||||
| Independent | Male | Corporation |
Corporation | |||||||||||||||||
ROC |
Sung-Jen Fang | 2018.06.11 | 3 | 2021.07.28 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | None | None | None | None | ||||
| director | 56~60 | Independent director, | Chairman, Dalong Holding Corp. | |||||||||||||||||
| Hycon Technology | Chairman, Darzhen Venture | |||||||||||||||||||
| Corporation | Corporation | |||||||||||||||||||
| Independent director, | Chairman, Darjun Venture | |||||||||||||||||||
| Asolid Technology Co., | Corporation | |||||||||||||||||||
| Ltd | Chairman, Darhe II Venture | |||||||||||||||||||
| Corporation |
7
| Shares held | Shares held | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Nationality or |
Gender |
Date first |
Date elected | Shareholding |
Current |
Shareholding of spouse and |
in the name |
Main career (academic) |
Concurrent duties in the Company | Spouse or relat second degree or |
ves of the closer acting |
Remarks |
||||||||
| Title | Place of Registration |
Name | and age |
elected (appointed) |
Tenure | (appointed) |
when elected |
shareholding | underage c |
hildren |
of other rn |
achievements |
or other companies |
as m |
anager or |
director |
(Note) | |||
| pesos | ||||||||||||||||||||
| Shares | % | Shares | % | Shares | % | Shares | % | Title | Name | Relationship | ||||||||||
| Director, Dajun Asset Management | ||||||||||||||||||||
| Co., Ltd. | ||||||||||||||||||||
| Director, Jefutai Holdings Corp. | ||||||||||||||||||||
| Chairman, Affluent Asset | ||||||||||||||||||||
| Management Co., Ltd | ||||||||||||||||||||
| Director, Teco Electric & | ||||||||||||||||||||
| Machinery Co., Ltd. | ||||||||||||||||||||
| Chairman, Darhe Venture | ||||||||||||||||||||
| Corporation | ||||||||||||||||||||
| Director, Teco Image Systems Co., | ||||||||||||||||||||
| Ltd. | ||||||||||||||||||||
| Director, Qiu Zaixing Cultural and | ||||||||||||||||||||
| Educational Foundation | ||||||||||||||||||||
| Supervisor, Linxin Investment Co., | ||||||||||||||||||||
| Ltd. | ||||||||||||||||||||
| Supervisor, Leda Investment Co., | ||||||||||||||||||||
| Ltd.. | ||||||||||||||||||||
| Director, Macronix International | ||||||||||||||||||||
| Co.,Ltd. | ||||||||||||||||||||
| The Company’s CEO | ||||||||||||||||||||
| President, Natgem Inc. | ||||||||||||||||||||
| Director, Scientech Engineering | ||||||||||||||||||||
| Corp.(Shanghai) | ||||||||||||||||||||
| Director, Scientech Engineering | ||||||||||||||||||||
| (Hong Kong) Limited | ||||||||||||||||||||
| Director, Scientech Investment | ||||||||||||||||||||
| Corp | ||||||||||||||||||||
| Director, Simple Investment Corp | ||||||||||||||||||||
| Directors | ROC | Ming-Chi Hsu | Male | 2004.08.25 | 3 | 2021.07.28 | 251,415 | 0.31% | 251,415 |
0.31% | 140,952 |
0.18% | 0 | 0 | M.S., Dept. of Physics, | Director, Scientech Engineering | None | None | None | None |
| 61~65 | Tamkang University | USA Corp |
||||||||||||||||||
| Director, Forward Science Pte Ltd | ||||||||||||||||||||
| Director, Forward Science | ||||||||||||||||||||
| Corporation | ||||||||||||||||||||
| Chairman, Transcend Capital Corp. | ||||||||||||||||||||
| Chairman, Mingyuan Investment | ||||||||||||||||||||
| Co.,Ltd. | ||||||||||||||||||||
| Representative of a corporate | ||||||||||||||||||||
| Director,Renorigin Innovation | ||||||||||||||||||||
| Institute Co.,Ltd. | ||||||||||||||||||||
| Fullway | 0 |
0 | 0 | 0 | Not applicable | - | None | None | None | None | ||||||||||
| ROC | Investment | 20 | 2006.06.28 | 3 | 2021.07.28 | 1,341,262 | 1.65% |
1,030,262 |
1.28% |
|||||||||||
| Corporation | ||||||||||||||||||||
| (Note 2) | ||||||||||||||||||||
| ROC | Representative of a legal person: Su-Chi Tien (Note 2) |
Female 56 ~ 60 |
2006.06.28 | 3 | 2021.07.28 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | B.B.A., Dept. of International Business, Minghsin University Of Science And Technology |
Associate vice president, Fu Tai Construction Co., Ltd. Chairman, Fullway Investment Corporation Chairman, Fujing Investment Corporation |
None | None | None | None | |
| Directors | ||||||||||||||||||||
8
| Shares held | Shares held | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Nationality or |
Gender |
Date first |
Date elected | Shareholding |
Current |
Shareholding of spouse and |
in the name |
Main career (academic) |
Concurrent duties in the Company | Spouse or relatives of the second degree or closer acting |
Remarks |
|||||||||
| Title | Place of Registration |
Name | and age |
elected (appointed) |
Tenure | (appointed) |
when elected |
shareholding | underage children |
of other rn |
achievements |
or other companies |
as manager or director |
(Note) | ||||||
| pesos | ||||||||||||||||||||
| Shares | % | Shares | % | Shares | % | Shares | % | Title | Name | Relationship | ||||||||||
| ROC | Chung-Ho Shaw |
Male 71~75 |
2015.06.09 | 3 | 2021.07.28 | 216,000 | 0.27% | 241,000 | 0.30% | 56,000 |
0.07% | 0 | 0 | MBA, Dept. of Business Administration, National Chengchi University |
Director, Systex Corporation Chairman,Liang Xin Finance Co.,Ltd. |
None | None | None | None | |
| Directors | ||||||||||||||||||||
| ROC | Han-Liang Hu | Male 56-60 |
2012.06.27 | 3 | 2021.07.28 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | M.A., Dept. of Accounting and Management Decision- making Section, National Taiwan University Passed the national senior exam for CPAs Independent director, HMI Hermes Microvision Director, United Way of Taiwan Supervisor, World Vision International |
Partner CPA, Cordiality Justice Service CPAS &CO. Director, Kye Systems Corp. Director, Godex International Co., Ltd. Supervisor, Orient Pharma Co., Ltd. Director, Algoltek, Inc. Director, Jianrui Venture Capital Co., Ltd. Director, Basecom Telecommunication Co., Ltd. Director, Accomp Technologies Co., Ltd. Supervisor, Power Tank Energy Ltd. Independent director, Promate Solutions Corporation Independent director, Episil- Precision Inc. Independent director,KKCompany Technologies Inc. |
None | None | None | None | |
| Directors | ||||||||||||||||||||
| ROC | Wei-Lin Hsieh | Female 41~45 |
2020.06.11 | 3 | 2021.07.28 | 1,596,934 | 1.97% | 1,589,573 | 1.98% | 0 |
0 | 0 | 0 | B.A., Dept. of Finance, Yuan Ze University M.B.A., University of La Verne Concentrate in Finance & Marketing |
Manager of the Finance Department, Scientech Corporation |
Chairman | Hung- Liang Hsieh |
Father- Daughter |
None | |
| Directors | ||||||||||||||||||||
Note 1: In the event that the Company's chairman and president or a position of the same level (top-level manager) are the same person, or a spouse or a first-degree relative thereof, relevant information such as the reasons, rationality, necessity, and future improvement measures must be disclosed: None
Note 2: The term of independent director Jyan-Bang Chen and legal director Fullway Investment Corporation and its legal representative Su-Chi Tien have expired on June. 14, 2024.
Note 3: The members of the last board of directors were elected on June.14, 2024, so the number of female directors currently does not reach 1/3; the Company will carefully consider this issue when the next board of directors is re-elected.
9
2. Major shareholders of corporate shareholders : None
3. Disclosure of professional qualifications of directors and independence of independent directors:
| Number of | |||
|---|---|---|---|
| Criteria | concurrent | ||
| duties as an | |||
| Professional qualifications and | |||
| Independence | independent | ||
| experience (Note) | |||
| director at a | |||
| Name | public | ||
| company | |||
| Chairman of the Board: Hung-Liang Hsieh |
Has no less than 5 years of work experience in the area of commerce, law, finance, or accounting Career qualification: Chairman of Scientech Corporation |
1. Circumstances specified in the various subparagraphs of Article 30 of the Company Act do not exist. 2. Not elected in the capacity of a government agency, legal person, or their representative, as specified in Article 27 of the CompanyAct. |
0 |
| Independent director : Cheng-Li Yang |
Has no less than 5 years of work experience in the area of commerce, law, finance, or accounting Career qualification: Chairman, King Core Electronics Inc.; Independent director, Giga-Byte Technology Co., Ltd. |
1. Circumstances specified in the various subparagraphs of Article 30 of the Company Act do not exist. 2. Not elected in the capacity of a government agency, legal person, or their representative, as specified in Article 27 of the Company Act. 3. Does not fit any of the circumstances set out in the various subparagraphs of Paragraph 1, Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and thus qualifies for the independence criteria. |
1 |
10
| Number of | |||
|---|---|---|---|
| Criteria | concurrent | ||
| duties as an | |||
| Professional qualifications and | |||
| Independence | independent | ||
| experience (Note) | |||
| director at a | |||
| Name | public | ||
| company | |||
| Independent director: Sung-Jen Fang |
Has no less than 5 years of work experience in the area of commerce, law, finance, or accounting Career qualification: Chairman, Darwin System Technology Corporation; Independent director, Hycon Technology Corporation; Independent director, Asolid Technology Co., Ltd. |
1. Circumstances specified in the various subparagraphs of Article 30 of the Company Act do not exist. 2. Not elected in the capacity of a government agency, legal person, or their representative, as specified in Article 27 of the Company Act. 3. Does not fit any of the circumstances set out in the various subparagraphs of Paragraph 1, Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and thus qualifies for the independence criteria. |
0 |
| Independent director: Shui-Chuan, Shin |
Has no less than 5 years of work experience in the area of commerce, law, finance, or accounting Career qualification: General Manager of Visera Technologies company Ltd. Dirctor of TSMC |
1. Circumstances specified in the various subparagraphs of Article 30 of the Company Act do not exist. 2. Not elected in the capacity of a government agency, legal person, or their representative, as specified in Article 27 of the Company Act. 3. Does not fit any of the circumstances set out in the various subparagraphs of Paragraph 1, Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and thus qualifies for the independence criteria. |
0 |
11
| Number of | |||
|---|---|---|---|
| Criteria | concurrent | ||
| duties as an | |||
| Professional qualifications and | |||
| Independence | independent | ||
| experience (Note) | |||
| director at a | |||
| Name | public | ||
| company | |||
| Independent director: Chun-Chi, Lin |
Has no less than 5 years of work experience in the area of commerce, law, finance, or accounting Career qualification: CEO & General Manager, VisEra Technologies Company Ltd. CEO, XINTEC INC. Executive Vice President, Global Unichip Corp. Group General Manager, Kanto- PPC Group Director, Capital TEN Inc. Director, SG Biomedical Co. Ltd. Director, PentaPro Materials |
1. Circumstances specified in the various subparagraphs of Article 30 of the Company Act do not exist. 2. Not elected in the capacity of a government agency, legal person, or their representative, as specified in Article 27 of the Company Act. 3. Does not fit any of the circumstances set out in the various subparagraphs of Paragraph 1, Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and thus qualifies for the independence criteria. |
2 |
| Director: Ming-Chi Hsu |
Has no less than 5 years of work experience in the area of commerce, law, finance, or accounting Career qualification: CEO, Scientech Corporation; Director, Forward Science Corporation. |
1. Circumstances specified in the various subparagraphs of Article 30 of the Company Act do not exist. 2. Not elected in the capacity of a government agency, legal person, or their representative, as specified in Article 27 of the CompanyAct. |
0 |
| Director: Chung-Ho Shaw |
Has no less than 5 years of work experience in the area of commerce, law, finance, or accounting Career qualification: Director, Systex Corporation; Director, Ali Corporation. |
1. Circumstances specified in the various subparagraphs of Article 30 of the Company Act do not exist. 2. Not elected in the capacity of a government agency, legal person, or their representative, as specified in Article 27 of the CompanyAct. |
0 |
12
| Number of | |||
|---|---|---|---|
| Criteria | concurrent | ||
| duties as an | |||
| Professional qualifications and | |||
| Independence | independent | ||
| experience (Note) | |||
| director at a | |||
| Name | public | ||
| company | |||
| Director: Han-Liang Hu |
Has no less than 5 years of work experience in the area of commerce, law, finance, or accounting Career qualification: Partner CPA, Cordiality Justice Service CPAS & CO.; Independent director, HMI Hermes Microvision; Independent director, Episil- Precision Inc.; Independent director, Promate Electronic Co., Ltd. ;Independent director,KKCompany Technologies Inc. |
1. Circumstances specified in the various subparagraphs of Article 30 of the Company Act do not exist. 2. Not elected in the capacity of a government agency, legal person, or their representative, as specified in Article 27 of the Company Act. |
3 |
| Director: Wei-Lin Hsieh |
Has no less than 5 years of work experience in the area of commerce, law, finance, or accounting Career qualification: Manager of the Finance Department of Scientech Corporation |
1. Circumstances specified in the various subparagraphs of Article 30 of the Company Act do not exist. 2. Not elected in the capacity of a government agency, legal person, or their representative, as specified in Article 27 of the CompanyAct. |
0 |
Note 1: For the academic qualifications of the various directors, refer to p.6~p.9.
4. Board diversity and independence:
(1) Board diversity: Give a description of the policy and goals regarding board diversity, and the achievement thereof. Diversity policy shall include, but are not limited to, the policy on director selection criteria, professional qualifications required of the Board of Directors, the composition or percentage of experience, gender, age, nationality, and culture that are required of the Board of Directors; a company shall also disclose the concrete goals therefor, and the achievement of such goals.
The membership composition of the Board of Directors is determined by giving consideration to the diversity of Board member in various perspectives in accordance with the “Corporate Governance Best Practice Principles” and the “Procedures for Election of Directors”. The Company has 9 directors, of whom 4 are independent directors and 1 is female directors. Board members are experts in management, science and engineering, or financial analysis; have involved in the management of the technology industry; have the literacy that the Company needs such as industrial knowledge about semiconductors, operational judgment capability, a cosmopolitan market view, leadership, and decision-making capability; and can offer professional advice from different aspects, thus helping improve the Company’s operating performance and management benefits. The Board membership diversity policy attaches importance to the diversification of Board membership and gender equality. The incumbent directors always pay attention to, and are seeking, whether there is any talent with a
13
cosmopolitan market view or experience in crisis management and law. The specific management objectives and achievement status of the Company’s diversity policy are as follows:
| Management objectives | Management objectives | Management objectives | Management objectives | Management objectives | Management objectives | Management objectives | Management objectives | Management objectives | Management objectives | Achievement Status | Achievement Status | Achievement Status | Achievement Status | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| More than one-third of the board seats are independent directors | 100 % Achievement | ||||||||||||||
| More than one-third of the independent directors possess expertise in finance, the semiconductor industry, or law. |
100 % Achievement | ||||||||||||||
| The percentage of female directors is over 20% | 11% Reached | ||||||||||||||
| Investment management v v v v |
|||||||||||||||
| Basic composition | Capability possessed | ||||||||||||||
Nationality |
Gender | Age | Term and seniority of independent director |
Operational judgment capability |
Accounting and financial analysis capability |
Business administration capability |
Crisis management capability |
Industry knowledge |
Cosmopolitan market view |
Leadership | Decision-making capability |
Investment management |
|||
| Items of | |||||||||||||||
| diversity | |||||||||||||||
Director |
|||||||||||||||
| name | |||||||||||||||
| Hung- Liang Hsieh |
ROC | Male | 71~75 | v | v | v | v | v | v | v | |||||
| Cheng-Li Yang |
ROC |
Male | 66~70 | 8 years and 10 months |
v | v | v | v | v | v | v | v | v | ||
| Sung-Jen Fang |
ROC | Male | 56~60 | 6 years and 10 months |
v | v | v | v | v | v | v | v | v | ||
| Shui- Chuan, Shin |
ROC | Male | 66~70 | 10 months |
v | v | v | v | v | v | v | ||||
| Chun- Chi, Lin |
ROC | Male | 66~70 | 10 months |
v | v | v | v | v | v | v | ||||
| Ming- Chi Hsu |
ROC | Male | 61~65 | v | v | v | v | v | v | v | |||||
| Chung- Ho Shaw |
ROC | Male | 71~75 | v | v | v | v | v | v | v | v | v | |||
| Han- Liang Hu |
ROC | Male | 56~60 | v | v | v | v | v | v | v | v | ||||
| Wei-Lin Hsieh |
ROC | Female | 41~45 | v | v | v | v | v |
(2) Independence of the board:
-
A. Of the Company’s 9 directors, 4 are independent directors, accounting for 44% of total seats. A total of 7 seats of the directors plus independent directors are neither a spouse nor a relative of within the 2nd degree of kinship of one another. In this way, the Company complies with the rules specified in Paragraphs 3 and 4 of Article 26-3 of the Securities and Exchange Act.
-
B. No independent director shall serve for more than 3 terms; the number of public companies in which they concurrently serve as an independent director shall not exceed 3. The one independent directors have a seniority of less than 9 years; The one independent director has a seniority of less than 7 years. The two independent directors have a seniority of less than 1 year.
-
C. Directors are highly self-disciplined. If any director is an interested party with respect to any agenda item, the director shall state the important aspects of the interested party relationship at
14
the respective meeting. When the relationship is likely to prejudice the interests of the company, the director may not participate in discussion or voting on that agenda item, and further, shall enter recusal during discussion and voting on that item and may not act as another director's proxy to exercise voting rights on that matter refer to p.29: Recusal of directors from interest-conflicting proposals).
15
(II) Background information on directors, the President, vice presidents, associate vice presidents, and heads of various departments and branches
| March 25,2025 | March 25,2025 | March 25,2025 | March 25,2025 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Nati | Gd | Shares held |
C di i h C | |||||||||||||
| Shareholding of | Managers who are | |||||||||||||||
| Shareholding | spouse and |
in the name f th |
spouse or blood relatives |
Remarks Nt1 |
||||||||||||
| Title | on | Name | ener |
Date elected | underage children | o oer ersons |
Main career (academic) achievements | oncurrent utes n te ompany d th i |
within the second degree |
(oe) |
||||||
| ality | age | p | an oer companes | |||||||||||||
| Relatio | ||||||||||||||||
| Shares | % | Shares | % | Shares | % | Title | Name | |||||||||
| nship | ||||||||||||||||
| CEO | ROC | 19900716 | 251415 | 031% | 14052 | 018% | 0 | 0 | The Company’s CEO | N | N | N | N | |||
President, Natgem Inc. |
||||||||||||||||
| Director, Scientech Engineering | ||||||||||||||||
Corp.(Shanghai) |
||||||||||||||||
Director, Scientech Engineering |
||||||||||||||||
(Hong Kong) Limited |
||||||||||||||||
Director, Scientech Investment |
||||||||||||||||
| Corp | ||||||||||||||||
Director, Simple Investment Corp |
||||||||||||||||
| Ming-Chi | Male | M.S., Dept. of Physics, Tamkang | Director, Scientech Engineering USA C |
|||||||||||||
Hsu |
61~65 | .. | , | . | ,9 | . | University |
orp Director Forward Science Pte Ltd |
one | one | one | one | ||||
| , Director, Forward Science |
||||||||||||||||
| Corporation | ||||||||||||||||
Chairman, Transcend Capital |
||||||||||||||||
Corp. |
||||||||||||||||
Chairman, Mingyuan Investment |
||||||||||||||||
Co., Ltd. |
||||||||||||||||
| Representative of a corporate | ||||||||||||||||
director,Renorigin Innovation |
||||||||||||||||
Institute Co., Ltd. |
||||||||||||||||
| ROC | 2000331 | 18000 | 002% | 0 | 0 | M.S., Dept. of Physics, National | ||||||||||
Chung Cheng University |
||||||||||||||||
Manager/ United Microelectronics |
||||||||||||||||
Corporation |
||||||||||||||||
Manager/ UMC Singapore |
||||||||||||||||
| President of h Bi |
Hong-Jey | Male | APIAA Certified Industrial Analyst |
Director, Acromass Technologies, | ||||||||||||
| te usness Group |
Lee |
51~55 | 9.. | 102,625 | 0.13% | , | . | The members of ISES Advisory Board | Inc. |
None | None | None | None | |||
| The members of SEMI Taiwan | ||||||||||||||||
| Advanced Packaging Committee | ||||||||||||||||
Director of TEEMA(Taiwan Eletrical |
||||||||||||||||
| and Eletronic Manufacturers' | ||||||||||||||||
| Association) | ||||||||||||||||
| Ml | M.S., Dept. of Materials Engineering, | |||||||||||||||
University Of Dayton, USA |
||||||||||||||||
Deputy Division Chief/ Nanya |
||||||||||||||||
Technology Corporation |
||||||||||||||||
| President of | Kaan Lu | Division chief/ Technology Dtt f Mi Ti Ft |
||||||||||||||
| the Business |
ROC | Tzou | ae 51~55 |
2020.09.07 | 0 | 0 | 0 | 0 | 0 | 0 | eparmen o cron awan acory No1; Division chief/ Division of |
None | None | None | None | None |
| Group | . Production and Packaging, Micron |
|||||||||||||||
Taiwan |
||||||||||||||||
| Senior associate vice president of the | ||||||||||||||||
Operations Center/ Applied |
||||||||||||||||
Optoelectonics, Inc. |
||||||||||||||||
| Chih-Huei | Female | B.S.,Dept. of Physics, FU Jen Catholic | ||||||||||||||
| Vice president | ROC |
2001.07.01 | 28,000 | 0.03% | 0 | 0 | 0 | 0 | President, Scientech Gmbh | None | None | None | None | |||
| Chu | 56~60 | University; |
||||||||||||||
16
| EMBA, National Tsing Hua University | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Research fellow/ Industrial |
||||||||||||||||
| Technology Research Institute. | ||||||||||||||||
Process engineer/ Texas |
||||||||||||||||
Semiconductors |
||||||||||||||||
| Manger of the Business Department/ | ||||||||||||||||
Lingdia Enterprise |
||||||||||||||||
Manager of the wedding gown section/ |
||||||||||||||||
TAIPEI LOVE FOREVER BRIDAL |
||||||||||||||||
| STUDIO | ||||||||||||||||
ROC |
20200301 | 0 | 0 | 10 | 0 | 0 | 0 | M.S., Dept. of Physics, National Tsing | N | N | N | N | N | |||
Hua University |
||||||||||||||||
Deputy manager of the R&D |
||||||||||||||||
Department/ Pristine Optoelectronics |
||||||||||||||||
| Vice president f h R&D |
Kou-Hwa Ch |
Associate engineer/ Optoelectronics | ||||||||||||||
| Male | Laboratory, Industrial Technology |
|||||||||||||||
| o te Department |
ang (Note 2) |
61~65 | .. | Research Institute |
one | one | one | one | one | |||||||
| Manager of the Quality Assurance | ||||||||||||||||
Department/ Merck Balzers |
||||||||||||||||
Vice president/ Scientech Corporation |
||||||||||||||||
Vice president/ Acromass |
||||||||||||||||
Technologies, Inc. |
||||||||||||||||
| M.S., Dept. of Material Science and | ||||||||||||||||
Engineering, National Central |
||||||||||||||||
University |
||||||||||||||||
| Vice president | ROC |
Ming- | Male | 2011.09.01 | 133,984 | 0.17% | 40,000 | 0.05% | 0 | 0 | Engineer/ Vertex Precision Electronics | None | None | None | None | None |
| Hsun Lee | 46~50 | Inc. |
||||||||||||||
Engineer/ Kinik Precision Grinding |
||||||||||||||||
Corporation |
||||||||||||||||
Manager/ Kinik Company |
||||||||||||||||
| Lausanne IMD EMBA candidate | ||||||||||||||||
| M.S., Dept. of Business & | ||||||||||||||||
| Management, NCTU | ||||||||||||||||
| B.S., Dept. of Chemical Engineering, | ||||||||||||||||
| NTHU | ||||||||||||||||
| Sales Director/ ASML TW |
||||||||||||||||
| Vice president | ROC |
Bruce | Male | 2024.09.02 | 0 | 0 | 0 | 0 | 0 | 0 | Director of cost management/ ASML | None |
None | None | None | None |
| Cheng | 56~60 | Asia procurement director /EUV global | ||||||||||||||
customer service ASML |
||||||||||||||||
| MEMS strategic partnership sourcing | ||||||||||||||||
| manager / Qualcomm | ||||||||||||||||
| Procurement section manager/ TSMC | ||||||||||||||||
| Chief process Engineer/ Philips | ||||||||||||||||
| DisplayComponent Dapon factory | ||||||||||||||||
| Associate vice | ROC |
Male | 20090331 | 461 | 006% | 0 | 0 | 0 | 0 | B.S., Dept. of Electronic Engineering, | N | N | N | N | N | |
Ta Hwa University of Science and |
||||||||||||||||
| Chuan- Ch |
Technology Section Chief/ APack Technologies |
|||||||||||||||
| president | ang Feng |
51~55 | .. | 7,9 | . | Inc. Engineer/ Vanguard International |
one | one | one | one | one | |||||
Semiconductor Corporation |
||||||||||||||||
Engineer/ Coretronic Corporation |
||||||||||||||||
| M.S., Dept. of Chemical Engineering, | ||||||||||||||||
| Associate vice | ROC |
Chien- | Male | 2005.11.19 | 0 | 0 | 0 | 0 | 0 | 0 | National Cheng Kung University |
None | None | None | None | None |
| president | Chung Lin | 51~55 | ||||||||||||||
| R&D engineer/ Sinonar Corporation |
17
| Process integration engineer/ United | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Microelectronics Corporation | ||||||||||||||||
| Deputy manager/ Hejian Technology | ||||||||||||||||
| (Suzhou)Co.,Ltd. | ||||||||||||||||
| PhD., Dept. of Science and | ||||||||||||||||
| Technology Management, National | ||||||||||||||||
| Chiao Tung University | ||||||||||||||||
| MS, Dept. of Electrical Engineering, | ||||||||||||||||
| Associate vice | Pei-Han | Male | National Cheng Kung University | |||||||||||||
ROC |
2022.6.21 | 0 | 0 | 0 | 0 | 0 | 0 | None | None | None | None | None | ||||
| president | Chung | 46~50 | Sales Director/ Picosun Taiwan | |||||||||||||
| Corporation Technical | ||||||||||||||||
| Industrialization Manager/ Electronics | ||||||||||||||||
| and Optoelectronic Lab, Industrial | ||||||||||||||||
| TechnologyResearch Institute | ||||||||||||||||
ROC |
2021922 | 0 | 0 | 0 | 0 | 0 | 0 | M.S., Dept. of Materials Science and | N | N | N | N | N | |||
| Engineering, National Sun Yat-Sen | ||||||||||||||||
| Associate vice | Tsun- Hi |
Male | University | |||||||||||||
| president | sung Peng |
46~50 | .. | Process engineer/ TSMC | one | one | one | one | one | |||||||
| Component engineer/UMC. | ||||||||||||||||
| Department manager/ Xintec Inc. | ||||||||||||||||
| B.M., Dept. of Management | ||||||||||||||||
| Associate vice | Chih | Male | ||||||||||||||
ROC |
2022.4.1 | 0 | 0 | 0 | 0 | 0 | 0 | Information System, University of | None | None | None | None | None | |||
| president | Chang Lin | 46~50 | ||||||||||||||
| South Australia - | ||||||||||||||||
| M.S., Dept. of Forestry, National | ||||||||||||||||
| Associate vice | Chuan-Jen |
Male | Chung Hsing University | |||||||||||||
president |
ROC |
Fang |
46-50 |
2023.02.13 | Manager of Diffusion Process |
None | None | None | None | None | ||||||
| (Note 2) | Department/ Micron Technolog |
|||||||||||||||
| MBA, Fontbonne University | ||||||||||||||||
| Clerk /CitiMortgage | ||||||||||||||||
| Hsiao-Pei | ||||||||||||||||
| Associate vice | Female | Sr.Account Mgr/Martetech | ||||||||||||||
president |
ROC |
Kuo | 41-45 |
2023.04.01 | International Cor |
None | None | None | None | None | ||||||
| p. Marketing Sales Engineer /Parrion |
||||||||||||||||
| TechnologyEquipment Co.,Ltd./ | ||||||||||||||||
| B.S. Dept. of Electrical Engineering, | ||||||||||||||||
| Associate vice | I-Feng, | Male | Far East University | |||||||||||||
ROC |
2023.04.01 | None | None | None | None | None | ||||||||||
| president | Chang |
46-50 | Engineer/ Dong Xiang Tech. Co. | |||||||||||||
Engineer/ FengTengTechnology |
||||||||||||||||
| PhD., Institute of Information | ||||||||||||||||
| Management, National Chiao Tung |
||||||||||||||||
| Vice presiden | ROC | Yi-Lin Li | Male | 2018.04.01 | 0 | 0 | 0 | 0 | 0 | 0 | University | None | None | None | None | None |
| 51~55 | Deputy director of the Information |
|||||||||||||||
Technology Department/ Gallant |
||||||||||||||||
Precision Machining Co., Ltd. |
||||||||||||||||
| Metropolitan State University | ||||||||||||||||
| Associate vice | Chris | Male | Equipment Engineer /Motorola TW | |||||||||||||
ROC |
2023.08.17 | 0 | 0 | 0 | 0 | 0 | 0 | None |
None | None | None | None | ||||
| president | Huang | 56~60 | Equipment Engineer /National Devices | |||||||||||||
Laboratory |
18
| Equipment supervisor, business | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| development manager Varian TW | ||||||||||||||||
| Business Development Mgr/ | ||||||||||||||||
| Lam Research | ||||||||||||||||
| Service Mgr./ESEC TW | ||||||||||||||||
| Service Mgr./Aviza TW | ||||||||||||||||
| Service Head/ Ultratech TW | ||||||||||||||||
| Project Mgr./Scientech China/ | ||||||||||||||||
| Customer support Mgr./ Ev Group | ||||||||||||||||
| Taiwan Ltd. | ||||||||||||||||
| M.A., Dept. of Management, National | ||||||||||||||||
Central University |
||||||||||||||||
Project Manager/Grand Process |
||||||||||||||||
Technology Corp. |
||||||||||||||||
| Associate vice | ROC |
Jay Tsai | Male | 2023.09.04 | 0 | 0 | 0 | 0 | 0 | 0 | Senior Manager/Zillion Tek Co., Ltd. | None | None | None | None | None |
| president | 51~55 | Vice president/Cheng Mei Instrument |
||||||||||||||
Technology Co., Ltd. |
||||||||||||||||
Chairman's Office Advisor of Medigen |
||||||||||||||||
Biotech Corp. |
||||||||||||||||
Advisor/Aplus Precision Co., Ltd. |
||||||||||||||||
| Chung Hua University | ||||||||||||||||
Process Engineer /Jin Min Jing Yan |
||||||||||||||||
| Associate vice | Male | |||||||||||||||
president |
ROC |
Party Wen | 46~50 |
2024.04.01 | 0 | 0 | 0 | 0 | 0 | 0 | Co., Ltd. Ei Ei / MC |
None | None | None | None | None |
| qupment ngneer U Process Engineer / UMC |
||||||||||||||||
| Associate vice | ROC |
Male | 20240624 | 0 | 0 | 0 | 0 | 0 | 0 | B.S.,Dept. of Electric | N | N | N | N | N | |
Engineering/TaHwa University of |
||||||||||||||||
| Al | Science and Technology | |||||||||||||||
Technical Manager/ Nexchip Semiconductor Corp. Si M/ AMAT |
||||||||||||||||
| president | an Kao | 51~55 | .. | te anager Operation Manager/ Lam/Site Customer Service |
one | one | one | one | one | |||||||
| Spare Engineering Manager/ Novellus | ||||||||||||||||
System Inc. |
||||||||||||||||
ASM Produce Leader/ ASML |
||||||||||||||||
| M.S., Dept. Mechanical Engineering, | ||||||||||||||||
| National Taiwan Institute of | ||||||||||||||||
| technology, | ||||||||||||||||
| Chih- | Manager/ TSMC PVD dept. |
|||||||||||||||
| Associate vice | ROC |
Tsang | Male | 2024.12.02 | 0 | 0 | 0 | 0 | 0 | 0 | Manager/ TSMC Wet clean dept. | None | None | None | None | None |
| president | 51~55 | Manager/ TSMC Diffusion dept | ||||||||||||||
| Tseng | . Manager/ TSMC BEOL Advanced |
|||||||||||||||
Package CoWoS/InFO Laser grooving, |
||||||||||||||||
| Die saw, ECP plating, Lithography | ||||||||||||||||
| M.S., Dept. of Physics, Chiao Tung | ||||||||||||||||
| University | ||||||||||||||||
| Customer Technologist Manager/ | ||||||||||||||||
| Applied Materials | ||||||||||||||||
| Associate vice | ROC |
JCY Yeh | Male | 2024.12.02 | 0 | 0 | 0 | 0 | 0 | 0 | Customer Integration Engineering |
None | None | None | None | None |
| president | 56~60 | |||||||||||||||
| Manager/ ASE | ||||||||||||||||
| Customer Engineering Manager/ | ||||||||||||||||
| Motech | ||||||||||||||||
| Advanced Process Manager/ UMC |
19
| Associate vice president, Accounting Division |
B.A., Dept. of Accounting, Tamkang | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
University |
||||||||||||||||
| Shao-Che | Male | Manager of the Accounting |
Supervisor, Scientech Engineering | |||||||||||||
| ROC | 2006.05.22 | 0 | 0 | 0 | 0 | 0 | 0 | None | None | None | None | |||||
| Chuang | 56~60 | Department/ Golden Orange |
Corp.(Shanghai) |
|||||||||||||
| Electronics Co., Ltd. | ||||||||||||||||
| Manager/ Priver Corp. | ||||||||||||||||
| Head of Corporate Governance |
Director, Renorigin Innovation | |||||||||||||||
| M.A., Finance, Fu Jen Catholic | Institute Co. Ltd. | |||||||||||||||
| Shu-Chen | Female | University | President, Zhenjia Investment Co. | |||||||||||||
| ROC | , Shen |
51-55 |
2023.04.01 | 18 | 0.00% | Associate vice president of |
Ltd. | None | None | None | None | |||||
Underwriting Department/ Capital |
Supervisor, Natgem Inc. | |||||||||||||||
Securities Corp. |
Supervisor,Mingyuan Investment |
|||||||||||||||
Co.,Ltd |
||||||||||||||||
| Manager of the Audit Office |
B.A., Dept. of Statistics, Fu Jen | |||||||||||||||
| Male |
Catholic University | |||||||||||||||
| ROC | Chi Wu | 2007.04.16 | 0 | 0 | 0 | 0 | 0 | 0 | Manager/ Qmi Industrial Co., Ltd |
None | None | None | None | None | ||
| 51-55 | Manager/ Pricewaterhousecoopers |
|||||||||||||||
Taiwan |
Note 1: In the event that the chairman and president or a position of the same level (top-level manager) are the same person, or a spouse or a first-degree relative thereof, relevant information such as the reasons, rationality, necessity, and future improvement measures must be disclosed: None Note 2: Kou-Hwa Chang retired on Feb. 28, 2025 and Chuan-Jen Fang resigned on Mar. 3, 2025 respectively.
II. Remuneration paid during the most recent fiscal year to directors, the president, and vice presidents
- Remuneration paid to directors and independent directors 2024
| Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | Total | |||||||||||||||||||||
| Directors’ remuneration | Remuneration for concurrent duty as an employee | |||||||||||||||||||||
| Remuneration | Remuneration | |||||||||||||||||||||
| Remunerati on received |
||||||||||||||||||||||
| Compensation | Disability tit bfit |
Directors’ |
Fees for fil |
(A+B+C+D) as a % of the Net |
Salary, bonus, and il |
Disability tit bfit |
El ti (G) |
(A+B+C+D+E+F+ G) as a % of the |
||||||||||||||
| (A) | reremen enes (B) |
compensation (C) |
proessona practice (D) |
Income |
speca reimbursement (E) |
reremen enes (F) |
mpoyee compensaon |
Net Income |
from an investee |
|||||||||||||
| Title | Name | All |
All |
All |
All |
All |
All |
All |
All companies |
All |
other than a |
|||||||||||
| companie | companie | compani | e |
companie | companie | companie | companie | The Coman | within the |
companie | subsidiary | |||||||||||
| The | s within | The | s within | The | s within | The |
s within | The |
s within | The | s within | The | s within | py | financial | The | s within | , or from the |
||||
| Compan | the | Compan | the | Compan | the | Compan | the | Compan | the | Compan | the | Compan | the | state | ments | Compan | the | arent |
||||
| y | financial | y | financial | y | financial | y |
financial | y |
financial | y | financial | y | financial | Amou | Amou | Amou | Shares | y | financial | p coman |
||
| statement | statement | statemen | t |
statement | statement | statement | statement | nt in | nt in | nt in | Amou | statement | py | |||||||||
| s | s | s | s | s | s | s | cash | shares | cash | nt | s | |||||||||||
| Chairman | Hung-Liang Hsieh |
0 | 0 | 0 | 0 | 9,100 | 9,100 | 155 | 155 | 9,255 1.00% |
9,255 1.00% |
14,571 | 15,105 | 289 | 289 | 3,424 | 0 | 3,424 | 0 | 27,539 2.97% |
28,073 3.03% |
None |
| Director | Ming-Chi Hsu |
|||||||||||||||||||||
| Director | Representati ve of Fullway Investment Corporation: Su-Chi Tien (Note 3) |
|||||||||||||||||||||
| Director | Chung-Ho Shaw |
20
| Total | Total | Total | Total | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Directors’ remuneration | Remuneration for concurrent duty as an employee | |||||||||||||||||||||
| Remuneration | Remuneration | |||||||||||||||||||||
| Remunerati on received |
||||||||||||||||||||||
| Compensation | Disability tit bfit |
Directors’ |
Fees for fil |
(A+B+C+D) as a % of the Net |
Salary, bonus, and il |
Disability tit bfit |
El ti (G) |
(A+B+C+D+E+F+ G) as a % of the |
||||||||||||||
| (A) | reremen enes (B) |
compensation (C) |
proessona practice (D) |
Income |
speca reimbursement (E) |
reremen enes (F) |
mpoyee compensaon |
Net Income |
from an inestee |
|||||||||||||
| Title | Name | All |
All |
All |
All |
All |
All |
All |
All companies |
All |
v other than a |
|||||||||||
| companie | companie | companie | companie | companie | companie | companie | The Coman | within the |
companie | subsidiary | ||||||||||||
| The | s within | The | s within | The | s within | The | s within | The | s within | The | s within | The | s within | py | financial | The | s within | , or from the |
||||
| Compan | the | Compan | the | Compan | the | Compan | the | Compan | the | Compan | the | Compan | the | statements | Compan | the | arent |
|||||
| y | financial | y | financial | y | financial | y | financial | y | financial | y | financial | y | financial | Amou | Amou | Amou | Shares | y | financial | p coman |
||
| statement | statement | statement | statement | statement | statement | statement | nt in | nt in | nt in | Amou | statement | py | ||||||||||
| s | s | s | s | s | s | s | cash | shares | cash | nt | s | |||||||||||
| Director |
Han-Liang Hu |
|||||||||||||||||||||
| Director |
Wei-Lin Hsieh |
|||||||||||||||||||||
| Independe nt director |
Jyan-Bang Chen (Note 3) |
840 | 840 | 0 | 0 | 4,900 | 4,900 | 155 | 155 | 5,895 0.64% |
5,895 0.64% |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 5,895 0.64% |
5,895 0.64% |
None |
| Independe nt director |
Cheng-Li Yang |
|||||||||||||||||||||
| Independe nt director |
Sung-Jen Fang |
|||||||||||||||||||||
| Independe nt director |
Shui-Chuan, Shin (Note 3) |
|||||||||||||||||||||
| Independe nt director |
Chun-Chi, Lin(Note 3) |
|||||||||||||||||||||
| 1. Please describe the remuneration policy, system, criteria, and structure for independent directors, and the relevance of remuneration to factors such as the duty and risk they assume and the time they invest: The Company’s independent directors are entitled to the director remuneration plus a fixed amount of monthly salary. Remuneration for directors and independent directors alike is determined based on their contribution during their term of office and the weight specified in the director remuneration policy passed by the Remuneration Committee. 2. In addition to as disclosed in the above table, the remuneration received by the directors for their services provided (such as serving as a non-employee consultant for the parent company/any of the consolidated companies/ investees) in the most recent fiscal year: None. 3. The term of independent director Jyan-Bang Chen and legal director Fullway Investment Corporation and its legal representative Su-Chi Tien have expired on June. 14, 2024. Shui-Chuan, Shin and Chun-Chi, Lin were elected as SCIENTECH’s independent directors on June 4, 2024. |
Note: The Company resolved to distribute employee remuneration for 2024 in the amount of NT$108,700 thousand and director remuneration for 2024 in the amount of NT$14,000 thousand at the Board of Directors meeting dated February 27, 2025
21
Table of Remuneration Ranges
| Name of Director | Name of Director | Name of Director | Name of Director | |
|---|---|---|---|---|
| Remuneration equal to the sum of A,B, C,and D | Remuneration equal to the sum of A,B, C,D,E,F,andG | |||
| Directors’ remuneration range | ||||
| All companies within the | All companies within the | |||
| The Company | The Company | |||
| financial statements | financial statements | |||
| Under NT$1,000,000 | Jyan-Bang Chen; Shui-Chuan Shin; Chun-Chi Lin; Fullway Investment Corporation: Su- Chi Tien |
Jyan-Bang Chen; Shui-Chuan Shin; Chun-Chi Lin; Fullway Investment Corporation: Su- Chi Tien |
Jyan-Bang Chen; Shui-Chuan Shin; Chun-Chi Lin; Fullway Investment Corporation: Su- Chi Tien |
Jyan-Bang Chen; Shui-Chuan Shin; Chun-Chi Lin; Fullway Investment Corporation: Su- Chi Tien |
| NT$1,000,000 (inclusive)~ NT$2,000,000 (exclusive) |
Cheng-LiYang;Sung-Jen Fan; Chung-Ho Shaw; Han- Liang Hu; Ming-Chi Hsu ; Wei-Lin Hsieh |
Cheng-Li Yang;Sung-Jen Fan; Chung-Ho Shaw; Han-Liang Hu; Ming-Chi Hsu ; Wei-Lin Hsieh |
Cheng-Li Yang;Sung-Jen Fan; Chung-Ho Shaw; Han-Liang Hu; |
Cheng-Li Yang;Sung-Jen Fan; Chung-Ho Shaw; Han-Liang Hu; |
| NT$2,000,000 (inclusive)~ NT$3,500,000(exclusive) |
Hung-Liang Hsieh | Hung-Liang Hsieh | ||
| NT$3,500,000 (inclusive)~ NT$5,000,000 (exclusive) |
- | - | Wei-Lin Hsieh | Wei-Lin Hsieh |
| NT$5,000,000 (inclusive)~ NT$10,000,000 (exclusive) |
- | - | Hung-Liang Hsieh | Hung-Liang Hsieh |
| NT$10,000,000 (inclusive)~ NT$15,000,000 (exclusive) |
- | - | Ming-Chi Hsu | Ming-Chi Hsu |
| Total | 12 | 12 | 12 | 12 |
Note 1: The Company resolved to distribute employee remuneration for 2024 in the amount of NT$108,700 thousand and director remuneration for 2024 in the amount of NT$14,000 thousand at the Board of Directors meeting dated February 27, 2025.
Note 2: The term of independent director Jyan-Bang Chen and legal director Fullway Investment Corporation and its legal representative Su-Chi Tien have expired on June. 14, 2024. Shui-Chuan, Shin and Chun-Chi, Lin were elected as SCIENTECH’s independent directors on June 4, 2024. .
22
-
Supervisors’ remuneration: Not applicable because the Company adopts an audit committee system.
-
Remuneration to the president and vice presidents
2024 Unit:NT$1,000
| Disability | Disability | Bonus and special | Bonus and special | Total Remuneration | Total Remuneration | Remunerat |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee compensation | ||||||||||||||
| Salary (A) | retirement benefits | reimbursement | (A+B+C+D) as a % | ion |
||||||||||
| (D) | ||||||||||||||
| (B) | (C) | of the Net Income | received | |||||||||||
| All companies | from an | |||||||||||||
| All | All | All | ll | |||||||||||
| A | investee | |||||||||||||
| companie | companie | companie | The Company | within the | ||||||||||
| Title | Name | companie | other than | |||||||||||
| ihi | ihi | ihi | financial | ihi | ||||||||||
| The | s wtn | The | s wtn | The | s wtn | statements | The | s wtn | a | |||||
| h | h | h | h | |||||||||||
| Company | te |
Company | te |
Company | te |
C | te |
subsidiary, | ||||||
| ompany |
||||||||||||||
| financial | financial | financial | Amount | Amount |
Amount |
financial | or from the | |||||||
| statement | statement | statement | Amount | |||||||||||
| in cash | in | in | statement | parent | ||||||||||
| s | s | s | in cash | |||||||||||
| shares | shares | s | company | |||||||||||
| CEO | Ming-Chi Hsu |
16,962 |
18,956 | 848 | 848 | 17,911 | 17,911 | 17,631 | 0 | 17,631 | 0 | 53,352 5.76% |
55,346 5.97% |
None |
| President of the Business Group |
Hong-Jey Lee |
|||||||||||||
| President of the Business Group |
Kaan Lu Tzou |
|||||||||||||
| Vice president |
Chih-Huei Chu |
|||||||||||||
| Vice president |
Kou-Hwa Chang (Note 2) |
|||||||||||||
| Vice president |
Ming- Hsun Lee |
|||||||||||||
| Vice president |
Bruce | |||||||||||||
| Tseng | ||||||||||||||
| (Note2) | ||||||||||||||
| Vice president |
Yi-Lin Li (Note 2) |
23
- Note 1: The Company resolved to distribute employee remuneration for 2024 in the amount of NT$108,700 thousand and director remuneration for 2024 in the amount of NT$14,000 thousand at the Board of Directors meeting dated February 27, 2025.
Note 2: Kou-Hwa Chang retired on June 14, 2024; Bruce Tseng and Yi-Lin Li assumed office on Sep. 2, 2024 and Apr. 1, 2024 respectively.
Table of Remuneration Ranges
| Range of remuneration paid to the Company’s | Name of President and vice president | Name of President and vice president |
|---|---|---|
| president and vice presidents | The Company | All companies within the financial statements |
| Under NT$1,000,000 | Bruce Tseng(Note 2) | Bruce Tseng(Note 2) |
| NT$1,000,000 (inclusive)~NT$2,000,000 (exclusive) |
- | - |
| NT$2,000,000 (inclusive)~NT$3,500,000 (exclusive) |
Kou-Hwa Chang | Kou-Hwa Chang |
| NT$3,500,000 (inclusive)~NT$5,000,000 (exclusive) |
Yi-Lin Li (Note 2) | Yi-Lin Li (Note 2) |
| NT$5,000,000 (inclusive)~NT$10,000,000 (exclusive) |
Chih-Huei Chu; Ming-Hsun Lee | Chih-Huei Chu; Ming-Hsun Lee |
| NT$10,000,000 (inclusive)~NT$15,000,000 (exclusive) |
Hong-Jey Lee ;Kaan Lu Tzou ;Ming-Chi Hsu | Hong-Jey Lee ;Kaan Lu Tzou ;Ming-Chi Hsu |
| Total | 8 | 8 |
Note 1: The Company resolved to distribute employee remuneration for 2024 in the amount of NT$108,000 thousand and director remuneration for 2023 in the amount of NT$14,000 thousand at the Board of Directors meeting dated February 27, 2025.
Note 2: Bruce Tseng and Yi-Lin Li assumed office on Sep. 2, 2024 and Apr. 1, 2024 respectively.
24
- Names of managerial officers who are assigned employee remuneration and the status of assignment
| 2024 | Unit: NT$1,000 | Unit: NT$1,000 | ||||||
|---|---|---|---|---|---|---|---|---|
| Amount | Total as % of | |||||||
Amount |
||||||||
| Title | Name | paid in | Total | the Net | ||||
| paid in cash | ||||||||
| shares | Income | |||||||
| Manager | CEO | Ming-Chi Hsu | 29,947 | 3.23% | ||||
| President of the Business Group |
Hong-Jey Lee | |||||||
| President of the Business Group |
Kaan Lu Tzou | |||||||
| Vicepresident | Chih-Huei Chu | |||||||
| Vicepresident | Kou-Hwa Chang | |||||||
| Vicepresident | Ming-Hsun Lee | |||||||
| Vicepresident | Bruce Tseng (Note 2) | |||||||
| Associate vice president |
Chuan-Chang Feng | |||||||
| Associate vice president |
Chien-Chung Lin | |||||||
| Associate vice president |
Pei-Han Chung | |||||||
| Associate vice president |
Chun-Hsiung Peng | |||||||
| Vicepresident | Yi-Lin Lee | |||||||
| Manager | Wei-Lin Hsieh | |||||||
| Associate vice president |
Chih Chang Lin | |||||||
| 0 | 29,947 | |||||||
| Associate vice president |
I-Feng, Chang | |||||||
| Head of Corporate Governance |
Shu-Chen, Shen | |||||||
| Associate vice president |
Hsiao-Pei Kuo | |||||||
| Associate vice president |
Chuan-Jen Fang | |||||||
| Associate vice president |
Alan Kao (Note 2) | |||||||
| Associate vice president |
Chih-Tsang Tseng (Note 2) |
|||||||
| Associate vice president |
JCY Yeh (Note 2) | |||||||
| Associate vice president, Accounting Division |
Shao-Che Chuang | |||||||
| Manager of the Audit Office |
Chi Wu |
Note 1: The Company resolved to distribute the employee remuneration for 2024 in the amount of NT$108,700 thousand at a Board of Directors meeting on February 27, 2025; such amount was calculated based on the ratio of the actually distributed amount for 2023 to the employee remuneration for 2023.
25
-
Note 2: Bruce Tseng, Alan Kao, Chih-Tsang Tseng and JCY Yeh assumed office on Sep. 2, 2024 and June 24, 2024, Dec. 2, 2024, Dec. 2, 2024 respectively.
-
(IV) Separately compare and describe total remuneration, as a percentage of net income stated in the consolidated financial reports or individual financial reports, as paid by the Company and by each other company included in the consolidated financial statements during the past 2 fiscal years to directors, presidents, and vice presidents, and analyze and describe remuneration policies, standards, and packages, the procedure for determining remuneration, and its linkage to operating performance and future risk exposure.
-
(1) Below is the analysis of the total remuneration, as a percentage of net income stated in the consolidated financial reports or individual financial reports, as paid by the Company and by each other company included in the consolidated financial statements during the past 2 fiscal years to directors, presidents, and vice presidents:
| Ratio of total remuneration to net income | Ratio of total remuneration to net income | Ratio of total remuneration to net income | Ratio of total remuneration to net income | |
|---|---|---|---|---|
| The Company’s individual financial | ||||
| Item | Consolidated financial statements | |||
| statements | ||||
| 2023 | 2024 | 2023 | 2024 | |
| Director | NT$ 27,031 thousand 4.16% |
NT$ 33,514 thousand 3.62% |
NT$ 27,559 thousand 4.24% |
NT$34,048 thousand 3.67% |
| President and vice president |
NT$ 39,679 thousand 6.10% |
NT$ 53,352 thousand 5.76% |
NT$ 41,827 thousand 6.43% |
NT$ 55,346 thousand 5.97% |
-
Note: The Company resolved to distribute employee remuneration for 2024 in the amount of NT$108,700 thousand and director remuneration for 2024 in the amount of NT$14,000 thousand at the Board of Directors meeting dated February 27, 2025.
-
(2) The remuneration policies, standards and packages, the procedures for determining remuneration and their relationship to the Company's operating performance and future risks:
-
A. The Company’s independent directors are entitled to a fixed amount of remuneration. Other directors are entitled to no compensation other than the reimbursement of transportation expenses required for attending a Board meeting. In addition, according to Article 20 of the Company’s Articles of Incorporation, no less than 2% of the annual earnings may be allocated as directors’ remuneration. Such remuneration is firstly proposed to the Remuneration Committee in accordance with the Company’s remuneration distribution principles; if the committee gives the approval, such remuneration proposal is then summited to the Board of Directors and, if approved, implemented.
-
B. The appointment of the president and vice presidents is carried out according to the Company’s regulations; the compensation for the president and vice presidents is based on the Company’s regulations and the payment standards in the industry. Salary structure mainly comprises base salary, job pay differentials, bonus, and monetary perks.
-
C. The salary adjustment, year-end bonus, and bonus distribution therefor are determined based on the Company’s “Employee Promotion Regulations” and “Employee Performance Assessment Regulations”. Performance evaluation includes criteria such as managers’ KPI performance, professional skills, core occupational competencies, extent of contribution to
26
the Company, personal performance, and personal potential and prospect. The distribution proposal is firstly drafted by the management executives with consideration given to personal performance and the Company’s operational performance, then approved by the executives with the authority, then submitted to the Remuneration Committee for consideration, and, if approved, implemented. The remuneration system is reviewed, where appropriate, based on applicable laws and the status of operations, so as to strike a balance between the Company’s sustainable operations and risk control.
III. Corporate governance implementation
(I) Operation of the board of directors
The Board of Directors held 6 meetings and 2 meetings during 2024 and 2025, and during the period until the publication date of this annual report with a total of 8 meetings, respectively; The attendance and presence of directors are stated as follows:
| Number of | Number of | Attendance | |||
|---|---|---|---|---|---|
| Title | Name | attendance | attendance by | (presence) rate | Remarks |
| (presence)inperson | proxy |
(%) | |||
| Chairman | Hung-Liang Hsieh | 8 | 0 | 100% |
|
| Independent director |
Jyan-Bang Chen | 2 | 0 | 100% |
Term expired on June 14, 2024;2 meetings required |
| Independent director |
Sung-Jen Fang | 8 | 0 | 100% |
|
| Independent director |
Cheng-Li Yang | 8 | 0 | 100% |
|
| Independent director |
Shui-Chuan Shin; | 6 | 0 | 100% |
In office on June 14, 2024;6 meetings required |
| Independent director |
Chun-Chi Lin | 5 | 1 | 83% | In office on June 14, 2024;6 meetings required |
| Director | Ming-Chi Hsu | 8 | 0 | 100% |
|
| Director | Chung-Ho Shaw | 7 | 0 | 88% |
|
| Director | Representative of Fullway Investment Corporation: Su-Chi Tien |
1 | 1 | 50% |
Term expired on June 14, 2024; 2 meetings required |
| Director | Han-LiangHu | 7 | 1 | 88% |
|
| Director | Wei-Lin Hsieh | 6 | 2 | 75% |
|
| Note: Each Board of Directors meeting is attended by at least two independent directors in person. Other matters to be recorded: |
27
| I. | In the event of any of the following in a Board of Directors meeting, the dates of meeting, session, contents of motions, the opinions of independent directors, and the Company’s response to the opinions should be specified: (I) Matters specified in Article 14-3 of the Securities and Exchange Act: Board of Directors meeting Proposal Content and Follow-up Implementation Whether an independent director objects or has a qualified opinion 17th meeting of the 10th session Feb. 29, 2024 1. The Company plans to issue the first domestic unsecured converted corporate bonds and the second domestic unsecured converted corporate bonds. None 2. Proposal to appoint the attesting CPAs for the Company’s 2024 financial statements. None 3. Proposal to loan funds to others. None 4. Proposal to issue the Company’s 2023 Internal Control System Statement. Opinion of an independent director: None. The Company’s response to the independent director’s opinion: None. Resolution: Unanimously approved by all directors attending the board meeting. 2th meeting of the 11th session Aug.08, 2024 1. Proposal for the renewal of a one-year guarantee provided by the Company for the short-term, unsecured, comprehensive bank credit facilityof Scientech Engineering (HongKong)Limited. None Opinion of an independent director: None. The Company’s response to the independent director’s opinion: None. Resolution: Unanimously approved by all directors attending the board meeting. 3th meeting of the 11th session Nov.01, 2024 1. Subsidiary Scientech Engineering Corp.(Shanghai) drafted the "Procedures for Acquisition or Disposal of Securities Investments" and "Internal Control System for Investment Cycles" None 2. In order to strengthen and adjust the external investment structure of the internal organization of the group, the Company plans to sell all the shares of Xtek Semiconductor (Huangshi) Co., Ltd. held by its overseas subsidiary Transcend Capital Corp. to its subsidiary Scientech EngineeringCorp.(Shanghai). None 3.Proposal on the 2025 annual auditplan None Opinion of an independent director: None. None The Company’s response to the independent director’s opinion: None. Resolution: Unanimously approved by all directors attending the board meeting. 4th meeting of the 11th session Dec.13, 2024 1 The Company's Risk Management Policyand Procedures None 2. Investment in YAYATECH Co. LTd. None 3. Investment in Alliance Material Co., Ltd. None 4. Investment in overseas company ”Darwin Global I.I.P. None 5. Investment in the new construction plan of Hukou No. 2 Factory None 6. Investment in the new Tainan factory project None Opinion of an independent director: None. The Company’s response to the independent director’s opinion: None. Resolution: Unanimously approved by all directors attending the board meeting. 5th meeting of the 11th session Jan.07, 2025 1. Amendment to the Subsidiary's "Procedures for Acquisition or Disposal of Assets None 2. Subsidiary purchases office None 3. Dissolution of the subsidiary“Transcend Capital Corp.” None |
In the event of any of the following in a Board of Directors meeting, the dates of meeting, session, contents of motions, the opinions of independent directors, and the Company’s response to the opinions should be specified: (I) Matters specified in Article 14-3 of the Securities and Exchange Act: Board of Directors meeting Proposal Content and Follow-up Implementation Whether an independent director objects or has a qualified opinion 17th meeting of the 10th session Feb. 29, 2024 1. The Company plans to issue the first domestic unsecured converted corporate bonds and the second domestic unsecured converted corporate bonds. None 2. Proposal to appoint the attesting CPAs for the Company’s 2024 financial statements. None 3. Proposal to loan funds to others. None 4. Proposal to issue the Company’s 2023 Internal Control System Statement. Opinion of an independent director: None. The Company’s response to the independent director’s opinion: None. Resolution: Unanimously approved by all directors attending the board meeting. 2th meeting of the 11th session Aug.08, 2024 1. Proposal for the renewal of a one-year guarantee provided by the Company for the short-term, unsecured, comprehensive bank credit facilityof Scientech Engineering (HongKong)Limited. None Opinion of an independent director: None. The Company’s response to the independent director’s opinion: None. Resolution: Unanimously approved by all directors attending the board meeting. 3th meeting of the 11th session Nov.01, 2024 1. Subsidiary Scientech Engineering Corp.(Shanghai) drafted the "Procedures for Acquisition or Disposal of Securities Investments" and "Internal Control System for Investment Cycles" None 2. In order to strengthen and adjust the external investment structure of the internal organization of the group, the Company plans to sell all the shares of Xtek Semiconductor (Huangshi) Co., Ltd. held by its overseas subsidiary Transcend Capital Corp. to its subsidiary Scientech EngineeringCorp.(Shanghai). None 3.Proposal on the 2025 annual auditplan None Opinion of an independent director: None. None The Company’s response to the independent director’s opinion: None. Resolution: Unanimously approved by all directors attending the board meeting. 4th meeting of the 11th session Dec.13, 2024 1 The Company's Risk Management Policyand Procedures None 2. Investment in YAYATECH Co. LTd. None 3. Investment in Alliance Material Co., Ltd. None 4. Investment in overseas company ”Darwin Global I.I.P. None 5. Investment in the new construction plan of Hukou No. 2 Factory None 6. Investment in the new Tainan factory project None Opinion of an independent director: None. The Company’s response to the independent director’s opinion: None. Resolution: Unanimously approved by all directors attending the board meeting. 5th meeting of the 11th session Jan.07, 2025 1. Amendment to the Subsidiary's "Procedures for Acquisition or Disposal of Assets None 2. Subsidiary purchases office None 3. Dissolution of the subsidiary“Transcend Capital Corp.” None |
In the event of any of the following in a Board of Directors meeting, the dates of meeting, session, contents of motions, the opinions of independent directors, and the Company’s response to the opinions should be specified: (I) Matters specified in Article 14-3 of the Securities and Exchange Act: Board of Directors meeting Proposal Content and Follow-up Implementation Whether an independent director objects or has a qualified opinion 17th meeting of the 10th session Feb. 29, 2024 1. The Company plans to issue the first domestic unsecured converted corporate bonds and the second domestic unsecured converted corporate bonds. None 2. Proposal to appoint the attesting CPAs for the Company’s 2024 financial statements. None 3. Proposal to loan funds to others. None 4. Proposal to issue the Company’s 2023 Internal Control System Statement. Opinion of an independent director: None. The Company’s response to the independent director’s opinion: None. Resolution: Unanimously approved by all directors attending the board meeting. 2th meeting of the 11th session Aug.08, 2024 1. Proposal for the renewal of a one-year guarantee provided by the Company for the short-term, unsecured, comprehensive bank credit facilityof Scientech Engineering (HongKong)Limited. None Opinion of an independent director: None. The Company’s response to the independent director’s opinion: None. Resolution: Unanimously approved by all directors attending the board meeting. 3th meeting of the 11th session Nov.01, 2024 1. Subsidiary Scientech Engineering Corp.(Shanghai) drafted the "Procedures for Acquisition or Disposal of Securities Investments" and "Internal Control System for Investment Cycles" None 2. In order to strengthen and adjust the external investment structure of the internal organization of the group, the Company plans to sell all the shares of Xtek Semiconductor (Huangshi) Co., Ltd. held by its overseas subsidiary Transcend Capital Corp. to its subsidiary Scientech EngineeringCorp.(Shanghai). None 3.Proposal on the 2025 annual auditplan None Opinion of an independent director: None. None The Company’s response to the independent director’s opinion: None. Resolution: Unanimously approved by all directors attending the board meeting. 4th meeting of the 11th session Dec.13, 2024 1 The Company's Risk Management Policyand Procedures None 2. Investment in YAYATECH Co. LTd. None 3. Investment in Alliance Material Co., Ltd. None 4. Investment in overseas company ”Darwin Global I.I.P. None 5. Investment in the new construction plan of Hukou No. 2 Factory None 6. Investment in the new Tainan factory project None Opinion of an independent director: None. The Company’s response to the independent director’s opinion: None. Resolution: Unanimously approved by all directors attending the board meeting. 5th meeting of the 11th session Jan.07, 2025 1. Amendment to the Subsidiary's "Procedures for Acquisition or Disposal of Assets None 2. Subsidiary purchases office None 3. Dissolution of the subsidiary“Transcend Capital Corp.” None |
|---|---|---|---|
| Board of Directors meeting |
Proposal Content and Follow-up Implementation | Whether an independent director objects or has a qualified opinion |
|
| 17th meeting of the 10th session Feb. 29, 2024 |
1. The Company plans to issue the first domestic unsecured converted corporate bonds and the second domestic unsecured converted corporate bonds. |
None | |
| 2. Proposal to appoint the attesting CPAs for the Company’s 2024 financial statements. |
None | ||
| 3. Proposal to loan funds to others. | None | ||
| 4. Proposal to issue the Company’s 2023 Internal Control System Statement. |
|||
| Opinion of an independent director: None. | |||
| The Company’s response to the independent director’s opinion: None. | |||
| Resolution: Unanimously approved by all directors attending the board meeting. |
|||
| 2th meeting of the 11th session Aug.08, 2024 |
1. Proposal for the renewal of a one-year guarantee provided by the Company for the short-term, unsecured, comprehensive bank credit facilityof Scientech Engineering (HongKong)Limited. |
None | |
| Opinion of an independent director: None. | |||
| The Company’s response to the independent director’s opinion: None. | |||
| Resolution: Unanimously approved by all directors attending the board meeting. |
|||
| 3th meeting of the 11th session Nov.01, 2024 |
1. Subsidiary Scientech Engineering Corp.(Shanghai) drafted the "Procedures for Acquisition or Disposal of Securities Investments" and "Internal Control System for Investment Cycles" |
None | |
| 2. In order to strengthen and adjust the external investment structure of the internal organization of the group, the Company plans to sell all the shares of Xtek Semiconductor (Huangshi) Co., Ltd. held by its overseas subsidiary Transcend Capital Corp. to its subsidiary Scientech EngineeringCorp.(Shanghai). |
None | ||
| 3.Proposal on the 2025 annual auditplan | None | ||
| Opinion of an independent director: None. | None | ||
| The Company’s response to the independent director’s opinion: None. | |||
| Resolution: Unanimously approved by all directors attending the board meeting. |
|||
| 4th meeting of the 11th session Dec.13, 2024 |
1 The Company's Risk Management Policyand Procedures | None | |
| 2. Investment in YAYATECH Co. LTd. | None | ||
| 3. Investment in Alliance Material Co., Ltd. | None | ||
| 4. Investment in overseas company ”Darwin Global I.I.P. | None | ||
| 5. Investment in the new construction plan of Hukou No. 2 Factory | None | ||
| 6. Investment in the new Tainan factory project | None | ||
| Opinion of an independent director: None. | |||
| The Company’s response to the independent director’s opinion: None. | |||
| Resolution: Unanimously approved by all directors attending the board meeting. |
|||
| 5th meeting of the 11th session Jan.07, 2025 |
1. Amendment to the Subsidiary's "Procedures for Acquisition or Disposal of Assets |
None | |
| 2. Subsidiary purchases office | None | ||
| 3. Dissolution of the subsidiary“Transcend Capital Corp.” | None |
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| (II) | Opinion of an independent director: None. | ||
|---|---|---|---|
| The Company’s response to the independent director’s opinion: None. | |||
| Resolution: Unanimously approved by all directors attending the board meeting. |
|||
| 6th meeting of the 11th session Feb. 27, 2025 |
1. Proposal to appoint the attesting CPAs for the Company’s 2025 financial statements. |
None | |
| 2. Proposal to loan funds to others | None | ||
| 3. Proposal to issue the Company’s 2024 Internal Control System Statement. |
None | ||
| Opinion of an independent director: None. | |||
| The Company’s response to the independent director’s opinion: None. | |||
| Resolution: Unanimously approved by all directors attending the board meeting. |
II. Disclosure regarding avoidance of interest-conflicting motions, including the names of directors concerned, the motions, the nature of conflicting interests, and the voting process: On Feb. 29, 2024, the Board of Directors submitted the proposal to distribute employee remuneration and director remuneration for 2023. Since the proposal involves the interest of Chairman Hung-Liang Hsieh, Director Ming-Chi Hsu, and Director Wei-Lin Hsieh who are also managers of the Company, the Company’s Regulations Governing Procedure for Board of Directors Meetings requires that they recuse themselves from the discussion and voting of the proposal. Therefore, Chairman Hung-Liang Hsieh designated Director ChungHo Shaw to chair the discussion and voting of the proposal on his behalf. Except the said directors who recused themselves to avoid conflict of interest, other directors approved the proposal in whole and reported it to the Shareholders' Meeting. On February 27, 2025, the Board of Directors submitted the proposal to distribute employee remuneration and director remuneration for 2024. Since the proposal involves the interest of Chairman Hung-Liang Hsieh, Director Ming-Chi Hsu, and Director Wei-Lin Hsieh who are also managers of the Company, the Company’s Regulations Governing Procedure for Board of Directors Meetings requires that they recuse themselves from the discussion and voting of the proposal. Therefore, Chairman Hung-Liang Hsieh designated Director SungJen Fang to chair the discussion and voting of the proposal on his behalf. Except the said directors who recused themselves to avoid conflict of interest, other directors approved the proposal in whole and reported it to the Shareholders' Meeting.
29
III. A TSWE- or TPEx-listed company shall disclose information on the director’s self-evaluation (or peer evaluation) in terms of frequency, period, scope, method, and content, and shall fill in Table 2 Status of Directors Performance Evaluation Implementation.
| Evaluation periodicity |
Evaluation period | Evaluation scope |
Evaluation method | Evaluation content |
|---|---|---|---|---|
| Annually | Jan. 2024~ Dec. 2024 | Note 1 | Through a form designed by the Companyitself |
Note 2 |
Note 1: The evaluation scope covers 1. Self-evaluation of the performance of the Board of Directors as a whole; 2. Self-evaluation of the performance of the board members; 3. Self-evaluation of the performance of the Remuneration Committee; and 4. Self-evaluation of the performance of the Audit Committee; 5. Sefevaluation of the performance of the Sustainable Development Committee.
Note 2: Evaluation content: A. The content of the self-evaluation of the performance of the Board of Directors as a whole contains the extent of participation in the operations of the Company; improvement in the quality of the board of directors' decision making; composition and structure of the board of directors; election and continuing education of the directors; and internal control. B. The content of the self-evaluation of the performance of the board members covers the alignment of the goals and missions of the Company; awareness of the duties of a director; participation in the operations of the Company; management of internal relationship and communication; the director's professionalism and continuing education; and internal control. C. The content of the self-evaluation of the performance of the functional committees covers the participation in the operations of the Company; awareness of the duties of the functional committees; improvement in quality of decisions made by the committees; composition of the committees and election of their members; and internal control.
30
IV. An evaluation of targets for strengthening of the functions of the board during the current and immediately preceding fiscal years.
The Company has three elected independent directors, who assemble the Audit Committee, thus enhancing corporate governance.
The Company has formulated the Rules for Performance Evaluation of Board of Directors; it distributes selfperformance evaluation questionnaire in Decembers to all board members. The questionnaire evaluates not only the operation of the Board of Directors as a whole, but also the performance of individual board members. In terms of improvement in information transparency, the Company’s financial information and material motions are all resolved at a Board of Directors as required by the Regulations Governing Procedure for Board of Directors Meetings of Public Companies. Material resolutions are also disclosed on the Market Observation Post System (MOPS) in accordance with the public information disclosure principles.
The self-evaluation of the performance of the board members includes evaluation items such as the participation in the operations of the Company, improvement in the quality of the board of directors' decision making, composition and structure of the board of directors, election and continuing education of the directors, and internal control. To enhance the continuing education of directors and improve the enterprise risk management function, the Company plans to recruit dedicated instructors to give lessons to directors within the Company.
As of Aug. 8, 2024, the training course“Enterprise sustainability and resilience management“ was completed, taken by 8 incumbent directors; As of Nov. 1, 2024, the training course“Performance evaluation practices related to corporate "ESG sustainability" and "risk management" “ was completed, taken by 5 incumbent directors 。 In addition, the directors also participated in the following courses respectively: “Global Economic Outlook” , “Code of Integrity Business and How to Avoid Crossing the Red Line of Responsibilities of Directors and Supervisors”, “Integrity Business Practices and Insider Trading”, “Introduction to generative AI and industrial application examples”, “How does the board of directors ensure the sustainable operation of the enterprise-from the discovery and cultivation of talents”, “Refresher Course for Listed Directors - Board of Directors vs. Management Team”, “Sustainable development of enterprises and international trends in corporate governance”, “Strengthening Taiwan Capital Market Summit”, “Introduction to corporate law, corporate governance and taxation knowledge that senior personnel should understand”.
(II) Operation of the audit committee:
The Company adopts an audit committee system. The Audit Committee is composed of 3 independent directors. The Audit Committee mainly serves the function of helping the Board of Directors improve the performance of corporate governance, mainly by formulating the Company’s internal control system and performance evaluation system, reviewing the Company’s financial statements to ensure its fair presentation, supervising the procedures pertaining to the Company’s major business and financial conduct, ensuring that the Company complies with applicable laws and regulations, and appointing (discharging) the attesting CPAs. The professional qualifications and experience of the members of the Audit Committee are stated as follows:
31
| Member’s | Professional qualifications and experience |
|---|---|
| Convener Cheng-Li Yang |
Independent director Cheng-Li Yang hold a MBA degree in Tulane University of the USA; used to be an independent director of Giga-Byte Technology Co., Ltd., independent director of Ace Pillar Co., Ltd., supervisor of Tekcore Co., Ltd., and supervisor of Trade-Van Information Services Co.; and currently serve as Chairman of King Core Electronics Inc., Chairman of Allied Biotech Corp., and independent director of Giga-Byte Technology Co., Ltd. With his rich academic and pragmatic qualifications, he can advise the Company on company management, industrial development,and technologies. |
| Committee member Sung-Jen Fang |
Independent director Sung-Jen Fang is a Ph.D. in Applied Materials Science and Engineering from Stanford University. He used to participate in the R&D of semiconductor advanced process in Texas Instruments and the R&D Department of United Microelectronics; be an adjunct assistant professor in the Department of Industrial Engineering of Yuan Ze University teaching semiconductor factory practicals; and be an independent director of Hycon Technology Corporation and Asolid Technology Co., Ltd. Currently, He is Chairman of Darwin Venture Management Corporation; director of GTM Holdings Corporation; director of Teco Electric & Machinery Co., Ltd.; and director of Teco Image Systems Co.,Ltd. He specializes in the semiconductor industry and the innovative management of technologycompanies. |
| Committee member Shui-Chuan, Shin |
Independent director Shui-Chuan, Shin holds a Master's degree in the Physics Dept. of National Tsing Hua University. He used to be a general manager of VisEra Technologies Company Ltd., director of TSMC; Currently, he is a director of Pearl S. Buck Foundation, director of Big-Fish-Huang Culture and Art Foundation, and director of Yuan T.Lee FoundationScience Education for All |
| Committee member Chun-Chi, Lin |
Independent director, Chun-Chi, Lin was holds a Master's degree in Applied Chemistry from National Tsing Hua University. He used to a Senior Director of TSMC, CEO & General Manager of VisEra Technologies Company Ltd., CEO of XINTEC INC., Executive Vice President of Global Unichip Corp. Group General Manager of Kanto- PPC Group; Currently, he served as President of Taiwan Electron Microscope Instrument Corp., Director of Taiflex Scientific Co., Ltd., Independent director of M31 Technology Corp. Independent director of Silicon Optronics Inc. , Director, STEK CO., LTD., Director, Jiji Investment Co., Ltd. |
Duties of the Company’s Audit Committee include:
-
Business report
-
Review the annual financial statements and the financial report of the second quarter audited by the attesting CPA.
-
Formulate and amend the internal control system and assess the effectiveness thereof; and formulate and amend the procedures for financial or operational actions of material significance such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, and endorsements or guarantees for others.
-
Matters involving the personal interest of directors or supervisors.
-
Transaction of material assets or derivatives; material loaning of funds; provision of endorsement or guarantee.
-
The offering, issuance, or private placement of equity-type securities.
-
Appointment and discharge of, and compensation for, attesting CPAs; appointment and discharge of financial/accounting/internal audit officers.
32
-
A donation to a related party, or a major donation to a non-related party. However, public welfare donations for the emergency relief of major natural disasters may be ratified in the next board meeting.
-
Other material matters required by the competent authority by law.
The major content of the Audit Committee’s achievements in 2024 include:
-
Convening of the Audit Committee meetings: The Audit Committee mainly helped the Board of Directors execute and supervise the Company’s conduct in terms of accounting, audit, financial reporting procedures, and control of financial quality and financial ethnics. The main content, in addition to the 9 major tasks listed above, included the self-evaluation of the performance of the Audit Committee.
-
Evaluation of the effectiveness of the internal control system: After evaluating the policy and procedures pertaining to the Company’s internal control system, the Audit Committee believed the Company’s risk management system and internal control system effective on the basis that the Company had adopted necessary control mechanisms to monitor and correct any misconduct.
-
Review of the financial statements: After reviewing the 2024 Business Report, Earnings Distribution Proposal, Individual and Consolidated Financial Statements (including the balance sheet, statement of comprehensive income, statement of changes in equity, and statement of cash flows) that were prepared by the Company’s Board of Directors, the Audit Committee did not find any non-conformities, and thus prepared this Audit Committee Review Report in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
-
Appointment of attesting CPA: By reviewing the independence and suitability of the appointed CPAs on February 29, 2024 and February 27, 2025, the Audit Committee completed the appointment of attesting CPAs for 2024 and 2025 respectively.
-
The Audit Committee reviews the audit report, which is prepared by the chief audit officer, against the content of the annual audit plan.
During 2024, and during 2025 until the publication date of this annual report, the Audit Committee held 5 meetings and 2 meetings, respectively, totaling 7 meeting (A), with the attendance and presence of directors which is stated as follows:
| Number of | Number of | Attendance rate | |||
|---|---|---|---|---|---|
| Title | Name | attendance in | attendance by | (%) | Remarks |
| person (B) | proxy | (B/A) | |||
| Independent director |
Jyan-Bang Chen | 2 | 0 | 100% | Term expired on June 14, 2024; 2 meetings required |
| Independent director |
Cheng-Li Yang | 7 | 0 | 100% | In office from June 7, 2016 till now |
| Independent director |
Sung-Jen Fang | 7 | 0 | 100% | In office from June 11, 2018 till now |
| Independent director |
Shui-Chuan Shin; | 5 | 0 | 100% | In office from June 14, 2024 till now |
| Independent director |
Chun-Chi Lin | 5 | 0 | 100% | In office from June 14, 2024 till now |
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Note: Each meeting is attended by at least two independent directors in person. Other matters to be recorded:
-
I. In the event of any of the following circumstances in the audit committee, the dates of the Board of Directors meeting, session, content of motions, resolutions of the audit committee meetings, and the Company’s response to audit committee members’ opinion should be specified:
-
(I) Matters specified in Article 14-5 of the Securities and Exchange Act:
34
| Resolution not adopted by the Audit Committee but adopted by two thirds or more of all directors of the Board of Directors None None None None None None None None None None None None None None None |
|||
|---|---|---|---|
| Audit Committee | Proposal Content and Follow-up Implementation | Resolution not adopted by | |
| the Audit Committee but | |||
| adopted by two thirds or | |||
| more of all directors of the | |||
| Board of Directors | |||
| 13th meeting of the 4th session Feb. 29, 2024 |
1. The Company’s 2024 Business Report and Financial Statements(includingthe Consolidated Financial Statements) |
None | |
| 2. The Company plans to issue the first domestic unsecured converted corporate bonds and the second domestic unsecured converted corporate bonds. |
None | ||
| 3. Proposal to appoint the attesting CPAs for the Company’s 2024 financial statements. |
None | ||
| 4. Proposal to loan funds to others | None | ||
| 5. Proposal to issue the Company’s 2023 Internal Control System Statement. |
None | ||
| Audit Committee members’ opinion: None. | |||
| The Company’s response to the audit committee member’s opinion: None. |
|||
| Resolution: Unanimously approved by all Audit Committee members attendingthe board meeting. |
|||
| 1th meeting of the 5th session Aug.08, 2024 |
1. Proposal for the renewal of a one-year guarantee provided by the Company for the short-term, unsecured, comprehensive bank credit facility of Scientech Engineering (Hong Kong) Limited. |
None | |
| Audit Committee members’ opinion: None. | |||
| The Company’s response to the audit committee member’s opinion: None. |
|||
| Resolution: Unanimously approved by all Audit Committee members attendingthe board meeting. |
|||
| 2h meeting of the 5th session Nov. 1, 2024 |
1. Subsidiary Scientech Engineering Corp.(Shanghai) drafted the "Procedures for Acquisition or Disposal of Securities Investments" and "Internal Control System for Investment Cycles" |
None | |
| 2. In order to strengthen and adjust the external investment structure of the internal organization of the group, the Company plans to sell all the shares of Xtek Semiconductor (Huangshi) Co., Ltd. held by its overseas subsidiary Transcend Capital Corp. to its subsidiary Scientech Engineering Corp.(Shanghai). |
None | ||
| 3.Proposal on the 2025 annual auditplan | None | ||
| Audit Committee members’ opinion: None. | |||
| The Company’s response to the audit committee member’s opinion: None. |
|||
| Resolution: Unanimously approved by all Audit Committee members attendingthe board meeting. |
|||
| 3h meeting of the 5th session Dec.13, 2024 |
1 The Company's Risk Management Policyand Procedures | None | |
| 2. Investment in YAYATECH Co. LTd. | None | ||
| 3. Investment in Alliance Material Co., Ltd. | None | ||
| 4. Investment in overseas company ”Darwin Global I.I.P. | None | ||
| 5. Investment in the new construction plan of Hukou No. 2 Factory |
None | ||
| 6. Investment in the new Tainan factory project | None | ||
| Audit Committee members’ opinion: None. | |||
| The Company’s response to the independent director’s opinion: None. |
35
| Resolution: Unanimously approved by all directors attending the | ||
|---|---|---|
| board meeting. | ||
| 1. Amendment to the Subsidiary's "Procedures for Acquisition or None |
||
| Disposal of Asset”. | ||
| 2. Subsidiary purchases office None |
||
| 4th meeting of the 5th session Jan.07, 2025 3. Dissolution of the subsidiary“Transcend Capital Corp.” None Audit Committee members’ opinion: None. |
||
| The Company’s response to the independent director’s opinion: | ||
| None. | ||
| Resolution: Unanimously approved by all directors attending the | ||
| board meeting. | ||
| 1. Proposal to appoint the attesting CPAs for the Company’s None |
||
| 2025 financial statements. | ||
| 2. Proposal to loan funds to others None |
||
| 5th meeting of the 5th session 3. Proposal to issue the Company’s 2024 Internal Control System Statement. None |
||
| Feb. 27, 2025 Audit Committee members’ opinion: None. |
||
| The Company’s response to the independent director’s opinion: | ||
| None. | ||
| Resolution: Unanimously approved by all directors attending the | ||
| board meeting. | ||
| (II) Any other resolutions that were approved by two thirds of Board members but not approved by the Audit | ||
| Committee other than those described above: None | ||
| II. When there is avoidance of conflict of interest by an independent director, state the name of that independent | ||
| director, the involved proposal(s), the cause(s) of the avoidance of conflict of interest, and the participation in | ||
| voting of that independent director: None | ||
| III. Communication between the Independent Directors and internal audit officer and CPAs (e.g., matters, methods, | ||
| and results of communication regarding the Company's financial and business status): | ||
| (I) Communication between the internal audit officer and the Audit Committee: | ||
| 1. Periodically, the Company’s audit officer reports at an Audit Committee meeting at least quarterly, | ||
| and will immediately report to the Audit Committee upon detection of any anomaly. The officer also | ||
| answers any questions raised by the independent directors, and enhances the audit content as | ||
| instructed by the independent director to ensure the effectiveness of the internal control system. For | ||
| details, refer to the Company’s website:http://www.scientech.com.tw | ||
| 2. In normal business days and at irregular intervals, the audit content will be communicated by phone | ||
| or email, or face to face; any material violation is immediately reported to the independent directors. | ||
| (II) Communication between CPAs and the Audit Committee: | ||
| 1. Periodically, at least four times a year, CPAs communicates with the Audit Committee about the | ||
| implementation and results of the review or audit of the quarterly or annual financial statements | ||
| around the time when such statements are being reviewed or audited. For details, refer to the | ||
| Company’s website:http://www.scientech.com.tw | ||
| 2. At irregular intervals, if it is necessary to have immediate communication or discussion about | ||
| operations or individual internal control cases, a meeting will be arranged where appropriate. |
36
(III) The Company's implementation of corporate governance and the differences from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and the reasons therefor.
| The differences from the Corporate | ||||
|---|---|---|---|---|
| The State of Operation | ||||
| Governance Best Practice Principles | ||||
| Item | for TWSE/TPEx Listed Companies |
|||
| Yes | No | Summary description | for TWSE/GTSM Listed Companies | |
| and the reasons therefor. | ||||
| I. Has the Company formulated and disclosed its corporate governance best practice principles in accordance with the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”? |
V | The Company has formulated its own “Corporate Governance Best Practice Principles”, by which all work is carried out. Up until now there is no major difference. |
None | |
| II. The Company's equity structure and shareholder equity | ||||
| (I) Has the Company established internal operating procedures to handle shareholder recommendations, doubts, disputes and litigations, and implemented them in accordance with the procedures? |
V | (I) The Company handles shareholder recommendations, doubts, disputes and litigations by law. In addition to having a spokesperson system, the Company also commissioned a stock agency to set up a post dedicated to handling the Company’s stock affairs. Furthermore, the Company’s website also has an investor’s zone in which they can raise any questions and through which the Company can handle shareholder recommendation or disputes. |
None | |
| (II) Does the Company have a list of the major shareholders who actually control the Company and those who ultimately have control over the major shareholders? |
V |
(II) As required by law, the Company periodically discloses a list of major shareholders and their ultimate controllers, and files any changes therein, if any. Meanwhile, through interaction with major shareholders, the Company is able to always get a good grasp of the major shareholders who actually control the Company, as well as their ultimate controllers. |
None | |
| (III) Has the Company established and implemented risk control and firewall mechanisms between affiliated companies? |
V |
(III) The Company operates independently from associates, and has them establish their own internal control system and internal audit system. There are also the “Regulations Governing the Transactions between Group Entities, Specific Companies, and Related Parties” and the “Regulations Governing the Monitoring of Subsidiaries” in place, which are implemented to effectively control the operating risks of associates. |
None |
37
| The differences from the Corporate | ||||
|---|---|---|---|---|
| The State of Operation | ||||
| Governance Best Practice Principles | ||||
| Item | for TWSE/TPEx Listed Companies |
|||
| Yes | No | Summary description | for TWSE/GTSM Listed Companies | |
| and the reasons therefor. | ||||
| (IV) Has the Company formulated internal regulations to prevent insiders from trading securities using undisclosed information on the market? |
V | (IV) The Company has formulated internal regulations governing the management approaches for insider-trading prevention, as well as the Regulations for Dealing with Reporting of Illegal, Unethical, or Dishonest Conduct, prohibiting insiders from trading marketable securities using information not disclosed to the market. |
None | |
| III. Composition and responsibilities | of the Board of Directors | |||
| (I) Has the Board of Directors formulated policy regarding the diversity of membership and implemented the same accordingly? |
V |
(I) The membership composition of the Board of Directors is based on the “Corporate Governance Best Practice Principles” and “Procedures for Election of Directors”, specifically by considering the board membership diversity from different aspects, including, but are not limited to, gender, age, nationality, culture, professionalism (e.g., law, accounting, industry, finance, marketing, or technology), professional skills, and industrial experience. For the embodiment of board membership diversity, refer to Note 1. The Company’s Board of Directors is composed of nine directors, of whom four are independent directors and one is female independent directors. Board members are experts in management, science and engineering, or financial analysis; have involved in the management of the technology industry; have the literacy that the Company needs such as industrial knowledge about semiconductors, operational judgment capability, a cosmopolitan market view, leadership, and decision-making capability; and can offer professional advice from different aspects, thus helping improve the Company’s operating performance and management benefits. As for the Company’s board membership diversity policy, it attaches importance to gender equality, in that it stipulates that female directors account for no less than 20% of total board seats. For details on P.46, refer to Note 1: Status of implementation of board membership diversity. |
None | |
| (II) In addition to the Remuneration Committee and the Audit Committee established in |
V | (II) The Company has established the Remuneration Committee and the Audit Committee in law, and also set up a Sustainable Development Committee. In the future,other functional committees will be set upif required. |
None |
38
| The differences from the Corporate | ||||
|---|---|---|---|---|
| The State of Operation | ||||
| Governance Best Practice Principles | ||||
| Item | for TWSE/TPEx Listed Companies |
|||
| Yes | No | Summary description | for TWSE/GTSM Listed Companies | |
| and the reasons therefor. | ||||
| accordance with law, has the company voluntarily set up other functional committees? |
||||
| (III) Has the Company established its Rules for Performance Evaluation of Board of Directors and the evaluation methods, conducted the performance appraisal regularly every year and provided the results to the board as the reference for directors' remuneration and nomination and renewal? |
V | (III) On April 28, 2015, the board approved the Rules for Performance Evaluation of Board of Directors, by which the board performance is evaluated annually. The Company distributes self-performance evaluation questionnaire in Decembers to all board members. The questionnaire evaluates not only the operation of the Board of Directors as a whole, but also the performance of individual board members. The content of the self-evaluation of the performance of the Board of Directors as a whole contains the extent of participation in the operations of the Company; improvement in the quality of the board of directors' decision making; composition and structure of the board of directors; election and continuing education of the directors; and internal control. In addition, the content of the self- evaluation of the performance of the board members covers the alignment of the goals and missions of the Company; awareness of the duties of a director; participation in the operations of the Company; management of internal relationship and communication; the director's professionalism and continuing education; and internal control. The content of the self-evaluation of the performance of the Audit Committee covers the participation in the operations of the Company; awareness of the duties of the Audit Committee; improvement in quality of decisions made by the Audit Committee; composition of the Audit Committee and election of its members; and internal control. The content of the self-evaluation of the performance of the Remuneration Committee covers the participation in the operations of the Company; awareness of the duties of the Remuneration Committee; improvement in quality of decisions made by the Remuneration Committee; composition of the Remuneration Committee and election of its members;and internal control. |
None |
39
| The differences from the Corporate | ||||
|---|---|---|---|---|
| The State of Operation | ||||
| Governance Best Practice Principles | ||||
| Item | for TWSE/TPEx Listed Companies |
|||
| Yes | No | Summary description | for TWSE/GTSM Listed Companies | |
| and the reasons therefor. | ||||
| The latest evaluation of the performance of the Board of Directors as a whole and the performance of individual board members was completed in December 2024. The evaluation results had been presented to the Board of Directors on February 27, 2025. The results indicate a score of 95 points for the evaluation of the Board of Directors as a whole, 98 points for the self-evaluation of individual board members, and 96 points for the evaluation of functional committees, all of which will be referenced when determining the remuneration for directors and the nominees for the director election. Suggestions and improvements for the Board of Directors Evaluation in 2024: 1. Independent directors provide advice :the Company should pay attention to therisks of upstream and downstream vendors, and effectively perform the duties of directors.'" 2. In the annual self-performance evaluation of the board of directors in 2024, directors should be encouraged to participate in training courses. In 2025, directors will continue to be urged to attend director courses. |
||||
| (IV) Does the company regularly evaluate the independence of attesting CPAs? |
V | (IV) The Company evaluates the independence and suitability of appointed CPAs annually in accordance with the Company’s “Corporate Governance Best Practice Principles” and with reference to the AQI’s report. The evaluation for 2024 and 2025 was completed at the Board of Directors meeting dated Feb. 29, 2024 and Feb. 27, 2025, respectively. The evaluation criteria were based on the statement, which was prepared by CPAs according to the “Bulletin of the Norm of Professional Ethics for Certified Public Accountant of the Republic of China No. 10. Integrity, Objectivity and Independence” issued by the CPA ASSOCIATIONS R.O.C.(TAIWAN), stating therein that the CPAs did not violate any independence or rules governing conflict on interest. Based on the statement, the Company evaluated whether the CPAs are the Company’s directors or shareholders, or whether they receive salary from the Company. In doing so, the Company concluded that the CPAs are not a stakeholder of the Company. The Companyalso obtained information on the CPAs’ academic and |
None |
40
| The differences from the Corporate | ||||
|---|---|---|---|---|
| The State of Operation | ||||
| Governance Best Practice Principles | ||||
| Item | for TWSE/TPEx Listed Companies |
|||
| Yes | No | Summary description | for TWSE/GTSM Listed Companies | |
| and the reasons therefor. | ||||
| work experience as well as their customers so as to evaluate their suitability (for details,refer top.47 Note 2: CPAs Independence Evaluation Criteria.) |
||||
| IV. Has the Company allocated qualified and sufficient number of personnel and appointed managers in charge of corporate governance affairs (including but not limited to furnishing information required for business execution by directors and supervisors, assisting directors and supervisors to comply with laws, handling matters relating to board meetings and shareholder meetings according to laws, handling matters relating to business registration and registration modification, recording minutes of board meetings and shareholder meetings, etc.)? |
V |
The Company's chairman's office is the unit to promote corporate governance. On May 5, 2023, the board of directors appointed Shu-Chen, Shen, Associate vice president, who has more than three years of experience in the management of legal affairs in the public offering company, as the full-time corporate governance supervisor to be responsible for handling the affairs of the board of directors and shareholders' meetings, and responsible for the provision of materials required for the directors to perform their duties; convening of the Board of Directors meetings and Shareholders' Meetings by law and handling of matters thereof; conducting of business registration and registration modification within the timeframe; taking and distribution of minutes of the Board of Directors meetings and Shareholders' Meetings on time; convening of investors’ conference; participation in investment forum at irregular intervals; establishment of a spokesperson system; and establishment of diverse communication channels for communication with investors, so as to protect shareholders’ equity and enhance the board functions. The major achievements of the corporate governance unit in 2024 are as follows: 1. Conducting Board of Directors meeting and shareholder meeting related matters in accordance with law; 2. preparing minutes of Board of Directors meetings and shareholder meetings; 3. assisting directors and supervisors in continuing education; 4. providing information necessary for directors and supervisors to perform their duties; 5. assisting directors and supervisors to comply with laws and regulations; 6. organizing charitable events; 7. irregularly assisting in the communication between independent directors, audit officers, CPAs, and the management - the communication is good so far; 8. uploading the results of the said communication to the Company’s website for investors’ reference; and 9. informing the Board of Directors members of the competent authority’s directions or regulations on corporate governance. |
None |
41
| The differences from the Corporate | ||||
|---|---|---|---|---|
| The State of Operation | ||||
| Governance Best Practice Principles | ||||
| Item | for TWSE/TPEx Listed Companies |
|||
| Yes | No | Summary description | for TWSE/GTSM Listed Companies | |
| and the reasons therefor. | ||||
| The Company’s supervisor of corporate governance will take 25 hours of relevant course training within one year at his post. |
||||
| V. Has the company established communication channels with stakeholders (including but not limited to shareholders, employees, customers and suppliers, etc.) and a special section for stakeholders on the company's website, and responded appropriately to important corporate social responsibility issues that are of concernto stakeholders? |
V | The Company has a spokesperson system, which is a communication channel with stakeholders, and has set up a special section for stakeholders on its website. Stakeholders can also communicate with the company by telephone, mail, and email. The Company has set up a “Company Mailbox”, through which internal and external personnel can submit suggestions or file complaints to the Company. The Company summarizes communication matters with stakeholders every year, starting from 2019, and reports the same to Board of Directors annually. For details, please refer to the Company's websitehttps://www.scientech.com.tw.The latest report to the board of directors on communication with stakeholders was on May 10, 2024. |
None | |
| VI. Has the company appointed a professional stock affairs agency to handle matters for shareholder meetings? |
V |
The Company has appointed CTBC Bank, a professional stock agency, to handle the Shareholders' Meetings and stock affairs. |
None | |
| VII. Public disclosure of information | ||||
| (I) Has the Company set up a website to disclose finance and business matters and corporate governance information? |
V | (I) The Company has set up a website, and discloses information on its financials, business, and corporate governance affairs on the Company’s website and the Market Observation Post System (MOPS) as required by law. |
None | |
| (II) Has the Company adopted other means of information disclosure (such as setting up an English website, appointing dedicated personnel responsible for the |
V | (II) The Company has set up a company website, where a special zone is reserved for investors and the information on the Company’s financials, business, and corporate governance are regularly updated for investors' reference. The Company has designated a person dedicated to collecting and disclosing the Company’s information,and has implemented a spokesperson system as required bylaw. |
None |
42
| The differences from the Corporate | ||||
|---|---|---|---|---|
| The State of Operation | ||||
| Governance Best Practice Principles | ||||
| Item | for TWSE/TPEx Listed Companies |
|||
| Yes | No | Summary description | for TWSE/GTSM Listed Companies | |
| and the reasons therefor. | ||||
| collection and disclosure of Company information, implementing a spokesperson system, posting the Company's earnings calls on its website,etc.)? |
Information on the Company’s investor’ conference is announced simultaneously on the Market Observation Post System (MOPS) as required by law, and on the investor zone on the Company's website. |
|||
| (III) Does the Company publish and make official filing of annual financial report within two months after the end of an accounting period, and publish/file Q1, Q2 and Q3 financial reports along with the monthly business performance statements before the required due dates? |
V |
(I) In 2014, the Company failed to announce and file its annual financial report within two months after the end of the fiscal year, and failed to announce and file its first, second and third quarter financial reports in advance before the prescribed deadline, but did announce the monthly business performance statements of each month on time. |
Ongoing improvement | |
| VIII. Does the company have other important information that is helpful to understand its implementation of corporate governance (including but not limited to employee rights, employee care, investor relations, supplier relations, stakeholder rights, continuing education of directors and supervisors, implementation of risk management policies and risk measurement standards, implementation of customer policies, the company’spurchase |
V | (I) Employee rights and employee care 1. The Company always pursues harmony and a win-win situation when it comes to employees’ rights, and carries out the various management systems in accordance with applicable labor laws and regulations. 2. Upholding the ideal that all men are equal, the Company’s management policy and measures respecting recruitment, employment, promotion, etc. do not discriminate based on sex, age, race, religion, or political affiliation. In addition, the Company has made available several smooth complaint-filing and communication channels, in that employees may reflect their opinions at the annual meeting, through the complaint-filing hotline or employee mailbox, or at a labor-management meeting. Since establishment, the Company has not had any material labor dispute. 3. Employee welfare: The Company organizes group tours and employee activities from time to time every year to enhance the interaction between |
None |
43
| The differences from the Corporate | ||||
|---|---|---|---|---|
| The State of Operation | ||||
| Governance Best Practice Principles | ||||
| Item | for TWSE/TPEx Listed Companies |
|||
| Yes | No | Summary description | for TWSE/GTSM Listed Companies | |
| and the reasons therefor. | ||||
| of liability insurance for directors and supervisors, and so on)? |
colleagues and their families, and the affection and recognition of colleagues towards the Company. 4. For details, refer to Four - Operational Highlights - Labor relations on p.119~121 of this annual report, which describes the Company’s care for employees and employees’ rights. (I) Investor relations 1. The Company has a spokesperson system and a stock affairs unit, which deal with shareholder suggestions or disputes. 2. The Company has set up a post dedicated to disclosing real-time information on any changes in the Company’s financials, business, or shareholding of insiders on the Market Observation Post System (MOPS), and always keeps good communication with shareholders. (III) Supplier relations and stakeholder rights The Company always sticks to the principle of integrity and mutual benefits when it comes to transactions with suppliers in order to maximize the benefits there between, thereby forging a stable partnership. The Company regularly evaluates suppliers and thus fully communicating with them. Therefore, the business relation between the Company and suppliers has been good. In addition, being a public company, the Company discloses information on its operations as required by law, so as to provide timely information for stakeholders. (IV) Continuing education of directors: The Company periodically urges directors to attend relevant courses. For details, refer to p.49 of the Appendix below. (V) Implementation of risk management policies and risk measurement standards: The Company has established and implemented its internal control and internal audit systems to reduce its operational risks. Please refer to Five. Review and Analysis of the Financial Position and Results of Operations and Risk Management onp.128 ~ 137 of this annual report. |
44
| The differences from the Corporate | ||||
|---|---|---|---|---|
| The State of Operation | ||||
| Governance Best Practice Principles | ||||
| Item | for TWSE/TPEx Listed Companies |
|||
| Yes | No | Summary description | for TWSE/GTSM Listed Companies | |
| and the reasons therefor. | ||||
| (VI) Implementation of customer policies: The Company keeps promoting the quality management policy to ensure service quality and customer satisfaction. (VII) The Company’s purchase of liability insurance for directors and supervisors: The Company assesses the insured amount of the liability insurance policy for directors every year. This year, the Company purchased a liability policy of US$3 million for each director and major manager, and reported critical insurance content such as insured amount, insurance coverage, and insurance premium to the Board of Directors meeting dated November 1, 2024 (VIII)The Company has formulated the “Regulations for Prevention of Insider Trading”. In addition, the Company has a person dedicate to have the information on the Company’s operations approved by the competent authority within the timeframe and in the manner specified by the competent authority; any material information treatment or disclosure thereafter will be carried out on the same basis. Meanwhile, the Company from time to time informs insiders of anymaterial internal information. |
||||
| IX. Please explain improvements that have been made as well as priorities to improve the results of the Corporate Governance Evaluation issued by the Taiwan Stock Exchange Corporate Governance Center: The Company performed exceptionally in the Corporate Governance Evaluation. The Company assessed the parts that it failed to score for improvement measures, and prioritized such improvement measures as follows: (I) Improvement that has been made: 1. All directors are elected under the nomination system to implement corporate governance. 2. Ballots are cast electronically. 3. An investors’ conference is held every year. 4. Cyber security management policy is introduced. 5. The Company’s operation and implementation corporate social responsibilities have been disclosed in the annual report and on the company website. (II) Prioritized items to be improved in the future: 1. To advocate directors taking more hours of training courses. 2. To advocate Remuneration Committee members attending a meeting in person. 3. To hold the General Shareholders’ Meeting at the end of May. 4. Compile a sustainability report. 5. To disclose the annual financial report within two months after the end of a fiscal year. |
45
Note 1: Status of implementation of board membership diversity:
| Director | Gender | Concurrently serving as an employee |
Term and seniority of independent director |
Term and seniority of independent director |
Term and seniority of independent director |
Business | Leadership and |
Industry | Financial | Investment | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Age | |||||||||||||||
| director | |||||||||||||||
| Nationality | |||||||||||||||
| d | under 3 | 4~9 | More than | administration | decision- | knowledge |
accounting | management | |||||||
| uner 50 |
5160 | 610 | |||||||||||||
| ~ | ~7 | 70~80 | years | years | 9years | making | |||||||||
| Hung-LiangHsieh | ROC | Male | V | V | V | V | V | ||||||||
| Sung-Jen Fang | ROC | Male | V | V | V | V | V | V | |||||||
| Cheng-Li Yang | ROC | Male | V | V | V | V | V | V | V | ||||||
| Shui-Chuan,Shin | ROC | Male | V | V | V | V | V | ||||||||
| Chun-Chi,Lin | ROC | Male | V | V | V | V | V | V | |||||||
| Ming-Chi Hsu | ROC | Male | V | V | V | V | V | ||||||||
| Chung-Ho Shaw | ROC | Male | V | V | V | V | V | V | |||||||
| Han-LiangHu | ROC | Male | V | V | V | V | V | ||||||||
| Wei-Lin Hsieh | ROC | Female | V | V | V | V |
46
Note 2: CPAs Independence Evaluation Criteria
| CPA, Hui-Min Huang | CPA, Hui-Min Huang | CPA, Yu-Cheng Hsin | CPA, Yu-Cheng Hsin | ||||
|---|---|---|---|---|---|---|---|
| Period: Jan. 1, 2024-Dec. 31, | Period: Jan. 1, 2024-Dec. 31, | ||||||
| Evaluation Item | Circumstances affecting to independence | Evaluation |
2024 | 2024 | |||
| result | Violation of Independence | Violation of Independence | |||||
| Yes | No | Yes | No | ||||
| A. Evaluation of beneficial interest between the CPA and the Company. |
1 | Does the CPA have direct or significant indirect financial interest relationships with the Company? |
N/A | V | V | ||
| 2 | Does the CPA conduct financing or guarantee activities with the Companyor the Directors of the Company? |
N/A | V | V | |||
| 3 | Does the CPA have intimate business relationship with the Company or the Directors, Managers? |
N/A | V | V | |||
| 4 | Does the member of the audit team has potential employment relationships with the Company? |
N/A | V | V | |||
| 5 | Is there contingent fee related to the audit work? | N/A | V | V | |||
| B. Evaluation of whether the CPA has dual identity. |
1 |
Did the member of the audit team use to be a director or manager of the Company, or take any post within the Company that has great influence over the audit work,in the last twoyears? |
N/A | V | V | ||
2 |
Does the CPA provide the Company with non-audit service which could directly influence the audit work? |
N/A | V | V | |||
| C. Does the CPA act as a defender of the Company's position? |
1 | Does the member of the audit team act as a defender for the Company or mediate a dispute with another third party on the behalf of the Company? |
N/A | V | V | ||
| D. Evaluation of familiarity with the CPA and Company personnel. |
1 | Does the member of the audit team has a family relationship with company’s directors, managers or personnel who has significant impact on audit work? |
N/A | V | V | ||
| 2 | Does the CPA who has retired within one year serve as company’s director, manager or personnel with significant impact on the audit work? |
N/A | V | V | |||
| 3 | Does the member of the audit team receive significant gifts or special offers from the Company or the directors, managers, or major stockholders? |
N/A |
V | V |
47
| CPA, Hui-Min Huang | CPA, Hui-Min Huang | CPA, Yu-Cheng Hsin | CPA, Yu-Cheng Hsin | ||||
|---|---|---|---|---|---|---|---|
| Period: Jan. 1, 2024-Dec. 31, | Period: Jan. 1, 2024-Dec. 31, | ||||||
| Evaluation Item | Circumstances affecting to independence | Evaluation |
2024 | 2024 | |||
| result | Violation of Independence | Violation of Independence | |||||
| Yes | No | Yes | No | ||||
| E. Evaluation of whether the CPA has been intimidated by the Company. |
1 |
Does the Company put pressure on the member of the audit team to make them improperly reduce the inspection work that should be performed,in order to reduce audit fee? |
N/A | V | V | ||
| 2 | Does the company require the member of the audit team to accept the management's improper choice of accounting policies or improper disclosure of financial statements? |
N/A |
V | V | |||
| F. Evaluation of the attesting CPA’s practice period |
1 |
Does the attesting CPA is subject to disciplinary action? | N/A | V | V | ||
2 |
Did the same CPA engaged in the attestation has served for the Company more than seven years (including the current year)? |
N/A | V | V | |||
| Evaluation result: Regarding the assessment, the CPAs, Hui-Min Huang and Yu-Cheng Hsin, have passed the Company’s independent evaluation criteria in 2023, and there is nothing occurred with the effect on independence. |
48
Note 3: Continuing education of directors: The Company periodically urges directors to attend relevant courses.
| Date | Name | Organizer | Course name | Number of hours | Date |
| Independent director |
2024/2/27 | Sung-Jen Fang |
Taiwan Institute of Directors | Global Economic Outlook | 3 |
| Independent director |
2024/3/26 | Chun-Chi Lin | Taiwan Investor Relations Institute | Code of Integrity Business and How to Avoid Misstepping on the Red Line of Responsibilities of Directors and Supervisors |
3 |
| Independent director |
2024/5/7 | Chun-Chi Lin | Taiwan Investor Relations Institute | Integrity Business Practices and Insider Trading | 3 |
| Director | 2024/5/8 | Chung-Ho Shaw |
Taiwan Corporate Governance Association , TCGA | Introduction to generative AI and industrial application examples | 3 |
| Independent director |
2024/5/14 | Cheng-Li Yang |
Accounting Research and Development Foundation | How does the board of directors ensure the sustainable operation of the enterprise-from the discoveryand cultivation of talents |
3 |
| Director | 2024/6/7 | Han-Liang Hu | Taiwan Project Management Association,TPMA | Refresher Course for Listed Directors - Board of Directors vs. Management Team |
3 |
| Director | 2024/6/13 | Han-Liang Hu | Taiwan Project Management Association,TPMA | Refresher Course for Listed Directors - Succession team building and talent development |
3 |
| Chairman | 2024/8/8 | Hung-Liang Hsieh |
Taiwan Corporate Governance Association , TCGA | Enterprise sustainability and resilience management | 3 |
| Independent director |
2024/8/8 | Cheng-Li Yang |
Taiwan Corporate Governance Association , TCGA | Enterprise sustainability and resilience management | 3 |
| Independent director |
2024/8/8 | Sung-Jen Fang |
Taiwan Corporate Governance Association , TCGA | Enterprise sustainability and resilience management | 3 |
| Independent director |
2024/8/8 | Chuan-Shin Shui |
Taiwan Corporate Governance Association , TCGA | Enterprise sustainability and resilience management | 3 |
| Independent director |
2024/8/8 | Chun-Chi Lin | Taiwan Corporate Governance Association , TCGA | Enterprise sustainability and resilience management | 3 |
| Director | 2024/8/8 | Chung-Ho Shaw |
Taiwan Corporate Governance Association , TCGA | Enterprise sustainability and resilience management | 3 |
| Director | 2024/8/8 | Ming-Chi Hsu | Taiwan Corporate Governance Association , TCGA | Enterprise sustainability and resilience management | 3 |
| Director | 2024/8/8 | Wei-Lin Hsieh | Taiwan Corporate Governance Association , TCGA | Enterprise sustainability and resilience management | 3 |
| Independent director |
2024/8/15 | Chuan-Shin Shui |
Taiwan Insurance Institute | Sustainable development of enterprises and international trends in corporategovernance |
3 |
| Director | 2024/9/30 | Ming-Chi Hsu | Taiwan Stock Exchange,TWSE | Strengthening Taiwan Capital Market Summit | 3 |
| Independent | 2024/10/4 | Chuan-Shin | The Chinese National Association of Industry and | Introduction to corporate law, corporate governance and taxation | 3 |
49
| Date | Name | Organizer | Course name | Number of hours | Date |
| director | Shui | Commerce, Taiwan (CNAIC) | knowledge that senior personnel should understand | ||
| Chairman | 2024/11/1 | Hung-Liang Hsieh |
Taiwan Corporate Governance Association,TCGA |
Performance evaluation practices related to corporate "ESG sustainability" and "risk management" |
3 |
| Independent director |
2024/11/1 |
Chuan-Shin Shui |
Taiwan Corporate Governance Association,TCGA |
Performance evaluation practices related to corporate "ESG sustainability" and "risk management" |
3 |
| Director | 2024/11/1 | Chung-Ho Shaw |
Taiwan Corporate Governance Association,TCGA |
Performance evaluation practices related to corporate "ESG sustainability" and "risk management" |
3 |
| Director | 2024/11/1 | Ming-Chi Hsu |
Taiwan Corporate Governance Association,TCGA |
Performance evaluation practices related to corporate "ESG sustainability" and "risk management" |
3 |
| Director | 2024/11/1 | Wei-Lin Hsieh |
Taiwan Corporate Governance Association,TCGA |
Performance evaluation practices related to corporate "ESG sustainability" and "risk management" |
3 |
50
(IV) Composition, duties, and operation of the Remuneration Committee
1. Information on members of the Remuneration Committee April 24, 2025
| Criteria | Number of concurrent duty as a | |||
|---|---|---|---|---|
Professional qualifications and experience |
||||
| Independence | Remuneration Committee | |||
| (Note) | ||||
| Position | Name | member at apublic company | ||
| Convener Independent director |
Chun-Chi, Lin | Have work experience in the area of commerce necessary for the business of the company |
1. The person, his spouse, or his second-degree relatives do not serve as directors, supervisors or employees of the Company. 2. The person, his spouse, or his second-degree relatives do not hold any of the company’s shares under their number or under another person’s name. If any of them do, disclose the shareholding percentage. 3. Not a director, supervisor, or employee of a company which has a specific relationship with the Company. 4. Not providing business, legal, financial, accounting and other services to the Company or other associates. 5. Circumstances specified in the various subparagraphs of Article 30 of the Company Act do not exist. 6. Complying with Article 6 of the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange. |
0 |
| Remuneration Committee member Independent director |
Cheng-Li Yang | Have work experience in the area of commerce, finance, or accounting necessary for the business of the company. Used to a member of the remuneration committee of Ace Pillar Co., Ltd.; currently serving as a member of the remuneration committee of Giga- Byte Technology Co., Ltd. |
1 | |
| Remuneration Committee member Independent director |
Shui-Chuan, Shin | Have work experience in the area of commerce necessary for the business of the company |
0 |
Note: For the experience of members of the Remuneration Committee, refer to Directors Academic and Career Qualifications on p.6~p.9.
51
- Duties of the Remuneration Committee.
Duties of the Remuneration Committee include implementing corporate governance and bettering the remuneration system for directors and managers. The committee mainly formulates and regularly reviews the policy, system, standard, and structure of the remuneration and performance evaluation of directors and managers.
- Information on the operation of the Remuneration Committee
The Company’s Remuneration Committee has 3 members. Members of the current. Remuneration Committee will be in office from June 14, 2024 through June 13, 2027. During 2024 and 2025 up to the annual report publication date, the Remuneration Committee held a total of 3 meetings (A), with the qualifications and attendant of member as follows:
| Title | Name | Number of attendance inperson(B) |
Number of attendance by proxy |
Attendance rate (%) (B/A) | Remarks |
|---|---|---|---|---|---|
| Convener | Jyan-Bang Chen | 1 | 0 | 100% | Term expired on June 14, 2024; 1 meetings required |
| Convener | Chun-Chi, Lin | 2 | 0 | 100% | In office from June 14, 2024 till now |
| Committee member |
Sung-Jen Fang | 1 | 0 | 100% | Term expired on June 14, 2024; 1 meetings required |
| Committee member |
Cheng-Li Yang | 3 | 0 | 100% | In office from Aug. 4, 2015 till now |
| Committee member |
Shui-Chuan, Shin | 2 | 0 | 100% | In office from June 14, 2024 till now |
| Other matters to be recorded: I. If the board of directors does not adopt or amend the recommendations from the Remuneration Committee, it shall clarify the date, session, proposal content and resolution of the board and how the Company handles the recommendations of the Committee (such as that the remuneration approved by the board is better than what the Committee recommended, and the differences and reasons should be clarified): None II. If the Remuneration Committee members have objections or reservations and there are records or written statements from the meetings, the date, term, proposal content, opinions of all members and the handling of their opinions shall be clear: None |
52
- The discussions and resolutions of the Remuneration Committee in the most recent year are as follows:
| Date | Proposal Content and Follow-up Implementation |
Resolution | Company's handling of the remuneration committee's opinions |
|---|---|---|---|
| 6th meeting of the 5th session Mar.10, 2024 |
Proposal on employee salary adjustment for 2024. |
All committee member present approved the proposal as proposed. |
The Company carried out employee salary adjustment as approved. |
| 1th meeting of the 6th session Dec. 13, 2024 |
Proposal on employee salary adjustment for 2025. |
All committee member present approved the proposal as proposed. |
The Company carried out employee salary adjustment as approved. |
| 2th meeting of the 6th session Feb. 27, 2025 |
1. Proposal on employee incentive plan for 2025. |
All committee member present approved the proposal as proposed. |
The Company carried out employee incentive plan as approved |
| 2. Proposal on employee remuneration and director remuneration for 2024. |
All committee member present approved the proposal as proposed. |
Submitted to the Board of Directors and approved by all of the directors present as proposed. |
|
| 3. Amendation to the Company’s “Articles of Incorporation” |
All committee member present approved the proposal as proposed. |
Submitted to the Board of Directors and approved by all of the directors present asproposed. |
53
(V) Composition, duties, and operation of the Sustainable Development Committee
| Criteria | Number of concurrent duty as a | |||
|---|---|---|---|---|
Professional qualifications and experience |
||||
| Independence | Remuneration Committee | |||
| (Note) | ||||
| Position | Name | member at apublic company | ||
| Convener Chairman |
Hung-Liang Hsieh | Have work experience in the area of commerce necessary for the business of the company |
1. The person, his spouse, or his second-degree relatives do not serve as directors, supervisors or employees of the Company. 2. The person, his spouse, or his second-degree relatives do not hold any of the company’s shares under their number or under another person’s name. If any of them do, disclose the shareholding percentage. 3. Not a director, supervisor, or employee of a company which has a specific relationship with the Company. 4. Not providing business, legal, financial, accounting and other services to the Company or other associates. 7. Circumstances specified in the various subparagraphs of Article 30 of the Company Act do not exist. 8. Complying with Article 6 of the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange. |
0 |
| Sustainability Committee member Independent director |
Shui-Chuan, Shin | Have work experience in the area of commerce, finance, or accounting necessary for the business of the company. |
0 |
|
| Sustainability Committee member Independent director |
Chun-Chi, Lin | Have work experience in the area of commerce necessary for the business of the company |
0 | |
| Sustainability Committee member Director |
Ming-Chi, Hsu | Have work experience in the area of commerce necessary for the business of the company |
0 |
Note: For the experience of members of the Sustainable Development Committee, refer to Directors Academic and Career Qualifications on p.6~p.9.
54
-
Duties of the Sustainable Development Committee
-
The Company established a " Sustainable Development Committee " in November 2023 and reports regularly to the Board of Directors every year. The Sustainable Development Committee aims to implement the corporate sustainable development concept, actively promote the corporate governance function of sustainable management and corporate social responsibility, and achieve the goal of sustainable management. Its responsibilities are as follows
-
A. Formulate the Company's sustainable development policy.
-
B. Formulate the Company’s sustainability governance, integrity management, environmental and social goals, strategies, and implementation plans.
-
C. Review, track, and revise the implementation status and effectiveness of the Company's sustainable development, and report to the board of directors regularly.
-
D. Focus on and respond to the issues of concern to all stakeholders, including shareholders, customers, suppliers, employees, government, nonprofit organizations, communities, and the media.
-
E. Review the Company's corporate sustainability report.
-
Information on the operation of the Sustainable Development Committee
The Company’s Sustainable Development Committee has 4 members. Members of the current Sustainable Development Committee will be in office from June 14 , 2024 through June 13, 2027. During 2024 and 2025 up to the annual report publication date, the Sustainable Development Committee held a total of 2 meetings (A), with the qualifications and attendant of member as follows:
| Title | Name | Number of attendance inperson(B) |
Number of attendance by proxy |
Attendance rate (%) (B/A) | Remarks |
|---|---|---|---|---|---|
| Convener | Hung-Liang Hsieh | 2 | 0 | 100% | In office from Nov. 3, 2023 till now |
| Committee member |
Shui-Chuan, Shin | 2 | 0 | 100% | In office from June 14, 2024 till now |
| Committee member |
Chun-Chi, Lin | 2 | 0 | 100% | In office from June 14, 2024 till now |
| Committee member |
Ming-Chi, Hsu | 3 | 0 | 100% | In office from Nov. 3, 2023 till now |
55
| Title | Name | Number of attendance inperson(B) |
Number of attendance by proxy |
Attendance rate (%) (B/A) | Remarks |
|---|---|---|---|---|---|
| Other matters to be recorded: III. If the board of directors does not adopt or amend the recommendations from the Sustainable Development Committee, it shall clarify the date, session, proposal content and resolution of the board and how the Company handles the Sustainability Development of the Committee : None IV. If the Sustainable Development Committee members have objections or reservations and there are records or written statements from the meetings, the date, term, proposal content, opinions of all members and the handling of their opinions shall be clear: None |
4. The discussions and resolutions of the Sustainable Development Committee in the most recent year are as follows:
| Date | Proposal Content and Follow-up Implementation | Resolution | Company's handling of the Sustainable Development Committees’opinions |
|---|---|---|---|
| 1th meeting of the 2th session Aug. 8, 2024 |
1.Report on the implementation of the Company's 2023 Sustainability Report 2. Proposal for the Establishment of the Company's "Sustainability Report Preparation and Assurance OperatingProcedures" |
All committee member present approved the proposal as proposed. |
Submitted to the Board of Directors and approved by all of the directors present as proposed. |
| 2th meeting of the 2th session Feb. 27, 2025 |
1. 2024 Corporate Integrity and Sustainable Development Report. 2. Report on the Company's greenhouse gas inventory and verification timeline." in alignment with the Financial Supervisory Commission's 'Roadmap for Sustainable Development of Listed Companies,' 3. Progress report on the preparation of the 2024 Sustainability Report. 4. The Company plans to conduct the greenhouse gas verification (ISO 14064-1) for the Hukou Plant in March and will begin arranging the planning for the consolidated financial statement parent and subsidiary inventory after April. |
All committee member present approved the proposal as proposed. |
The Company reported to the Board of Directors on the above sustainable development matters. |
56
(VI) Fulfillment of Sustainable Development; Differences from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies; and Causes for Such Differences.
| Evaluation Items | The State of Operation | Differences between the fulfillment of corporate social responsibility and the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and the reasons therefor: |
||
|---|---|---|---|---|
| Yes | No | Summary description | ||
| I. Has the Company established a governance framework for promoting sustainable development, and established an exclusively (or concurrently) dedicated unit to be in charge of promoting sustainable development? Has the board of directors authorized senior management to handle related matters under the supervision of the board? |
V |
(I.) The company has established a sustainable development team member under the Sustainable Development Committee to take charge of formulating sustainable development policy and system. Based on the principle of materiality, the Company conduct risk evaluation on environmental, social and corporate governance issues related to the Company’s operation and implementation status on to the board of directors every year that the latest report was made on Nov. 1, 2024 (details in Note 2 p.67), For detail, refer to the Company’s website athttp://www.scientech.com.tw. (II.) Upholding the ideal of “taking from society, giving back to society”, the Company has established a charity platform, through which the Company fulfils its corporate social responsibilities by means of donation, charity sale, and volunteer services. Instances in this regard include the group-buy platform that aims to help farmers, food donation, uniform invoice donation, used things donation, volunteer services, and blood donation; in doing so, we have contributed our humble efforts to the environment and society where we grew up. In 2016, the Company selected a charity ambassador to commend the ambassador’s enthusiastic participation in charity events. The Company participates in various activities every year to fulfill its corporate social responsibilities, and reports to the Board of Directors on Feb. 27, 2025 on the results of its efforts invested in environmental protection, community engagement, social contribution, social service, charity events, consumer rights, human rights, and safety and health (details in Note 1 p. 64 ~ 67). (III.) The Sustainable Development Committee listens to reports from the management team every year. The Sustainable Development Committee evaluates the possibility of success of these strategies and reports to the Board of Directors on the implementation of sustainable development in the current year. Based on the Sustainability Committee's report,the board of directors urges the CEO to review |
None |
57
| Evaluation Items | The State of Operation | Differences between the fulfillment of corporate social responsibility and the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and the reasons therefor: |
||
|---|---|---|---|---|
| Yes | Summary description | |||
| No | ||||
| the progress of the strategies and encourages the management team to make adjustments. |
||||
| II. Has the Company conducted risk assessments on environmental, social and corporate governance issues related to the Company's operations in accordance with the materiality principle, and formulated relevant risk management policies and strategies? |
V | II. The Company conducts risk assessments on the environmental, social, and corporate governance issues related to its operations in accordance with the principle of materiality, and formulates the motto “Comply with government laws and customer requirements; implement pollution prevention, energy conservation, and carbon reduction; improve work safety and health awareness; and conduct a review and make continuous improvement to reduce risks,” which is announced across the Group, aiming to implement environmental protection, safety and health,and reduce related operational risks(Note 2 onp.67). |
None | |
| III. Environmental Issues | ||||
| (I) Has the Company set up an appropriate environmental management system based on the characteristics of its industry? |
V | (I) Having a factory in Hsinchu Industrial Park, the Company acted by the environmental law and commissioned a licensed waste management company to handle the factory’s waste. As required by the Regulations Governing the Implementation of Labor Work Environment Monitoring, the Company commissions a qualified work environment monitoring agency to conduct testing for carbon dioxide, organic solvents, specific chemical substances, noise, etc. every six months. The Company has formulated its environmental, social, and health (ESH) policy and energy policy, the main content of which includes: 1. Comply with government laws and customer requirements; 2. implement pollution prevention, energy conservation, and carbon reduction; 3. improve work safety and health awareness; and 4. conduct a review and make continuous improvement to reduce risks. The Company has obtained the “Environmental Management System” (ISO14001: 2015) and “Occupational Safetyand Health Management System”(ISO |
None |
58
| Evaluation Items | The State of Operation | Differences between the fulfillment of corporate social responsibility and the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and the reasons therefor: |
||
|---|---|---|---|---|
| Yes | Summary description | |||
| No | ||||
| 45001:2018) certification. The certification validity period is from Apr. 30,2025 to Apr. 30,2028. |
||||
| (II) Is the Company committed to improvie energy efficiency and to the use of renewable materials with low environmental impact? |
V | (II) The Company values the recovery of waste water, waste gas, poisonous substances, and solvents; is committed to improving the utilization efficiency of various resources; heavily invests in environmental protection equipment; cooperates with the Environmental Protection Agency's garbage sorting and recycling policy to reduce the amount of waste in the factory, in order to achieve the goal of recycling and reuse; and formulates and adds the Regulations Governing the Monitoring of Hazardous Substances and Pollution to the ISO management system documentation system, so as to comply with regulations, fulfill the commitments of the Company's ESH policy, and lower the environmental impact. |
None | |
| (III) Does the Company evaluate the potential risks and opportunities of climate change to the Company now and in the future, and take corresponding measures to respond to climate related issues? |
V | (III) The Company has an Occupational Safety Office directly under the President which is in charge of ESH management. In addition, the Company has a factory in Hsinchu Industrial Park; the factory has dedicated and licensed occupational safety and environmental officers, who work with colleagues therein to implement environmental tasks as required by laws and regulations. To cope with the effect of climate change on the Company’s operations, the Company has formulated internal regulations for energy conservation, carbon reduction, and GHG emissions reduction. |
None | |
| (IV) Does the Company make statistics on greenhouse gas emissions, water consumption, and total weight of waste for the past two years, and formulate policies for greenhouse gas emissions reduction, water |
V | (IV) The Company compiles statistics on GHG emissions, water consumption, and total weight of waste for 2023 and 2024 (please refer to the Company's website athttp://www.scientech.com.tw), and has passed the ISO14001 Certification carried out by SGS. The Company has formulated the motto “Comply with government laws and customer requirements;implementpollutionprevention,energy |
None |
59
| Evaluation Items | The State of Operation | The State of Operation | The State of Operation | The State of Operation | Differences between the fulfillment of corporate social responsibility and the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and the reasons therefor: |
|||
|---|---|---|---|---|---|---|---|---|
| Yes | ||||||||
| No | Summary description | |||||||
| consumption reduction, or other waste management? |
conservation, and carbon reduction; improve work safety and health awareness; and conduct a review and make continuous improvement to reduce risks” as its ESH policy on energy conservation, carbon reduction, GHG emissions reduction, water consumption reduction, and management of other waste. The Company has an Occupational Safety Office directly under the CEO which is in charge of ESH management. In addition, the Company has a factory in Hsinchu Industrial Park; the factory has dedicated and licensed occupational safety and environmental officers, who work with colleagues therein to implement environmental tasks as required by laws and regulations. To cope with the effect of climate change on the Company’s operations, the Company has formulated internal regulations for energyconservation,carbon reduction,and GHG emissions reduction. Year (tonCO2e) GHG Emissions Category I Emissions Category II Emissions 2023 10,410.185 886.5829 9,523.6020 2024(Note) 10,517.875 227.0226 10,290.8520 Note:2024 data, not yet SGS verified Water consumption in 2023 and 2024 is 377,590 metric tons and 443,520 metric tons. The disclosure of hazardous & non-hazardous waste in the past two years is as follows. In the past two years, the waste recyclingrate was 87.5% and 83.6%. Year (ton) total weight of waste General waste Hazardous waste 2023 329.19 314.10 15.09 2024 371.01 353.74 17.27 |
|||||||
| Year (ton) |
total weight of waste |
General waste | Hazardous waste |
|||||
| 2023 | 329.19 | 314.10 | 15.09 | |||||
| 2024 | 371.01 | 353.74 | 17.27 | |||||
| IV. Social Issues |
60
| Evaluation Items | The State of Operation | Differences between the fulfillment of corporate social responsibility and the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and the reasons therefor: |
||
|---|---|---|---|---|
| Yes | Summary description | |||
| No | ||||
| (I) Has the company formulated relevant management policies and procedures in accordance with relevant laws and regulations as well as the International Bill of Human Rights? |
V | (I) To protect the basic human rights of employees, customers, and stakeholders, the Company disseminates information internally and formulates relevant regulations to ensure that every employee is treated fairly, humanely, and with dignity. Such regulations include the “Work Rules”, “Corporate Social Responsibility Best Practice Principles”, and “Regulations for Prevention, Correction, Complaint and Punishment of Sexual Harassment at Workplace”. In addition, the Company also makes available a complaint channel, so as to protect the rights and interests of employees, customers, and stakeholders. The Company has never employed any child labor. In addition, the Company has formulated the Work Rules according to the Act of Gender Equality in Employment and Employment Service Act, held regular labor- management meetings, and required suppliers to comply with the relevant provisions of RBA (please refer to the Company's website at http://www.scientech.com.tw). By complying with relevant labor laws and regulations, the Company ensures the legitimate rights and interests of employees. The personnel rules formulated by the Company are in line with the Labor Standards Act. The Company protects employee rights by abiding by the “work rules” and the Labor Standards Act. All matters related to employees are handled to a dedicatedperson. |
None | |
| (II) Has the Company established and implemented reasonable employee welfare measures (including remuneration, vacation, and other benefits) and appropriately reflected the business performance or results in the employee remuneration? |
V | (II) The Company has formulated and implemented reasonable employee welfare measures (see p.119 ~p.121 for details). Employee regeneration includes base salary, rewards, and employee bonus. On the systematic level, the management reflects the Company's operating performance and employee personal performance in employees’ remuneration. |
None | |
| (III) Does the Company provide employees with a safe and healthy working environment, and related education? |
V | (III) The Company has an Occupational Safety Office, a dedicated unit responsible for offering employees with a safe and healthy working environment. In addition, as required by the Regulations Governing |
None |
61
| Evaluation Items | The State of Operation | Differences between the fulfillment of corporate social responsibility and the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and the reasons therefor: |
||
|---|---|---|---|---|
| Yes | Summary description | |||
| No | ||||
| the Implementation of Labor Work Environment Monitoring, the office commissions a qualified work environment monitoring agency to monitor the work environment by testing for carbon dioxide, organic solvents, specific chemical substances, noise, etc. every six months. Any anomaly, if indicated by the testing results, is immediately corrected and improved to ensure the health of operators. The Company also announces and disseminate information on safety and health to employees. The Company has obtained "Environmental Management System" (ISO 14001:2015) and "Occupational Health and Safety Management System" (ISO 45001:2018) certifications. The validity period for both certifications is from April 30, 2025 to April 30, 2028. Regarding Company's employee personal safety and work environment protection measures and the implementation status, please refer to p. 123 in details. During the current year, the Company experienced one occupational accident and one injury, accounting for 0.13% of the total number of employees. The incident occurred due to the April 3rd earthquake, which caused objects to fall and injure an employee's toe. The subsequent prevention measure is to limit the height of stacking items to avoid injuries from falling. Number of fire incidents, number of casualties, and the casualty rate as a percentage of the total number of employees for our company this year, as well as relevant improvement measures in response to fires: None |
||||
| (III) Has the Company established an effective career development training program for employees? |
V | (IV) The Company provides relevant internal and external professional education and training to hone employees' career skills. The Company also encourages employees to assess their own interests, skills, values, and goals, and to communicate their career intentions with managers to developtheir careerplan. |
None | |
| (V) Does the company comply with the relevant laws and international standards with regards to customer health and safety,customer |
V | (V) The Company’s products are labeled in the manner prescribed by applicable laws and regulations as well as international standards. To protect consumers’ rights andprovide a channel for effective |
None |
62
| Evaluation Items | The State of Operation | Differences between the fulfillment of corporate social responsibility and the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and the reasons therefor: |
||
|---|---|---|---|---|
| Yes | Summary description | |||
| No | ||||
| privacy, and marketing and labeling of products and services, and implement consumerprotection andgrievancepolicies? |
communication with stakeholders, the Company designates its spokesperson to be the sole communication channel, through which complaints are filed and communication is carried out. |
|||
| (VI) Has the company formulated supplier management policies requiring suppliers to comply with relevant regulations on issues such as environmental protection, occupational safety and health, or labor rights, and what is the status of their implementation? |
V | (VI) The Company has formulated its “Supplier Management Procedures” and “Procurement Management Procedures”, which are the principles for supplier management. In addition to providing a safe working environment for employees, the Company, along with suppliers, is also committed to improving environmental, safety, and health standards and fulfilling corporate social responsibilities. The Company has formulated the motto “Comply with government laws and customer requirements; implement pollution prevention, energy conservation, and carbon reduction; improve work safety and health awareness; and conduct a review and make continuous improvement to reduce risks” as its ESH policy, which is announced across the Group, aiming to implement environmental protection and ensure safety and health. The Company actively communicates with suppliers to encourage them to broaden and deepen their ESH management. Meanwhile, suppliers are required to comply with the relevant provisions of RBA (please refer to the Company's website at http://www.scientech.com.tw) |
None | |
| V. Has the Company referred to international reporting standards or guidelines in its preparation of corporate social responsibility reports and other reports which disclose the Company's non-financial information? Does the company obtain third party assurance or certification for the reports above? |
V | V. The Company has refered to international reporting standards or guidelines in its preparation of corporate social responsibility reports and other reports which disclose its non-financial information, but has not yet obtained the confidence or assurance opinion from a third-party verification unit. |
The Company has implemented this evaluation item, but has not yet obtained the confidence or assurance opinion from a third-party verification unit. |
63
The State of Operation Differences between the fulfillment of corporate social responsibility and the Corporate Social Responsibility Evaluation Items Yes No Summary description Best Practice Principles for TWSE/GTSM Listed Companies and the reasons therefor: VI. If the Company has adopted its own sustainable development best practice principles based on the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies, please describe any deviation from the principles in the Company’s operations: Having formulated the “Sustainable Development Best Practice Principles” and continuing fulfilling its sustainable development responsibilities, the Company does not find the implementation thereof significantly deviated from the “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies”. For details, refer to Three - Corporate Governance Report - Status of Implementation of the Company’s Sustainable Development on p.57~p.67 of this annual report. VII. Other important information to facilitate better understanding of the company’s promotion of sustainable development: (I) Environmental protection: The Company deals with all matters related to environmental protection in accordance with relevant environmental laws and regulations. On the environmental protection front, in addition to contracting a licensed waste management company to periodically remove waste, as required by the environmental laws and regulations, the Company also promotes policy on conservation of consumption of water, electricity, paper, etc. inside the Company. in doing so, the Company expects itself to minimize environmental pollution and resource consumption for the Earth. The Company spares no efforts in the development of, and has launched, energy-efficient and environmentally-friendly products. (II) Social engagement, community engagement, social contribution, social service, charity events To care for the society, the Company is committed to R&D and sale of products that meet the customers’ needs while paying attention to align the production environment with environmental protection requirements. In addition, the Company spares no efforts in business administration to give back to shareholders and employees, hoping to create a win-win situation for shareholder, employees, customers, and suppliers. On the charity front, if there is a major natural disaster, the Company will be helpful by organizing monetary donation among employees, hoping to contribute its humble efforts for charitable cause. Over the past years, the Company had donated equipment to National Chung Hsing University and Academia Sinica; donated and sponsored the Merit Scholarship of National Tsing Hua University and Feng Chia University; sponsored religious organizations such as Shandao Temple; sponsored artists such as Fang-Yi Hsu, a dancer, and cultural and arts organizations such as the Kaohsiung Cultural Foundation; sponsored academic institutions such as Taiwan Proteomics Society, Taiwan Society for Mass Spectrometry, The Polymer Society, Taipei, Chinese Chemical Society, Providence University, Taiwan Ceramic Society, National Chung Cheng University, symposium on analytical technologies, The Physical Society of the Republic of China, PSROC, and National Taichung University of Education; and donated to Child Welfare League Foundation R.O.C., Hsiangyuan Memorial Nursery Home, and Taiwan Fund for Children and Families - Changhua. The Company also organizes blood donation events every year, and other charitable events such as charity fair and street sweeping activities within communities and factories. The Company has established a charity platform, through which the Company fulfils its corporate social responsibilities by means of donation, charity sale, and volunteer services. Instances in this regard include the group-buy platform that aims to help farmers, food donation, uniform invoice donation, used things donation, volunteer services, and blood donation; in doing so, we have contributed our humble efforts to the environment and society where we grew up. (III)For the status of implementation of employee rights and employee care, refer to Four. Operational Highlights - V. Labor relations (p.119~p.121). (IV) Human rights: To protect the basic human rights of employees, customers, and stakeholders, the Company disseminates information internally and formulates relevant regulations to ensure that every employee is treated fairly, humanely, and with dignity. Such regulations include the “Work Rules”, “Corporate Social Responsibility Best Practice Principles”, and “Regulations for Prevention, Correction, Complaint and Punishment of Sexual Harassment at Workplace”. In addition, the Company also makes available a complaint channel, so as to protect the rights and interests of employees, customers, and stakeholders. The Company has never employed any child labor. In
64
| Evaluation Items | The State of Operation | The State of Operation | The State of Operation | Differences between the fulfillment of corporate social responsibility and the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and the reasons therefor: |
|---|---|---|---|---|
| Yes | ||||
| No | Summary description | |||
| addition, the Company has formulated the Work Rules according to the Act of Gender Equality in Employment and Employment Service Act, held regular labor-management meetings, and required suppliers to comply with the relevant provisions of RBA (please refer to the Company's website at http://www. scientech.com.tw). (V) Work-life balance: As required by law, the Company implements the unpaid parental leave system and offers various welfare measures such as family care leave, paternity leave, period leave, and breast-feeding room; encourages employees to take a leave, provides a medical care center, arranges for a doctor to give diagnosis within the factory, and offers regular health check; and advocates club activities and encourages employees to exercise, and regularly holds family sports days. (VI) The Company has purchased related liability insurance for directors and managers. |
Note 1: Below are the Company’s charitable achievements:
Upholding the ideal of “taking from society, giving back to society”, the Company has established a charity platform, through which the Company fulfils its corporate social responsibilities by means of donation, charity sale, and volunteer services. Instances in this regard include the groupbuy platform that aims to help farmers, food donation, in-kind donation, uniform invoice donation, used things donation, volunteer services, and blood donation; in doing so, we have contributed our humble efforts to the environment and society where we grew up. Below are the operation of charitable events and the achievements therein up to December 31, 2024.
| Donated item | Beneficiary | Achievement |
|---|---|---|
| Donation of inventories | National Chung Hsing University; Academia Sinica; National Taichung University of Education; University of Taipei; Pingtung Christian Bethany Home; St. Francis Xavier Home for Girls; ZenLight Orphanage; Zenan Homeless Social Welfare Foundation - Wanhua Station; Yunlin Xinyi Orphanage; House of the Little Angels Kaohsiung; Taiwan Catholic Church Blue-sky Home; Hualien County Private Aboriginal Children; Christian Mountain Children's Home; GALILEEFAMILY Foundation;National Sun Yat-sen University;National ChengKungUniversity |
NT$43,584,479 |
| Blood donation events | Blood donation center | 837people;1,292 bags of blood. |
| Donation of cash | Chia Nan University of Pharmacy and Science; National Chung Hsing University; Taiwan Proteomics Society; Taiwan Society for Mass Spectrometry; The Polymer Society, Taipei; Chinese Chemical Society; Providence University; Taiwan Ceramic Society; National Chung Cheng University; symposium on analytical technologies; Feng Chia University; National Sun Yat-sen University; Shandao Temple; Fang-Yi Hsu; Kaohsiung Cultural Foundation; The Physical Society of the Republic of China, PSROC; Child Welfare League Foundation R.O.C.; TADD; molecular design research club; Gosh Foundation; Hsinchu County Fire Friends Association; New Taipei City Bethel Whole Person Care Association; Chung Yi Social Welfare Foundation; Harmony Home Association, Taiwan.; Austrian Commercial Office; Chunghwa Social Welfare Association; Nantou Renai Children's Home; Silver Grass Cultural and Creative Association; National Taiwan University Hospital; Federation For World Peace-Taiwan;The Pearls Buck Foundation: National Yilan Senior High School-OutstandingTalent Scholarship;MackeyMemorial Hospital’s medical service in the rural area. STP Seed |
NT$14,952,048 |
65
| Donated item | Beneficiary | Achievement |
|---|---|---|
Talent Training Program、House of The Little Angels Kaoshiung、Huashan Social Welfare Foundation、TaoyuanLOHAS Preschool 、Taiwan Dream Together Charity Association、Taitung Onesiphorus Children’s Home、WorldVision. National Tainan Science Park Experimental High School;iomedical Annual MeetingorAnnual Biomedical Conference;2024 Women's Boxer Chen Nien-chin; Hualien Hongye Great Beasts (Baseball) Team; 2024 Sponsorship of Performances at Japan's Suntory Hall; 2024 Life and Character Education Program for Disadvantaged Children in Taitung;2024 CompanyBeach CleanupEvent;PaperWindmill Theatre 368 Townships Children's Arts Project |
||
| Donation of food | Zenan Homeless Social Welfare Foundation - Wanhua Station; Andrew Charity Association; Moning Light Christian Association; Hualien County Private Aboriginal Children; VUVU Org.; Pingtung Wandan Houchun Village Community Development Association; St. Francis Xavier Girls Home - Miaoli; ZenLight Orphanage; Pingtung Christian Bethany Home; Yunlin Xinyi Orphanage; Harmony Home Association, Taiwan; Christian Salvation Service; House of the Little Angels Kaohsiung; Taiwan His Hands Christian Home; Yunlin Xinyi Orphanage; Genesis Social Welfare Foundation; JHF Foundation; Chunghwa Social Welfare Association; Nantou Renai Children's Home ;Huashan Social WelfareFoundation. |
Handmade noodles, drinks, fruits, milk powder, medical equipment, etc. |
| in-kind donation | Taiwan Fund for Children and Families - Changhua; Free the girls; Taiwan Root Medical Peace Corps; Hong-hua Foundation; Reindeer Children Home; Taipei City Mental Rehabilitation Family Association; Onesiphorus Children’s Home; Yude Orphanage; Eden Social Welfare Foundation; ZenLight Orphanage; Yunlin Xinyi Orphanage; Shunde Cultural Foundation - Shengdao Children's Home; The Garden of Hope Foundation - New Taipei Office & Material Center; Step 30; White Kite Orphanage; Harmony Home Foundation - Wenshan Women's and Children's Home; Good Shepherd Social Welfare Foundation; Christian Salvation Service; Ming-te Education and Nursing Institute; The Garden of Hope Foundation; Nantou County Renai Children's Home; ZenLight Orphanage; LOHAS Preschool; House of the Little Angels Kaohsiung; Sunshine Social Welfare Foundation; Hsinchu Aiheng Foundation; Zenan Homeless Social Welfare Foundation; St. Theresa Opportunity Center; Federation For World Peace-Taiwan; The Garden of Hope Foundation - Tainan Material Center; Huashan Social Welfare Foundation; Huashan Social Welfare Foundation - Xinfeng Love Angel Station; Catholic Mercy Hospital; Taipei Parents Association of Autism; i-Goods; Hualien County Private Aboriginal Children; Catholic Mercy Medical Foundation ;New Taipei City Toy Bank; Legal Charitable institution Hsin Miao the |
Christmas gifts, annual calendars, monthly calendars, baby supplies, stationery, used school bags, second-hand shoes, second-hand clothes, second-hand bags, used bras, used books, handmade soaps, electrical appliances, meals for the elderly, breakfast ingredients, COVID-19 Antigen self-test kit, expiring food, music CDs and DVDs, food, garbage bags, laundry detergent, dishwashing detergent, drying racks, kettle 、diaper、suppliesfor elders 、baseball pad、charityfood box, Charity New Year's Eve Dishes, Portable Video Intubation System…etc. |
Disabled Home; Taoyuan City Mentally Disabled Parents Association; World Vision、Taiwan Dream Together Charity |
||
| Association. 2024 "Love the Elderly, Love Family Reunion" Charity New Year's Eve Dinner, Taitung Christian Hospital | ||
| Charitable/health lecture | Colleagues | 92 sessions;5,781participants |
| Communityvisit | Minghsin UniversityOf Science And Technologyand CPMAH;National TsingHua UniversityEMBA | 3 sessions |
| Uniform invoice donation | Sunshine Social Welfare Foundation | Donated monthly |
| Helping local small farmers |
Hot Fruit; Wen-Min Organic Agriculture Ecopedagogyfarm; Bai Sian Agricultural Products Co., Ltd.; Laofuzi Farm; Laoheji Farm; Xiangying Organic Farm; Guanren Woyao Farm; Dingjia Bee Farm; Guaranteed Liability Pingtung County Calamondin Production Cooperative;ChenyingFarm;YuanxiangNatural Ecological Farm;Lvyuan Organic Farm; |
90 times of group buying for Taiwan locat small farmers |
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| Donated item | Beneficiary | Achievement |
|---|---|---|
| Yuanzhiguo Farm; SHUI LING Organic farm; Tainan-Dafeng Farm- Guiren Farm; Earth Friend Organic Farm; Changhua ALUMI farm. |
||
| Charity events | “Discovering the beauty of Taiwan” photo contest; “Power conservation expert” power-saving campaign; “Greening the Earth” - let's plant trees together! Scientech Charity Day - “Home delivery of warmth to community elders; call for materials”; Scientech 2020 “Deliver warmth to remote village - call for Christmas gift in a shoe box”; Huashan “Love the elderly, love reunion” Caring New Year dishes; World Peace Council - Rescue children in crisis; Warmth delivery to remote villages in 2021; Call for Christmas gift in a shoe box; Scinetech Volunteers for sorting out the used shoe; Scientech x Huashan “Warmth in May, Love the elderly” 、Basketball plan – Hualien-Taitung Basketball league prize collection、Love food boxes helpl poor children avoid hunger 、Donation for the baseball pads、Warmth delivery to remote villagesin 2023, Christmas gift collection 、Used toys collection and donation、Free the girls “Second-hand underwear collection”、Used shoes collected for Kenya, Africa. Baby Diaper Donation, Material Collection & Donation to Support Local Seniors in Hukou and Xinfeng, 2024 Love Food Boxes: Helping Underprivileged Children Not Go Hungry", 2024 Sending Warmth to Rural Areas: Christmas Gift Collection. Ocean CleanupBeach Event, TSMC Intergenerational CharityEvent |
53 sessions |
| Occupational Safety and healthpropaganda |
All employees | 34 times |
| Traffic Safety propaganda |
All employees | 24 times |
| Home environmental protection |
All employees | 36 times |
| Health Tips | All employees | 36 times |
| Health and wellness activities |
All employees | 13 times |
| Satisfaction survey | All employees | 1 time |
| EHS Questionnaire Survey |
All employees | 1 time |
Note 2: The Company has conducted risk assessments on environmental, social, and corporate governance issues related to the Company's operations in accordance with the materiality principle, formulated relevant risk management policies and strategies, and reported to the Board of Directors on November 1, 2024.
| Material issue | Risk evaluation Item | Risk management strategy |
|---|---|---|
| Environment | Environmental protection | The Company is committed to environmental protection. In order to reduce environmental impact, the Company takes the following actions: 1. Implement the ISO 14001 environmental management system and formulate target management plans every year. 2. Continue to promote waste reduction measures, implement pollution prevention, increase recycling rates, and move towards a |
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| Material issue | Risk evaluation Item | Risk management strategy |
|---|---|---|
| circular economy. 3. Cooperate with the government’s power saving measures (electricity saving >1% per year) 4. Faced with the issue of climate change, the Company faces the impact of greenhouse gases on the world and our industry, supporting the competent authorities in promoting 2050 net-zero carbon emissions, cooperating with the carbon neutrality required by stakeholders, and continue to formulate carbon reduction strategies. 5. In the process of new product development, sustainable issues such as energy saving, green products, packaging material reduction, circular economy… etc. are considered and introduced. |
||
| Social | Occupational safety and health (OSH) |
The Company is committed to providing a safe and friendly workplace for colleagues, maintaining colleagues' health, and complying with domestic laws and regulations. The Company has obtained ISO 45001 occupational safety and health management system certification. The Company regularly understands the needs and expectations of stakeholders every year, and conducts hazard identification, opportunity and risk assessment. In addition to setting targets and tracking improvements for major risks, the Company also looks for improvement opportunities. Continuously improve and manage risks. |
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(VII) Ethical Corporate Management – Implementation Status and Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons
| Differences from the Ethical | ||||
|---|---|---|---|---|
| The State of Operation | Corporate Management Best | |||
| Evaluation Items | Practice Principles for |
|||
| TWSE/TPEx Listed | ||||
| Yes | No | Summary description | Companies and the reasons | |
| for the differences | ||||
| I.Formulate ethical corporate management policy and plan | ||||
| (I) Does the company have an ethical corporate management policy approved by its Board of Directors, and bylaws and publicly available documents addressing its corporate conduct and ethics policy and measures, and commitment regarding implementation of such policy from the Board of Directors and the top management team? |
V | (I) The Company has formulated its “Codes of Ethical Conduct for Directors and Managers”, “Regulations for Prevention of Insider Trading”, “Ethical Corporate Management Best Practice Principles”, and “Regulations for Dealing with Reporting of Illegal, Unethical, or Dishonest Conduct”. Upholding the ideal of integrity, transparency, and accountability, the Company has also formulated its ethical corporate management policy, which prohibits directors, managers, and employees from engaging in unethical conduct and demands that all employees, when performing their duties, be honest, capable, and fair-minded and comply with government laws and regulations. The Board of Directors and the top management also fully understand, and strictly abide by, the said regulations andpolicy. |
None | |
| (II) Has the Company established a risk assessment mechanism against unethical conduct, analyzed and assessed on a regular basis business activities within their business scope which are at a higher risk of being involved in unethical conduct, and established prevention programs accordingly which at least cover the prevention measures against the conducts listed in Paragraph 2, Article 7 of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies? |
V | (II) The Company has formulated the “Codes of Ethical Conduct for Directors and Managers”, “Regulations for Prevention of Insider Trading”, “Ethical Corporate Management Best Practice Principles”, and “Regulations for Dealing with Reporting of Illegal, Unethical, or Dishonest Conduct”, by which the Company formulates its ethical corporate management policy and publicize such policy to employees. The Company will have the Audit Office regularly analyze the operating activities within the Company’s business scope that have higher unethical risk. |
None |
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| Differences from the Ethical | ||||
|---|---|---|---|---|
| The State of Operation | Corporate Management Best | |||
| Evaluation Items | Practice Principles for |
|||
| TWSE/TPEx Listed | ||||
| Yes | No | Summary description | Companies and the reasons | |
| for the differences | ||||
| (III) Does the company clearly set out the operating procedures, behavior guidelines, and punishment and appeal system for violations in the unethical conduct prevention program, implement it, and regularly review and revise the plan? |
V | (III) To implement the Company’s Ethical Corporate Management Best Practice Principles, the Company has established an effective accounting system and internal control system, which are regularly reviewed and modified to ensure the effectiveness of their design and implementation. In addition, the Company has also formulated the “Ethical Corporate Management Best Practice Principles” and “Codes of Ethical Conduct for Directors and Managers”, which state that directors or managers in violation of the code of ethical conduct will be subject to the disciplinary measures set out therein. Meanwhile, “ethics and pragmatism” are promoted as the foundation of the Company's business philosophy in its annual meeting and executive meeting. The “Regulations for Prevention of Insider Trading” and “Regulations for Dealing with Reporting of Illegal, Unethical, or Dishonest Conduct” set out a disciplinarysystem and agrievance filingsystem, and are fullyimplemented. |
None | |
| II. The implementation of ethical corporate management | ||||
| (I) Does the company assess the ethics records of whom it has business relationship with and include business conduct and ethics related clauses in the business contracts? |
V | (I) Before trading with major customers, the Company assesses their legitimacy and reviews their credit record to avoid trading with an unethical counterparty. Article 11: Ethical Obligation of the Work Rules also stipulates that employee be honest and not take bribery or tolerate illegal lobbying. According to applicable internal regulations, if a transaction counterparty or a partner is found to engage in unethical conduct, the Company shall immediately cease the business relationship with them and put them on the blacklist, so as to implement the Company’s ethical corporate managementpolicy. |
None | |
| (II) Has the company set up a dedicated unit to promote ethical corporate management under the board of directors, and does it regularly (at least once a year) report to the board of directors on its ethical corporate management policy and |
V |
(II) The Company’s Chairman's Office regularly reports to the audit committee and the board of directors every year to promote the implementation of corporate integrity management, which the latest report was made on Feb 27, 2025. The Company has formulated the “Ethical Corporate Management Best Practice Principles”, “Regulations for Prevention of Insider Trading”, and “Regulations for Dealingwith Reportingof Illegal, Unethical, or Dishonest Conduct”, and |
None |
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| Differences from the Ethical | ||||
|---|---|---|---|---|
| The State of Operation | Corporate Management Best | |||
| Evaluation Items | Practice Principles for |
|||
| TWSE/TPEx Listed | ||||
| Yes | No | Summary description | Companies and the reasons | |
| for the differences | ||||
| program to prevent unethical conduct and monitor their implementation? |
established a reporting system, disciplinary system, and complaint filing system, so as to implement the ethical corporate management policy. The implementation of ethical corporate management in 2024 includes (1) Education and training (including trainings for new employees that total 1,984 participants and 4,306 hours per month; such training courses include ethical corporate management; business secret protection; information security policy; intellectual property management policy; prevention of workplace violence/sexual harassment; labor safety education and training; and ESH policies. (2)Director Training Course: Corporate Governance and Prevention of Insider Trading Laws and Regulations (3)The company established a reporting system and complaint filing channels, etc. (for details, visit the Company’s website athttp://www.scientech.com.tw. There was no unethical conduct found in 2024. (4.) In 2024, the course “Ethical Corporate Management Best Practice Principles and Illegal Infringement at Workplace” was given online to ensure that all employees are aware of the Company’s ethical corporate management policy and philosophy. Internal training courses include anti-corruption at workplace, Ethical Corporate Management Best Practice Principles at workplace (including prevention of insider trading), and illegal infringement at workplace, totaling1,395.5 hours,participated by775people. |
|||
| (II) Does the Company establish policies to prevent conflict of interests, provide appropriate communication and complaint channels and implement such policies properly? |
V | (III) Employees aware of any conflict of interest may report to either their immediate supervisor, or to the top management by phone or email. |
None |
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| Differences from the Ethical | ||||
|---|---|---|---|---|
| The State of Operation | Corporate Management Best | |||
| Evaluation Items | Practice Principles for |
|||
| TWSE/TPEx Listed | ||||
| Yes | No | Summary description | Companies and the reasons | |
| for the differences | ||||
| (IV) Does the company have effective accounting and internal control systems in place to enforce ethical corporate management? Does the internal audit unit follow the results of unethical conduct risk assessments and devise audit plans to audit compliance with the systems to prevent unethical conduct or hire outside accountants toperform the audits? |
V |
(IV) The Company’s Regulations Governing Procedure for Board of Directors Meetings stipulate interest recusal. As a result, the Company’s directors recuse themselves from voting of a motion if they are an interest party to the motion. The employee complaint filing channels of the Company are fairly smooth. Employees may directly lodge their complaints, or may do so via their immediate supervisor. |
None | |
| (V) Does the Company provide internal and external ethical conduct training programs on a regular basis? |
V |
(V) The Company has set up an effective accounting system and internal control system, and regularly reviews and revises them. In addition, the Company also has dedicated audit personnel, who are responsible for regularly auditing the accounting systems and the internal control system and proposing suggestions for improvement to ensure the continuous effectiveness of the design and implementation of the systems, and for preparing an audit report and submitting it to the Audit Committee members and the Board of Directors. For details of internal and external education and trainings, refer to p.49+p.74+p.119 ; |
None | |
| III. The operation of the Company's whistleblower reportingsystem | ||||
| (I) Does the Company establish specific whistleblowing and reward procedures, set up conveniently accessible whistleblowing channels and designate responsible individuals to handle the complaints received? |
V | (I) The Company has set up the “Regulations for Dealing with Reporting of Illegal, Unethical, or Dishonest Conduct” and “Employee Opinion Mailbox Management Procedures”, and“external whistleblowing channels and internal whistleblowing channels” aswell as an employee mailbox. Employees may report any misconduct or file their complaints, either directly or via their immediate supervisor. Misconduct reported and complaints lodged will be dealt with bythe various responsible units. |
None |
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| Differences from the Ethical | ||||
|---|---|---|---|---|
| The State of Operation | Corporate Management Best | |||
| Evaluation Items | Practice Principles for |
|||
| TWSE/TPEx Listed | ||||
| Yes | No | Summary description | Companies and the reasons | |
| for the differences | ||||
| (II) Does the Company establish standard operating procedures for investigating the complaints received, follow-up measures to be adopted, and the related confidentiality measures after investigation? |
V |
(II) The Company has formulated the “Regulations for Dealing with Reporting of Illegal, Unethical, or Dishonest Conduct”, which specifies a reporting system and a confidentiality mechanism. The relevant documents and materials are regarded as confidential, and all personnel involved in the handling are responsible for the keepingtheprocess confidential in whole. |
None | |
| (III) Does the Company adopt proper measures to shield a whistleblower from retaliation for filing grievances? |
V | (III) The Company’s reporting procedures stipulate that the identity of whistle- blowers be kept confidential. As a result, the whistle-blower won’t be retaliated for turning anyone in. |
None | |
| IV. Enhance Information Disclosure | ||||
| (I) Does the Company disclose the content and implementation results of its Ethical Corporate Management Best Practice Principles on its website and the Market Observation Post System? |
V | (I) The Company has a company website, and has disclosed the content and implementation results of its Ethical Corporate Management Best Practice Principles on its website and the Market Observation Post System. |
None | |
| V. If the company has adopted its own ethical corporate management best practice principles based on the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, please describe any deviations between the principles and their implementation: The Company has formulated its “Ethical Corporate Management Best Practice Principles”, the operation of which is not significantlydifferent from the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies”. |
||||
| VI. Other important information to facilitate a better understanding of the status of operation of the company’s ethical corporate management policies (e.g., the company’s reviewing and amending of its ethical corporate management best practice principles): The Company has formulated its “Ethical Corporate Management Best Practice Principles”, the operation of which is not significantlydifferent from the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies”. |
(VIII) Other important information conducive to understanding the operations of corporate governance
- The Company has formulated the “Regulations for Prevention of Insider Trading” and the “Regulations for Dealing with Reporting of Illegal, Unethical, or Dishonest Conduct”. In addition, the Company has a person dedicate to have the information on the Company’s operations approved by the competent authority within the timeframe and in the manner specified by the competent authority; any material information treatment or
73
disclosure thereafter will be carried out on the same basis. Meanwhile, the Company from time to time informs insiders of any material internal information.
- The Company encourages senior executives, and arranges for them, to participate in corporate governance courses. Below is the participation by the Company’s managers in corporate governance courses in 2024 and in the current year up to the publication date of the annual report:
| Number of | |||||
|---|---|---|---|---|---|
| Title | Date | Name | Organizer | Course name | |
| hours | |||||
| Corporate Governance Officer | 2024/3/22 | Shu-Chen,Shen | Taiwan Stock Exchange,TWSE | CDP Taiwanpress conference | 3 |
| Corporate Governance Officer | 2024/6/6 | Shu-Chen,Shen | Taiwan Stock Exchange,TWSE | Create a new carbon era publicity conference with sustainable knowledge |
7 |
| Corporate Governance Officer | 2024/8/8 | Shu-Chen,Shen | Taiwan Corporate Governance Association , TCGA | Enterprise sustainability and resilience management |
3 |
| Corporate Governance Officer | 2024/9/4 | Shu-Chen,Shen | Taiwan Corporate Governance Association , TCGA | Net Zero Carbon Emissions Promotion Conference |
3 |
| Corporate Governance Officer | 2024/10/18 | Shu-Chen,Shen | Securities & Futures Institute | 2024 Annual Insider Trading Prevention Promotion Conference |
3 |
| Corporate Governance Officer | 2024/11/1 | Shu-Chen,Shen | Taiwan Corporate Governance Association , TCGA | Performance evaluation practices related to corporate "ESG sustainability" and "risk management" |
3 |
| Corporate Governance Officer | 2024/11/22 | Shu-Chen,Shen | Securities & Futures Institute | 2024 Annual Insider Equity Transaction Legal Compliance Promotion and BriefingSession |
3 |
| Associate vice president, AccountingDivision |
2024/5/30~ 2024/5/31 |
Shao-Che,Chuang | Accounting Research and Development Foundation | Continuing Education Course for Accounting Supervisors |
12 |
| Manager | 2024/7/26、 2024/8/2 |
Cheng-Nan,Chen | Accounting Research and Development Foundation | Accounting Supervisor Continuing Education Course |
12 |
| Manager of the Audit Office | 2024/11/6 | Chi Wu | Accounting Research and Development Foundation | Corporate Fraud Investigation Practice and Case Analysis |
6 |
| Manager of the Audit Office | 2024/12/3 | Chi Wu | Accounting Research and Development Foundation | The latest revision of the "Guidelines for Establishing Internal Control Systems" and the practical compliance with internal audit and internal control laws related to financial report preparation |
6 |
| Manager | 2024/9/30 | Judy Yuan | Accounting Research and Development Foundation | The latest "Annual Report/Sustainability Information/Financial Report Preparation" related laws and regulations analysis and internal control managementpractices |
6 |
74
| Number of | |||||
|---|---|---|---|---|---|
| Title | Date | Name | Organizer | Course name | |
| hours | |||||
| Manager | 2024/10/1 | Judy Yuan | Accounting Research and Development Foundation | The latest revision of the "Guidelines for Establishing Internal Control Systems" and the practical compliance with internal audit and internal control laws related to financial report preparation |
6 |
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-
(IX) The implementation status of the internal control system should disclose the following matters
-
Statement of internal control : Please refer to the website of Market Observation Post System: corporate governance/internal control/internal control statement announcement https://mopsov.twse.com.tw/mops/web/t06sg20
-
Where a CPA has been hired to carry out a special audit of the internal control system, furnish the CPA audit report: None.
-
(X) Material resolutions of a shareholders meeting and a board of directors meeting during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report.
In 2024 up to the publication date of this annual report, the Company has held 1 General Shareholders’ Meeting and 8 Board of Directors meetings, the major resolutions of which are as follows:
| Meeting | Date | Motion content |
|---|---|---|
| Shareholders’ meeting |
June 14, 2024 | I. Acceptance |
| 1. Subject Matter: The Company’s 2023 Business Report and Financial Statements (includingthe Consolidated Financial Statements), proposed for acceptance. |
||
| Resolution: Accepted asproposed through a resolution. | ||
| 2. Subject Matter: The Company’s Earnings Distribution Proposal for 2023, submitted for acceptance. |
||
| Resolution: The proposal was accepted as proposed through a resolution. The Company set the ex-dividend date for July 4, 2024, and distributed a cash dividend of NT$4.0per share on July25,2024. |
||
| II. Election : | ||
| 1. Proposal for the Company's full re-election of the board of directors (including independent directors) |
||
| Resolution: Hung-Liang Hsieh , Chung-Ho Shaw, Han-Liang Hu, Ming-Chi Hsu and Wei-Lin Hsieh were elected as regular directors; Cheng-Li Yang, Shui-Chuan Shin, Chun-Chi Lin and Sung-Jen Fang were elected as independent directors. In accordance with relevant regulations, the Company applied to the Ministry of Economic Affairs for the registration of director changes, which was approved on July31,2024. |
||
| III. Discussion | ||
| 1. Liftingthe non-competition restrictions for directors | ||
| Resolution: Resolved to lift the non-competition restrictions for directors: Hung- LiangHsieh,Chung-Ho Shaw,Han-LiangHu,Ming-Chi Hsu and Wei-Lin Hsieh |
||
| Board of Directors’ meeting |
17th meeting of the 10th session Feb. 29, 2024 |
Report item 1: Report on results of the ethical corporate management and sustainable development endeavor in 2023. |
| Report item 2: Report on the performance evaluation of the Board of Directors for 2023. |
||
| Report item 3: Report on the communication between CPAs and the governance body. |
||
| Report item 4: Report on the Company’s timeline for GHG inventory and verification in support of the FSC’s “Sustainable Development Roadmap”. |
||
| Report item 5: Report to the board of directors the results of its review of whether the qualifications of independent directors comply with relevant laws and regulations during their term of office: After review, the Company's three current independent directors all meet the independence of relevant laws and regulations. |
||
| 1. Proposal on employee remuneration and director remuneration for 2023. |
76
| 2. Proposal on the Company’s Business Report for 2023. | ||
|---|---|---|
| 3. Proposal on the Company’s 2023 final accounting books (including the consolidated financial statements); |
||
| 4. Proposal on the Company’s Earnings Distribution Proposal for 2023. | ||
| 5. Proposal to set the base date and distribution date for the earnings distribution in cash for 2023. |
||
| 6. The Company’s directors are fully re-elected. (including independent directors) | ||
| 7. Proposal to pass the list of candidates for directors (including independent directors)nominated bythe board of directors. |
||
| 8. Lifting non-competition restrictions on directors. | ||
| 9. The Company plans to issue the first domestic unsecured converted corporate bonds and the second domestic unsecured converted corporate bonds. |
||
| 10. Proposal to appoint the attesting CPAs for the Company’s 2024 financial statements. |
||
| 11. Proposal on loaning of funds to others. | ||
| 12. Proposal to issue the Company’s 2023 Internal Control System Statement. | ||
| 13. Revise the Company’s “Regulations Governing Procedure for Board of Directors Meetings”. |
||
| 14. Revise the Company’s “Audit Committee Organizational Rules”. | ||
| 15. Proposal to issue the Company’s 2022 sustainable development report. | ||
| 16. Proposal on matters related to convening of the 2024 General Shareholders’ Meeting. |
||
| Board of Directors meeting |
18th meeting of the 10th session May 5, 2024 |
Report item 1: Directors are encouraged to attend SCIENTECH Shareholders' Meetingto be held on June 14,2024. |
| Report item 2: Report on the communication with the stakeholders in 2023. | ||
| Report item 3: Report on the results of the 10th Corporate Governance Evaluation. | ||
| Report item 4: Report on the Company’s timeline for GHG inventory and verification in support of the FSC’s “Sustainable Development Roadmap”. |
||
| Report item 5: Report on the communication between CPAs and the governance body. |
||
| Board of Directors meeting |
1th meeting of the 11th session June 14, 2024 |
1. Proposal to elect Chairman |
| 2. Proposal on the appointment of the 6thRemuneration Committee. | ||
| 3. Proposal on the appointment of the 2ndSustainable Development Committee | ||
| Board of Directors meeting |
2th meeting of the 11th session Aug. 8, 2024 |
Report item 1.Report on the Company’s timeline for GHG inventory and verification in support of the FSC’s “Sustainable Development Roadmap”. Please refer to attachment 4 |
| Report item 2: Report on the communication between CPAs and the governance body. |
||
| 1. The Company's 2023 SustainabilityReport. | ||
| 2. Formulate the Company's "operating procedures for the preparation and assurance of sustainabilityreports" |
||
| 3. Proposal to change and modify the bank loans about to mature in order to expand the room for negotiation for a more favorable interest rate for bank loans and financingfacilities,thus meetingthe Company’s operatingneeds. |
||
| 4. Proposal to change and modify the bank loans about to mature in order to expand the room for negotiation for a more favorable interest rate for bank loans and financingfacilities,thus meetingthe Company’s operatingneeds. |
77
| 5. The Company intended to extend the endorsement and guarantee provided by the Company for a short-term, unsecured, general credit bank financing facility of Scientech Engineering (HongKong)Limited for another oneyear. |
||
|---|---|---|
| 6. Proposal to change and modify the bank loans about to mature in order to expand the room for negotiation for a more favorable interest rate for bank loans and financingfacilities,thus meetingthe Company’s operatingneeds. |
||
| Board of Directors meeting |
3th meeting of the 11th session Nov. 1, 2024 |
Report item 1: Report on the Company’s assessment of the risks pertaining to the Company’s material operating issues that were identified by referencing the materiality principles for corporate social responsibilities. |
| Report item 2: Report on the status of implementation of the Company’s IPR managementplan. |
||
| Report item 3: Report on the Company’s timeline for GHG inventory and verification in support of the FSC’s “Sustainable Development Roadmap”. |
||
| Report item 4: Report on the communication between CPAs and the governance body. |
||
Report item 5: Report on the liabilityinsurance for the directors and managers. |
||
| Report item 6: Report on the disposal of Forward Science Corp.’s shares. | ||
| 1. Subsidiary Scientech Engineering Corp.(Shanghai)’. intends to establish the "Procedures for Acquisition or Disposal of Securities Investments" and the "Internal Control System for the Investment Cycle." |
||
| 2. In order to strengthen and adjust the external investment structure of the internal organization of the group, it is planned to sell all the shares of Xtek Semiconductor (Huangshi) Co., Ltd. held by its overseas subsidiary Transcend Capital Corp. to its subsidiaryScientech EngineeringCorp.(Shanghai). |
||
| 3. Proposal on the 2025 annual auditplan | ||
| Board of Directors’ meeting |
4th Meeting of the 11th session Dec. 13, 2024 |
1. Report item 1: Report on Company’s information security |
| 2. Report item 2: Report on Company's risk managementpolicies andprocedures | ||
| 3. Report item 3: Report on the disposal of Forward Science Corp.’s shares. | ||
| 1. Proposal to draft the Company’s financial forecast for 2024. | ||
| 2. To meet the Company’s operating needs and enhance its financial structure, the Company intends to apply for bank’s med/long term loan in performance guarantee. |
||
| Board of Directors’ meeting |
5th Meeting of the 11th session Jan. 7, 2025 |
1. Amendment to the Subsidiary’s "Procedures for Acquisition or Disposal of Assets” |
| 2. Subsidiary purchases office | ||
| 3. Dissolution of the subsidiary “Transcend Capital Corp.” | ||
| Board of Directors’ meeting |
6th Meeting of the 11th session Feb. 27, 2025 |
Report item 1: Report on results of the ethical corporate management and sustainable development endeavor |
| Report item 2: Report on the Company’s timeline for GHG inventory and verification in support of the FSC’s “Sustainable Development Roadmap” |
||
| Report item 3: Report on the performance evaluation of the Board of Directors for 2024 |
||
| Report item 4: Report on the communication between CPAs and the governance body |
||
| 1. Proposal on employee remuneration and director remuneration for 2024. | ||
| 2. Proposal on the Company’s Business Report for 2024. | ||
| 3. Proposal on the Company’s 2024 final accounting books (including the consolidated financial statements); |
||
| 4. Proposal on the Company’s Earnings Distribution Proposal for 2024. | ||
| 5. Proposal to set the base date and distribution date for the earnings distribution in cash for 2024. |
78
-
Amendment to Company’s “Articles of Incorporate” 7. Proposal to appoint the attesting CPAs for the Company’s 2025 financial statements.
-
Proposal on loaning of funds to others.
-
Proposal to issue the Company’s 2024 Internal Control System Statement. 10. Proposal on matters related to convening of the 2025 General Shareholders’ Meeting.
-
Appointment of Head of R&D Department
-
(XI) Where, during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, a director or supervisor has expressed a dissenting opinion with respect to a material resolution passed by the board of directors, and said dissenting opinion has been recorded or prepared as a written declaration, disclose the principal content thereof: None.
IV. Audit fee of independent auditors
- (I) Amounts of the audit fees and non-audit fees paid to the attesting certified public accountants and to the accounting firm to which they belong and to any affiliated enterprises as well as the details of non-audit services.
| Unit: NT$ thousand | Unit: NT$ thousand | |||||
|---|---|---|---|---|---|---|
| Non- | ||||||
| CPA | Audit fee | |||||
| CPA Name | CPA audit period | audit fee | Total | Remarks | ||
| Firm | (Note 1) | |||||
| (Note 2) | ||||||
| Deloitte & Touche Taiwan |
Hui-Min Huang Yu-Cheng Hsin |
Jan. 1, 2024~Dec.31, 2024 |
4,886 | 354 | 5,240 |
Note 1: Audit fee means the fee paid by the Company to the attesting CPAs for audit, review, and cross validation of the financial statements.
-
Note 2: None-audit fee means the fee for education and training, other review services, and tax attestation services.
-
When the company changes its accounting 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: None.
-
When the audit fees paid for the current fiscal year are lower than those for the previous fiscal year by 10 percent or more, the reduction in the amount of audit fees, reduction percentage, and reason(s) therefor shall be disclosed: None.
V. Information on replacement of CPAs:
If the company has replaced its certified public accountant within the last 2 fiscal years or any subsequent interim period, it shall disclose the following information:
79
一 ( ) Former CPAs
| Date of change | Feb. 9, 2024 | Feb. 9, 2024 | Feb. 9, 2024 | Feb. 9, 2024 | Feb. 9, 2024 |
|---|---|---|---|---|---|
| The reason and explanation of changes |
In compliance with regulatory requirement on rotation, starting from 2024, the CPA Hui-Min Huang retained and CPA Chih-Ming Shao was replaced by CPA Yu-Cheng Hsin. |
||||
| State whether the appointment is terminated or rejected by the consignor or CPAs |
Client Status |
CPA |
Consignor | ||
| Appointment terminated automatically |
Not available | Not available | |||
| Appointment rejected (discontinued) |
Not available | Not available | |||
| The opinions other than unmodified opinion issued in the last two years and the reasons for the said opinions |
None | ||||
| Is there any disagreement in opinion with the issuer |
Yes | Accounting principle orpractice | |||
| Disclosure of financial statements | |||||
| Auditing scope or procedures | |||||
| Others | |||||
| No | V | ||||
| Explanation | |||||
| Supplementary Disclosure (Disclosures Specified in Article 10.6.1.4~7 of the Standards) |
None |
( 二 ) Successor CPAs
二)Successor CPAs |
|
|---|---|
| Accountingfirm | Deloitte & Touche |
| CPA | Hui-Min Huang,Yu-ChengHsin |
| Date of Engagement | Approved byBoard of Directors on Feb. 29,2024 |
| Prior to the formal Engagement, any inquiry or consultation on the Accounting Treatment or Accounting Principles for specific transactions, and the type of audit opinion that might be rendered on the financial report |
None |
| Written Opinions from the Successor CPAs that are Different from the Former CPA's Opinions |
None |
80
-
VI. Where the company's Chairman, president, or any managerial officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its certified public accountant or at an affiliated enterprise of such accounting firm, the name and position of the person, and the period during which the position was held, shall be disclosed: None.
-
VII. Any equity transfer or change in equity pledged by a director, managerial officer, or shareholder with a 10% stake or more during the most recent year or during the current year up to the date of publication of the annual report:
-
Please refer to the website of Market Observation Post System:
Market Observation Post System/Basic Information/Directors, Supervisors, and Major Shareholders' Shareholding, Pledge, and Transfer
https://mopsov.twse.com.tw/mops/web/index
- Changes in shares transferred and pledged by shareholder
| Name | Reason for transfer |
Date of transaction |
Counterparty | Relationship between the counterparty and the Company’s directors, supervisors, managerial officers, and major shareholders with a stake of more than 10% |
Shares | Transaction price |
|---|---|---|---|---|---|---|
| Hung-Liang Hsieh |
Donor | 113.01.12 | Wei-Wen Hsieh |
Father | 72,639 | 206.50 |
| Hung-Liang Hsieh |
Donor | 113.01.12 | Wei-Lin Hsieh |
Father | 48,426 | 206.50 |
| Wei-Lin Hsieh |
Donee | 113.01.12 | Hung-Liang Hsieh |
Children | 48,426 | 206.50 |
| Wei-Lin Hsieh |
Donee | 113.01.15 | Fen-Ching Hsieh-Chiu |
Children | 24,213 | 206.50 |
II. Information on the counterparty to a stock transfer who is also a related party: None
81
VIII. Information on the top ten shareholders with the largest shareholding ratio, who are related persons, spouses, or relatives within the second degree. Mar. 25, 2025
| Name | Shareholding | Shareholding | The name of the entity or person and their relationship to | The name of the entity or person and their relationship to | |||||
|---|---|---|---|---|---|---|---|---|---|
| Shareholding of spouse | Total shares held in the | any of the other top 10 shareholders with which the |
|||||||
| Remarks | |||||||||
| and minor children | name of others | person is a related party or has a relationship of spouse or | |||||||
| relative within the 2nd degree. | |||||||||
| Shares | Number of | Number of | |||||||
| Ownership | Ownership | Ownership | Name | Relationship | |||||
| shares | shares | ||||||||
| Hung-Liang Hsieh | 7,822,390 | 9.74% | 5,974,007 | 7.44% | 0 | 0 | Fen-Ching Hsieh-Chiu Wei-Lun Hsieh Wei Lin Hsieh Wei-Wen Hsieh |
Spouse 1st degree of kinship 1st degree of kinship 1st degree of kinship |
- |
| Fen-Ching Hsieh-Chiu | 5,974,007 | 7.44% | 7,822,390 | 9.74% | 0 | 0 | Hung-Liang Hsieh Wei-Lun Hsieh Wei Lin Hsieh Wei-Wen Hsieh |
Spouse 1st degree of kinship 1st degree of kinship 1st degree of kinship |
- |
| Nextgem Inc. (Representative: Ying-Yin Chiu) |
3,964,292 | 4.94% | — | — | 0 | 0 | Paradigm Investment Corp. Hong Lun Investment Corp. Huan ZhongInvestment Corp. |
The Chairmen are the same person |
- |
| Paradigm Investment Corp. (Representative: Ying-Yin Chiu) |
3,647,721 | 4.54% | 0 | 0 | 0 | 0 | Nextgem Inc. Hong Lun Investment Corp. Huan ZhongInvestment Corp. |
The Chairmen are the same person |
- |
| Hong Lun Investment Corp. (Representative: Ying-Yin Chiu) |
3,373,277 | 4.21% | 0 | 0 | 0 | 0 | Nextgem Inc. Paradigm Investment Corp. Huan ZhongInvestment Corp. |
The Chairmen are the same person |
|
| Wei-Lun Hsieh | 2,817,065 | 3.51% | 0 | 0 | 0 | 0 | Hung-Liang Hsieh Fen-Ching Hsieh-Chiu Wei-Lin Hsieh Wei-Wen Hsieh |
1st degree of kinship 1st degree of kinship A relative within the 2nd degree of kinship A relative within the 2nd degree of kinship |
- |
| Huan Zhong Investment Corp. (Representative: Ying-Yin Chiu) |
2,352,909 | 2.93% | 0 | 0 | 0 | 0 | Nextgem Inc. Paradigm Investment Corp. Hong Lun Investment Corp. |
The Chairmen are the same person |
- |
| Wei-Lin Hsieh | 1,589,573 | 1.98% | 0 | 0 | 0 | 0 | Hung-Liang Hsieh Fen-Ching Hsieh-Chiu Wei-Lun Hsieh |
1st degree of kinship 1st degree of kinship |
- |
82
| Name | Shareholding | Shareholding | The name of the entity or person and their relationship to | The name of the entity or person and their relationship to | |||||
|---|---|---|---|---|---|---|---|---|---|
| Shareholding of spouse | Total shares held in the | any of the other top 10 shareholders with which the |
|||||||
| Remarks | |||||||||
| and minor children | name of others | person is a related party or has a relationship of spouse or | |||||||
| relative within the 2nd degree. | |||||||||
| Shares | Number of | Number of shares |
Name | ||||||
| Ownership | Ownership | Ownership | Relationship | ||||||
| shares | |||||||||
| Wei-Wen Hsieh | A relative within the 2nd degree of kinship A relative within the 2nd degree of kinship |
||||||||
| Citibank Taiwan in custody for Norges Bank |
1,364,000 | 1.70% | — | — | — | — | — | — | — |
| Concord Investment Corp. |
1,283,214 | 1.60% | — | — | — | — | — | — | — |
83
IX. The total number of shares and the consolidated equity stake percentage held in any single investee enterprise by the Company, its directors, managerial officers, or any companies controlled either directly or indirectly by the Company
| 2024.12.31;Unit: Thousand shares;% | 2024.12.31;Unit: Thousand shares;% | 2024.12.31;Unit: Thousand shares;% | 2024.12.31;Unit: Thousand shares;% | |||
|---|---|---|---|---|---|---|
| Ownership by Directors, | ||||||
| Ownership by the | Managers and | |||||
| Total Ownership | ||||||
| Company | Directly/Indirectly | |||||
| Investor | ||||||
| Owned Subsidiaries | ||||||
| Number of | Number of | Number of | ||||
| Ownership | Ownership | Ownership | ||||
| shares | shares | shares | ||||
| Scientech Investment Corp. | 5,540 | 100 | 0 | 0 | 5,540 | 100 |
| Acromass Technologies,Inc. | 27,000 | 100 | 0 | 0 | 27,000 | 100 |
| Natgem Inc. | 800 | 100 | 0 | 0 | 800 | 100 |
| Scientech GMBH | Note1 | 100 | 0 | 0 | Note1 | 100 |
| Transcend Capital Corp. | 14,290 | 100 | 0 | 0 | 14,290 | 100 |
| Simple Investment Corp. | 0 | 0 | 4,906 | 100 | 4,906 | 100 |
| Scientech EngineeringUSA Corp. | 0 | 0 | 300 | 100 | 300 | 100 |
| Scientech EngineeringCorp.(Shanghai) | 0 | 0 | Note1 | 100 | Note1 | 100 |
| Scientech Engineering (Hong Kong) Limited |
0 | 0 | Note1 | 100 | Note1 | 100 |
| YAYATECH Co. Ltd. | 6,723 | 40 | 0 | 0 | 6,723 | 40 |
Note 1: Unlimited shares of a limited company.
84
Three. Fund Raising Status
I. Capital and shares
(I) Source of share capital
| April 24,2025 | April 24,2025 | April 24,2025 | April 24,2025 | April 24,2025 | ||||
|---|---|---|---|---|---|---|---|---|
| Authorized capital | ||||||||
| Paid-in capital | Remarks | |||||||
| stock | ||||||||
| Issuance | Shares (in thousand shares) |
Amount (NT$thousa nd) |
Shares (in thousand shares) |
Amount (NT$thousa nd) |
Capital increase | |||
| Capital paid | ||||||||
| Date | price | effective (approval) |
||||||
| in by assets | ||||||||
| (NT$) | Source of share capital | date and the | ||||||
| other than | ||||||||
| number of official | ||||||||
| cash | ||||||||
| letter | ||||||||
| 2013.03 | 10 | 100,000 | 1,000,000 | 81,139 | 811,390 | Capital increase by cash NT$70,160,000 |
None | Jing-Shou-Shang- Zi #10201058740 dated March 29, 2013 |
| 2012.02 | 10 | 100,000 | 1,000,000 | 74,123 | 741,230 | Capital reduction through retirement of treasury shares in the amount of NT$7,779,970 |
None | Jing-Shou-Shang- Zi #10101026750 dated February 15, 2012 |
| 2011.10 | 10 | 100,000 | 1,000,000 | 74,901 | 749,010 | Capital increase through M&A in the amount of NT$149,009,970 |
None | Jing-Shou-Shang- Zi #10001244240 dated October 31, 2011 |
| 2007.08 | 10 | 75,000 | 750,000 | 60,000 | 600,000 | Recapitalization of earnings in the amount of NT$25,000,000 |
None | Jing-Shou-Shang- Zi #09601204390 dated August 22, 2007 |
| April 24, 2025 | April 24, 2025 | April 24, 2025 | April 24, 2025 | April 24, 2025 | |
|---|---|---|---|---|---|
| Authorized capital stock | |||||
| Type of equity | Shares | Treasure shares | Remarks | ||
| Unissued shares | Total | ||||
| outstanding | |||||
| Registered common shares |
80,328 thousand shares |
19,672 thousand shares |
0 thousand shares |
100,000 shares | Listed shares |
- (II) Name of major shareholder Mar. 25, 2025
| Name | No. of Shares Held | Shareholding percentage |
|---|---|---|
| Hung-Liang Hsieh | 7,822,390 | 9.74% |
| Fen-Ching Hsieh-Chiu | 5,974,007 | 7.44% |
| Nextgem Inc. | 3,964,292 | 4.94% |
| Paradigm Investment Corp. | 3,647,721 | 4.54% |
| Hong Lun Investment Corp. | 3,373,277 | 4.21% |
| Wei-Lun Hsieh | 2,817,065 | 3.51% |
| Huan Zhong Investment Corp. | 2,352,909 | 2.93% |
85
| Name | No. of Shares Held | Shareholding percentage |
|---|---|---|
| Wei-Lin Hsieh | 1,589,573 | 1.98% |
| Citibank Taiwan in custody for Norges Bank |
1,364,000 | 1.70% |
| Concord Investment Corp. | 1,283,214 | 1.60% |
(III) Company's dividend policy and implementation thereof
- Dividend policy adopted in the company's articles of incorporation
If the Company has earnings at the end of year, it shall allocate 5%~15% of such earnings as employee remuneration; the Board of Directors shall allocate no more than 2% of such earnings as director remuneration. The employee remuneration proposal and director remuneration proposal shall be submitted and reported to the shareholders' meeting.
Employee remuneration may be distributed in cash or shares; those eligible for employee remuneration shall also include the employees of a subsidiary or affiliate who meet certain criteria. Such criteria shall be formulated by the Board of Directors. Director remuneration shall be distributed in cash. However, if the Company still has accumulated losses, an amount equal to such losses shall be reserved in advance, and the remainder may then be distributed as employee remuneration and director remuneration according to the percentage mentioned in the preceding paragraph.
In the event of surplus earnings after closing of annual accounts, due taxes shall be paid in accordance with the law, and losses incurred in previous years shall be compensated. Upon completion of the preceding actions, 10% of the remainder surplus shall be allocated as legal reserve. However, in the event that the accumulated legal reserve is equivalent to or exceeds the Company's total paid-in capital, such allocation may be exempted. The remainder may be set aside or reversed as special reserve in accordance with laws and regulations. If there is remainder surplus, the Board of Directors shall draft a surplus distribution proposal regarding the remainder of the surplus as well as accumulated undistributed surplus, shall decide whether to distribute the distributable dividends and bonus in cash or in shares, in whole or in part, by a majority vote at a Board of Directors meeting attended by two thirds or more of all directors, and shall report its decision to the Shareholders' Meeting. However, distribution of in the form of new shares shall be subject to a resolution of the Shareholders' Meeting.
The Company hereby authorizes the Board of Directors to distribute legal reserves and a part or all of the capital reserves stipulated in Article 21 of the Company in cash by a resolution achieved by a majority vote at a Board of Directors meeting attended by two thirds or more of all directors; however, the Board of Directors shall report its resolution to the Shareholders' Meeting. However, distribution of in the form of new shares shall be subject to a resolution of the Shareholders' Meeting.
The Company’s dividend policy considers the environment it is in and the growth stage it is at. To cope with future capital requirements and long-term financial planning while maintaining shareholder interests and a balanced dividend policy, shareholder dividends will be distributed in shares or in cash, as appropriate, based on future capital expenditure requirements and the extent of dilution effect on earnings per share. Of the shareholder dividends distributed, no less than 10% shall be in cash. The actual distribution percentage shall be determined by the Board of Directors by considering the Company’s business planning, investment plan, capital planning, and the changes in internal and external environment.
86
According to the Company’s dividend distribution policy, the amount of shareholders’ dividend, in principle, should be 40%~60% of the annual net income, and may be adjusted according to whether there is a material investment item in the following year and how the financial forecasting for the following year is. However, such amount, in rare circumstances, shall be determined by the Board of Directors through deliberation.
- Dividend distributions proposed at the most recent year
On Feburary 27, 2025, the Company’s Board of Directors passed a resolution to distribute a cash dividend distribution to shareholders in the amount of NT$361,476 thousand, with a distribution of NT$4.5 per share. Such resolution will be proposed and reported to the Shareholders' Meeting.
-
(IV) Effect upon business performance and earnings per share of any stock dividend distribution proposed or adopted at the most recent shareholders' meeting This is not applicable because so far the Company did not intend to distribute any stock dividends.
-
(V) Remuneration to employees and directors:
-
Percentage or scope of remuneration of employees and directors stipulated in the Company’s Articles of Incorporation: Refer to (III).
-
The basis for estimating the amount of employee, director, and supervisor compensation, for calculating the number of shares to be distributed as employee compensation, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period.
At the Board of Directors meeting dated Feburary 27, 2025, the Company resolved to distribute the remuneration of NT$108,700 thousand to employees of 2024 and the remuneration of NT$14,000 thousand to directors of 2023, both amounts were the possible distribution amount estimated based on past experience and by referencing the Company’s Articles of Incorporation.
Any material change in the distribution amount after the end of a fiscal year is charged to the expenses in the year in which it occurred. Any change in the distribution amount on the Shareholders' Meeting date is accounted for as changes in accounting estimates and should be recognized in the year in which the Shareholders' Meeting is held. If the Shareholders' Meeting resolves to distribute employee remuneration in the form of shares, the number of share dividends shall be calculated by taking the resolved amount and dividing it by the fair value of shares; the fair value of shares is determined at the closing price on the date immediately preceding the Board of Directors meeting date.
-
Distribution of remuneration approved by the board:
-
(1) Amount of remuneration for employees and directors payable in cash or shares. If there is any discrepancy between that amount and the estimated figure for the fiscal year these expenses are recognized, the discrepancy, its cause, and the status of treatment shall be disclosed: The Company resolved to distribute employee remuneration for 2024 in the amount of NT$108,700 thousand and director remuneration for 2024 in the amount of NT$14,000 thousand at the Board of Directors meeting dated Feburary 27, 2025.
-
(2) The amount of any employee compensation distributed in stocks, and the size of that amount as a percentage of the sum of the after-tax net income stated in the parent company only financial reports or individual financial reports for the current period and total employee compensation: N/A.
87
- The actual distribution of employee and director compensation for the previous fiscal year (with an indication of the number of shares, monetary amount, and stock price, of the shares distributed), and, if there is any discrepancy between the actual distribution and the recognized employee or director compensation, additionally the discrepancy, cause, and how it is treated.
The amount of employee remuneration and director remuneration for 2024 actually distributed is as follows:
| Actually distributed | ||||
|---|---|---|---|---|
| Originally estimated | Difference | |||
amount resolved by the |
Differentials |
|||
| amount | Reason | |||
| Shareholders' Meeting | ||||
| Status of distribution: | ||||
| Employee remuneration in cash | NT$108,700 thousand |
NT$108,700 thousand |
0 | Not applicable |
| Employee remuneration in shares | NT$0 thousand | NT$0 thousand | 0 | Not applicable |
| A. Number of shares | 0 thousand shares | 0 thousand shares | 0 | Not applicable |
| B. Amount | NT$0 thousand | NT$0 thousand | 0 | Not applicable |
| C. As a percentage of the number of shares outstandingat the end ofyear(%) |
0 |
0 | 0 | Not applicable |
| Directors' remuneration | NT$14,000 thousand | NT$14,000 thousand |
0 | Not applicable |
| Information on earningsper share | ||||
| Original earningsper share(after taxes) | NT$11.54 | NT$11.54 | 0 | Not applicable |
| Imputed earningsper share(after taxes) | NT11.54 | NT$11.54 | 0 | Not applicable |
Note: If the actual distributed amount is different from the estimated amount, after the shareholders’ meeting approves, the differences are accounted for as changes in accounting estimates and recognized in profit or loss in the current year.
(VI) Buyback of shares by the Company
- A.Share Buyback by the Company (Already completed)
Apr. 24, 2025
| Buyback trench | 1st trench | 2nd trench | 3rd trench | 4th trench |
|---|---|---|---|---|
| Purpose of buyback | To transfer the shares to employees |
To transfer the shares to employees |
To transfer the shares to employees |
To transfer the shares to employees |
| Buyback period | January 1 to June 30, 2009 |
June 9 to August 8, 2015 |
May 15 to July 11, 2017 |
September 19, 2018 to November 18, 2018 |
| Buyback price range | NT$10~18 | NT$52~75 | NT$50~66 | NT$57~76 |
| Types and numbers of shares bought back |
1,466,997 common shares |
811,000 common shares |
811,000 common shares |
811,000 common shares |
| Amount of shares bought back |
NT$19,021,576 | NT$47,742,077 | NT$45,650,289 | NT$50,659,340 |
| Ratio of the number of shares already bought back to the number of shares intended to be bought back (%) |
100% | 100% | 100% | 100% |
| The number of shares bought back that have been cancelled or transferred |
1,466,997 common shares |
811,000 common shares |
811,000 common shares |
811,000 common shares |
| Accumulated number of the Company’s shares held bythe Company |
0 | 0 | 0 | 0 |
| Ratio of the accumulated number of the Company’s shares held bythe |
0 | 0 | 0 | 0 |
88
Company to the total number of issued shares (%)
Note: Share buyback will continue if the share price falls below the price range set by the Company during the buyback period.
B. Share Buyback by the Company : None
II. Corporate bonds:
- Issuance of Corporate Bonds
| Type of Corporate Bond |
First domestic unsecured convertible corporate bond |
Second domestic unsecured convertible corporate bond |
|---|---|---|
| Issuance date | 2024/6/7 | 2024/6/19 |
| Face value | NT$100,000.- | NT$100,000 |
| Issuance & Trading Location(Note 1) |
Not Applicable | Not Applicable |
| Issuanceprice | NT$100.- | NT$117.07.- |
| Issuance amount | NT$200,000,000.- | NT$1,000,000,000.- |
| Coupon rate | 0% | 0% |
| Term and Maturity Date | Term: 3 years MaturityDate: 2027/06/07 |
Term: 3 years MaturityDate: 2027/06/19 |
| Guarantee Institution | None | None |
| Trustee | Taipei Fubon Bank | Taipei Fubon Bank |
| Underwriter | Fubon Securities Co.,Ltd. | Fubon Securities Co.,Ltd. |
| Lawyer | Far East Law Offices Charles Chiu – Attorneyat law |
Far East Law offices Charles Chiu – Attorneyat law |
| Accountant | Deloitte & Touche Taiwan Hui-Min Huang & Chih-Ming Shao |
Deloitte & Touche Taiwan Hui-Min Huang & Chih-Ming Shao |
| Principal payment method |
Except under the circumstances when the holder of this Convertible Corporate Bond holder converts the bond into the Company's common shares by Article 10 of the Regulations or exercises the put right in accordance with Article 19 of the Regulations, or the Company redeems the bond in advance in accordance with Article 18 of the Regulations, or when the Company repurchases and cancels the bond through TPEx, the Company shall repay the principal amount of these bonds in cash in a single lumpsum upon maturity |
Except under the circumstances when the holder of this Convertible Corporate Bond holder converts the bond into the Company's common shares by Article 10 of the Regulations or exercises the put right in accordance with Article 19 of the Regulations, or the Company redeems the bond in advance in accordance with Article 18 of the Regulations, or when the Company repurchases and cancels the bond through TPEx, the Company shall repay the principal amount of these bonds in cash in a single lumpsum upon maturity |
| OutstandingPrincipal | NT$200,000,000.- | NT$1,000,000,000.- |
89
| Type of Corporate Bond |
First domestic unsecured convertible corporate bond |
Second domestic unsecured convertible corporate bond |
|---|---|---|
| Redemption or Advance Repayment Clause |
1. This convertible bond is convertible from the day following the completion of three months from the issue date (September 8, 2024) up to the fortieth day before the expiration of the issuance period (April 28, 2027). If the closing price of the Company's common stock exceeds the then-current conversion price by 30% (inclusive) for thirty consecutive business days, the Company may, within the subsequent thirty business days, notify bondholders by registered mail (based on the bondholder register as of the fifth business day prior to the date of sending the "Bond Redemption Notice") with a thirty-day maturity "Bond Redemption Notice" (the aforementioned period shall commence from the date of dispatch by the Company, and the maturity date of said period shall be the bond redemption record date, and the aforementioned period shall not fall within the suspension of conversion period as stipulated in Article 9). For investors who acquire this convertible bond due to trading or other reasons thereafter, the Company will make a public announcement and request the TPEx to announce the exercise of the bondholders' redemption right. Within five business days after the bond redemption record date, the Company will redeem the outstanding convertible bonds at their face value in cash. |
1. This convertible bond is convertible from the day following the completion of three months from the issue date (September 20, 2024) up to the fortieth day before the expiration of the issuance period (May 10, 2027). If the closing price of the Company's common stock exceeds the then- current conversion price by 30% (inclusive) for thirty consecutive business days, the Company may, within the subsequent thirty business days, notify bondholders by registered mail (based on the bondholder register as of the fifth business day prior to the date of sending the "Bond Redemption Notice") with a thirty-day maturity "Bond Redemption Notice" (the aforementioned period shall commence from the date of dispatch by the Company, and the maturity date of said period shall be the bond redemption record date, and the aforementioned period shall not fall within the suspension of conversion period as stipulated in Article 9). For investors who acquire this convertible bond due to trading or other reasons thereafter, the Company will make a public announcement and request the TPEx to announce the exercise of the bondholders' redemption right. Within five business days after the bond redemption record date, the Company will redeem the outstanding convertible bonds at their face value in cash. |
90
| Type of Corporate Bond |
First domestic unsecured convertible corporate bond |
Second domestic unsecured convertible corporate bond |
|---|---|---|
| 2. This convertible corporate bond is redeemable by the Company, at any time after the day following the third full month from the issue date (September 8, 2024) and up to forty days prior to the maturity date of the issuance period (April 28, 2027), when the outstanding balance of this convertible corporate bond in circulation falls below ten percent (10%) of the original total issuance amount. The Company may exercise this right by sending a registered "Bond Redemption Notice" with a thirty-day maturity period to the bondholders (based on the bondholder registry as of the fifth business day preceding the date of sending the "Bond Redemption Notice"). This thirty-day period commences from the date of dispatch by the Company, and the maturity date of this period shall be the bond redemption record date. This period shall not coincide with the suspension of conversion period as stipulated in Article 9. For bondholders who acquire this convertible corporate bond due to trading or other reasons after the aforementioned notification date, the Company will make a public announcement and request TPEx to announce the bondholders' redemption rights. Within five business days after the bond redemption record date, the Company will redeem the outstandingconvertible |
2. This convertible corporate bond is redeemable by the Company, at any time after the day following the third full month from the issue date (September 20, 2024) and up to forty days prior to the maturity date of the issuance period (May 10, 2027), when the outstanding balance of this convertible corporate bond in circulation falls below ten percent (10%) of the original total issuance amount. The Company may exercise this right by sending a registered "Bond Redemption Notice" with a thirty-day maturity period to the bondholders (based on the bondholder registry as of the fifth business day preceding the date of sending the "Bond Redemption Notice"). This thirty-day period commences from the date of dispatch by the Company, and the maturity date of this period shall be the bond redemption record date. This period shall not coincide with the suspension of conversion period as stipulated in Article 9. For bondholders who acquire this convertible corporate bond due to trading or other reasons after the aforementioned notification date, the Company will make a public announcement and request TPEx to announce the bondholders' redemption rights. Within five business days after the bond redemption record date, the Company will redeem the outstandingconvertible |
91
| Type of Corporate Bond |
Type of Corporate Bond |
First domestic unsecured convertible corporate bond |
Second domestic unsecured convertible corporate bond |
|---|---|---|---|
| corporate bonds in circulation at their par value in cash. 3. If a bondholder fails to provide a written response to the Company's stock transfer agent (effective upon delivery, or based on the postmark date for mailed responses) before the bond redemption record date stated in the "Bond Redemption Notice," the Company will redeem the convertible bonds held by the bondholder at their face value in cash within five business days after the bond redemption record date. 4. If the Company exercises its early redemption right on these convertible bonds, the deadline for bondholders to request conversion will be the second business day following the termination of over-the-counter trading. However, bondholders must submit their conversion application to their securities firm no later than the business day before this deadline. |
corporate bonds in circulation at their par value in cash. 3. If a bondholder fails to provide a written response to the Company's stock transfer agent (effective upon delivery, or based on the postmark date for mailed responses) before the bond redemption record date stated in the "Bond Redemption Notice," the Company will redeem the convertible bonds held by the bondholder at their face value in cash within five business days after the bond redemption record date. 4. If the Company exercises its early redemption right on these convertible bonds, the deadline for bondholders to request conversion will be the second business day following the termination of over-the-counter trading. However, bondholders must submit their conversion application to their securities firm no later than the business day before this deadline. |
||
| Restriction Clauses (Note 2) |
None | None | |
| Credit Rating Agency Name, Rating Date, RatingOutcome |
Not Applicable | Not Applicable | |
| Other Attached Rights | Up till the time of the printing of the annual report, the amount money of the conversion (exchange or buyback) of bonds into common stocks, overseas depositary receipt or other securities. |
As of the date of printing this annual report, 0 convertible bonds have been converted, resulting in 0 shares converted. The outstanding principal amount of the unconverted bonds is NT$200,000,000." |
As of the date of printing this annual report, 0 convertible bonds have been converted, resulting in 0 shares converted. The outstanding principal amount of the unconverted bonds is NT$1,000,000,000." |
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| Type of Corporate Bond |
Type of Corporate Bond |
First domestic unsecured convertible corporate bond |
Second domestic unsecured convertible corporate bond |
|---|---|---|---|
| Issue & Conversion (Exchange or Buyback) Method |
Please refer to the issuance and conversion policy of the Company’s 1th domestic unsecured convertible bond. |
Please refer to the issuance and conversion policy of the Company’s 2nd domestic unsecured convertible bond. |
|
| Issue and conversion, exchange or buyback methods, issue conditions that my dilute equity and affect the present shareholders’ equity |
If all the remaining corporate bonds are converted into common shares based on the current conversion price, the Company will need to issue another 564,175 common shares, with a share capital dilution rate of 0.70%, which has limited impact on shareholders' equity. |
If all the remaining corporate bonds are converted into common shares based on the current conversion price, the Company will need to issue another 2,919,708 common shares, with a share capital dilution rate of 3.51%, which has limited impact on shareholders' equity. |
|
| Entrusted Institution of the Convertible Bonds |
Not Applicable | Not Applicable |
Note 1: For offshore corporate bond holders to fill in.
Note 2: Such as restrictions on the payment of cash dividends, investment abroad or request maintaining a certain equity asset ratio, etc.
- Convertible Corporate Bond Information
| First domestic unsecured | First domestic unsecured | Second domestic unsecured | Second domestic unsecured | ||
|---|---|---|---|---|---|
| Type ofCorporate Bond | |||||
| convertible corporate bond | convertible corporate bond | ||||
| Item / Year | Fiscal year 2024 |
As of Apr. 24, 2025 (Note 2) |
Fiscal year 2024 |
As of Apr. 24, 2025 (Note 2) |
|
| Market Price of Convertible Corporate Bond (Note 2) |
Maximum | 153 | 122.5 | 159 | 125.5 |
| Minimum | 110 | 99 | 123 | 96 | |
| Average | 128.11 | 113.61 | 133.32 | 112.91 | |
| Conversion Price | 354.5 | 354.5 | 342.5 | 342.5 | |
| Issue Date & Conversion Price at Issuance |
Issue Date:June 7, 2024Conversion Price at Issuance :NT$359.7/Share |
Issue Date: June 19, 2024 Conversion Price at Issuance ::NT$347.5/Share |
|||
| Obligation Method for Executing the Conversion (Note 1) |
Issue new shares |
Issue new shares |
Note 1: Deliver issued shares or new shares.
Note 2: The annual information should be filled up to the time of the printing of the annual report.
III. Preferred shares: None
IV. Global deposit receipts: None
V. Employee stock options: None
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VI. New restricted employee shares: None
-
VII. The situation of merger, acquisition or transfer of shares of other companies and issuance of new shares: None
-
VIII. Status of implementation of capital allocation plans: None
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Four. Operational Highlights
I. Scope of business
-
Business Scope
-
(1) Major lines of business
-
A. CB01010 Machinery Equipment Manufacturing
-
B. CC01080 Electronics Components Manufacturing C. E603050 Automatic Control Equipment Engineering
-
D. F113010 Wholesale of Machinery
-
E. F119010 Wholesale of Electronic Materials
-
F. F113030 Wholesale of Precision Instruments
-
G. F401010 International Trade
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H. F401021 Restrained Telecom Radio Frequency Equipment and Materials Import I. C901010 Pottery and Ceramics Products Manufacturing J. C901020 Glass and Glass Products Manufacturing K. IG01010 Biotechnology Services L. IC01010 Medicine Inspection M. C199990 Manufacture of Other Food Products Not Elsewhere Classified N. C802100 Cosmetics Manufacturing O. C105010 Edible Oil and Fat Manufacturing
-
P. C110010 Beverages Manufacturing Q. F102020 Wholesale of Edible Fat and Oil R. F102170 Wholesale of Other Food Products and Groceries S. F203010 Retail Sale of Food, Grocery and Beverage T. F213040 Retail Sale of Precision Instruments U. F213080 Retail Sale of Other Machinery and Equipment V. F218010 Retail Sale of Computer Software
-
W. F219010 Retail Sale of Electronic Materials X. IZ99990 Other Industry and Commerce Services Not Elsewhere Classified Y. Z999999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval
(2) Operating ratio
Unit: NT$ thousand; %
| Year | 2023 | 2023 | 2024 | 2024 |
|---|---|---|---|---|
| Main item | Amount | Percentage | Amount | Percentage |
| Goods sales revenue | 6,675,214 | 96.57 | 9,400,488 | 97.03 |
| Services revenue | 229,473 | 3.32 | 277,278 | 2.86 |
| Other operatingrevenue | 7,294 | 0.11 | 10,514 | 0.11 |
| Net revenue | 6,911,981 | 100.00 | 9,688,280 | 100.00 |
Data source: Data of 2023 and 2024 are based on the financial statements audited by CPAs.
-
(3) Current lines of products
-
A. Equipment Manufacturing:
-
(1.) Batch Type Wet-Process Tools, which are mainly used in:
-
Advanced Packaging Process
-
Semiconductor Front-End Process
-
Compound Semiconductor
-
Microelectromechanical Systems (MEMS)
-
-
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-
Mini LED/Micro LED Process
-
(2.) Single-wafer Type Wet-Process Tools, which are mainly used in:
-
Advanced Packaging Process
-
Semiconductor Front-End Process
-
Compound Semiconductor
-
Microelectromechanical Systems (MEMS)
-
Mini-LED/Micro LED Process
-
(3.) Temporary Bonding Debonding System (TBDB), which is mainly used in: IGBT power devices and advanced packaging process, including:
-
Temporary Bonding System
-
Temporary Debonding System
-
Release Layer Coating System
-
Carrier (Glass) Recycling System
B. Wafer reclaim
The wafer reclaim service denotes the process of restoring the cleanness and flatness of a Test Wafer and Dummy/Control Wafer used in semiconductor manufacturing process to the level of cleanness and flatness characteristic of a brand new Test Wafer and Dummy/Control Wafer, typically by means of sorting, cleaning, lapping, polishing, and drying, so that they can be used as a Dummy/Control Wafer again. Wafer reclaim mainly aims to reduce the overall by removing the necessity to use a brand-new Test Wafer and Dummy/Control Wafer every single time.
(A) 12” Si-wafer reclaim
- (B) SiC wafer reclaim and full process after the crystal-growth process
measurement equipment, process equipment, chemical analysis equipment and materials needed by the various industries such as the semiconductor industry, optoelectronic industry, LCD/LED/solar energy industries, and other industries.
(4) New products to be developed
The Company's equipment manufacturing division has been developing mainly semiconductor and LED wet process equipment for many years. In the early stage, the Company mainly focused on providing the technologies for batch type equipment and single-wafer type wet process in terms of etching, cleaning, and photoresist removal; to date, the Company is a master in such technologies. In addition, the Company has begun to develop high-capacity single-wafer and batch type wet process equipment, in the hope that it can be applied to customers’ new process. Aside from that, the Company also continues the past development plan, focuses on 8”/12” high-end process batch cleaning equipment, and intensifies the investment in equipment for advanced packaging in terms of wafer bonding and debonding, making the Company's production process equipment more competitive in the market.
The company's equipment manufacturing division plans to develop products and technologies this year, which are stated as follows:
96
| Industry category |
Plan name |
|---|---|
| Semiconductor | 1. 12-inch advancedprocess batch type cleaningequipment |
| 2. Development of the new-generation single-wafer wet process cleaning equipment | |
| 3. High-clean single-wafer wet process equipment for advanced packaging | |
| 4.Next-generation wafer and glass temporary bonding/debonding process equipment | |
| 5.Square wafer hanger type electroplating process equipment | |
| 6.Mask process cleaning equipment |
In terms of the R&D of wafer reclaim, the Company has made heavy investment to improve process and develop relevant system tools in order to meet customers’ requirements of advanced process. Doing so aims to improve the process efficiency and satisfy customers’ needs for advanced process applications.
The Company will leverage existing core technologies to aggressively develop the technologies for processing non-silicon materials to lead the market.
| Industry category |
Plan name | R&D content |
|---|---|---|
| Wafer reclaim | To develop the technology of silicon wafer reclaim process |
1. Advanced process technology development for2. Wafer polish process capability.3. Wafer clean process capability.4. Film strip process technology. |
| To develop process technology for processing non-silicon materials |
1. Development of large size SiC wafers process technology. (150mm/200mm) 2. Development of large size semi-insulated SiC wafersprocess technology.(100mm/150mm) |
2. Industry Overview
(1). Status and development of the industry
The supply and demand status and future growth potential of the wafer reclaim market and semiconductor/LED/TFT-LCD equipment suppliers are closely related to the development of the semiconductor industry and the scale of the TFT-LCD and LED markets. The following is a description of the semiconductor, TFT-LCD, and LED markets:
- A. Semiconductor
IDC predicts that the global semiconductor market will continue to grow in 2025, with an annual growth rate expected to exceed 15%, mainly driven by the continued increase in demand for AI (artificial intelligence) and high-performance computing (HPC).
ASML CEO Christophe Fouquet predicts that the global semiconductor market will grow at an annual rate of 9% by 2025, driven by surging demand for AI chips, and will exceed $1 trillion by 2030.
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==> picture [351 x 205] intentionally omitted <==
- B. Advanced packaging
According to data from Yole Intelligence, the global advanced packaging market is projected to grow from $42.9 billion in 2022 to $78.6 billion in 2028, with a compound annual growth rate (CAGR) of approximately 9%. This indicates a steady growth trend in the market through 2025. By 2027, the CoWoS industry is expected to achieve a CAGR of 10%, accounting for more than 50% of the overall IC packaging market, thereby becoming the mainstream packaging technology
==> picture [368 x 201] intentionally omitted <==
According to a report by Mordor Intelligence, the market size is expected to grow from US$32.59 billion in 2024 to US$54.69 billion in 2029, with a compound annual growth rate of 10.91%.
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-
C. Compound semiconductor
-
According to a report by market analysis firm Yole Group, the compound semiconductor device market is growing rapidly, from US$12 billion in 2024 to US$25 billion in 2030, with a compound annual growth rate (CAGR) of nearly 13%, outpacing the broader semiconductor market.
D. LED industry
According to a report by Mordor Intelligence, the LED lighting market size is expected to grow from US$111.57 billion in 2024 to US$191 billion in 2029, with a compound annual growth rate of 11.35%.
==> picture [277 x 181] intentionally omitted <==
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- (2). Relations between upstream, midstream, and downstream of the industry:
The Company is an equipment supplier for the high-tech industry such as the semiconductor industry and TFT-LCD industry. Below is the relationship between the upstream, midstream, and downstream of the industry in which the Company is mainly engaged in:
==> picture [450 x 282] intentionally omitted <==
----- Start of picture text -----
Upstream Midstream Downstream
Electrical and electronics
industry
Transmission parts industry
Research and development, Semiconductor industry
innovative design, Flat panel display
electromechanical integration industry
Optoelectronic parts industry Back-end packaging
industry
Ga As industry
LED manufacturing
Automatic control components industry
industry Solar energy industry
Biotech industry
Equipment assembly, test, and Wafer reclaim industry
maintenance
Machining Industry
Hardware industry
----- End of picture text -----
Below is the diagram of relationship between the upstream, midstream, and downstream of the wafer reclaim industry in which the Company operates: Post-process used monitoring wafers
==> picture [426 x 85] intentionally omitted <==
----- Start of picture text -----
OEM of wafer
IC foundry
reclaim
Reclaimed products
----- End of picture text -----
-
(3) Various product development trends
-
A. Semiconductor industry equipment, whether for front-end or back-end processes, is moving towards new generations of precision manufacturing technologies, progressing from 28nm towards 20nm, 14nm, 10nm, 7nm, 5nm, 3nm, and 2nm process technologies.
-
B. The advanced packaging processes in the back-end of semiconductor manufacturing are developing rapidly, and various new technologies progressing quickly, such as SIP (System in Package), Fan-out, and 3D-IC.
-
C. TFT-LCD industry is trending towards large size and LED backlight modules.
-
D. Developing custom equipment tailored to customers’ needs requires joint efforts from them. Consequently, a good understanding of the process will facilitate equipment development, and investment in enormous manpower and funds is required for advancing the equipment industry.
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Based on various sources, the semiconductor industry is expected to show the following development trends in 2024 and 2025.
-
Growth Driven by Artificial Intelligence (AI) and High-Performance Computing (HPC) Demands: The continuous surge in AI and HPC requirements is propelling significant growth in the semiconductor industry.
-
Progress in advanced process technology: 2025 will be a critical year for 2nm technology, and major wafer manufacturers such as TSMC, Samsung and Intel will enter the 2nm mass production stage.
-
Development of advanced packaging technology: As the demand for chip functionality and performance increases, advanced packaging technology is becoming increasingly important.
-
Supply chain resilience and geopolitical impacts: As geopolitical tensions intensify, corporate risk uncertainty increases, affecting the entire semiconductor ecosystem.
-
Talent shortage and cultivation: 52% of respondents believe that talent shortage is the primary challenge of the semiconductor industry, and talent training and retention are also the primary strategic focus of companies in the next three years.
(4) Competition and market share
A. SWOT analysis of the agent industry
| Strength | Weakness |
|---|---|
| A.The product line is of good quality and performance, and its functions meet customers’ development needs at present and in the future. B.The Company’s rich experience in, and mature technology for, process and equipment is helpful in fully leveraging the technologies for which the Company is an agent to satisfy customers’ process development needs. C.Since foreign principals are well ahead of domestic manufacturers in terms of process technology, in the near future, domestically- made machines are not likely to outstrip the product lines for which the Company is an agent. |
A.Being an oligopoly market, the process equipment industry has an entry barrier. B.Existing agents have been working well with their principals for a long time, so winning the agentship for other agents’ existing product lines could be quite challenging. |
| Opportunities | Threats |
| A.Having a stable customer base and a good understanding of the process technology and equipment gives the Company a comparative advantage of winning the agentship for different products. B.Acting as an agent for various lines of products makes it easier to provide customers with total solutions. |
A.Some foreign principals have developed similar process equipment, risking a price war. B.Once the agency business reaches a certain scale, there is a risk that the principals might want to sell directly to customers. |
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C.Having a customer base and experience in original equipment and process equipment facilitates the development of other business, e.g., used machines, plant-wide machine relocation, or maintenance of old equipment.
-
D.As foreign principals are trending towards the development of new technologies, they need to cultivate their local agents to serve their customers nearby. In this respect, an agent with a customer base and technology capacity is more likely to win an opportunity for strategic partnership.
-
E.12-inch fabs are being constructed at home and abroad, which opens up the opportunity for domestic sale and exports.
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B. SWOT analysis of equipment manufacturing
| Strength | Weakness |
|---|---|
| A.Domestically-made equipment costs less than those made in the United States, Europe, or Japan B.Being well experienced in process technologies enables the development of equipment which can satisfy customers process requirements. C.With mature precision technology, domestic equipment manufacturers can quickly come in on the semiconductor and optoelectronic product lines. D.Domestic market has scaled up. |
A.There is a lack of capability for verifying the process involving high-precision semiconductor equipment; therefore, the opportunity for winning an order in this regard is nimble. B.The high-tech semiconductor process equipment is an oligopoly market comprising foreign original manufacturers, which creates an entry barrie. C.R&D fund is less sufficient relative to that of foreign original manufacturers. |
| Opportunities | Threats |
| A.Possession of a stable customer base and a good understanding of the process technology and equipment makes it easier to win business. B.Domestic equipment industry is trending towards large size, localization, and customization, which is conducive to domestic manufacturers’ developing business. C.The technology and experience derived from acting as an agent for the various lines of products makes it easier to provide customers with total solutions. D.Having a customer base and experience in original equipment and process equipment facilitates the development of other business, e.g., used machines, plant-wide machine relocation, or maintenance of old equipment. E.12-inch fabs are being constructed at home and abroad, which opens up the opportunity for domestic sale and exports. |
A.The rise of Korean and Chinese equipment manufacturers poses a risk of price war. B.Technologies in the equipment industry are transitioning to another generation, posing a great challenge to research and development. |
103
C. A SWOT analysis of wafer reclaim
| Strength | Weakness |
|---|---|
| A.Domestic transportation is less costly than that in Europe or Japan. B. Being local is being advantageous, in that the Company can help customers improve the turnover efficiency of reclaimed wafers and lower the inventory cost thereof. C.Possession of a good advanced process capacity makes it easier for the Company to win orders of advanced process. |
A.Equipment is being depreciated and amortized. |
| Opportunities | Threats |
| A.The world’s largest wafer reclaim customer is in Taiwan. B.The constant growth in the capacity of advanced process constantly drives up the demand for wafer reclaim. C.The Company’s long-term engagement in the agency business is conducive to developing overseas markets. |
A.The excessive capacity of wafer reclaim plants in Europe and Japan might pose a risk of price war. B.Competitors keep expanding their capacity. |
(5) Market shares
A.Major competitors
Being a supplier of professional process equipment for the semiconductor/LED/solar energy/FPD industries, the Company has some major competitors, which are mainly foreign manufacturers, domestic agents, and domestic equipment manufacturers. Of them, some are TWSE- or TPEx-listed companies such as MARKETECH, Hansol IONES, CONTREL, GRAND PROCESS, Manz, AMPOC, TOPCO, KINIK, UTECHZONE, Hermes Microvision, and HERMES-EPITEK. However, since the semiconductor/LED/solar energy/FPD industries involve a wide range of expertise, each of the said companies focuses on different industry and provides different equipment and services. Given so, the Company differs from the said companies in terms of capital and operational scale.
B. Competitors’ market share
Each of the semiconductor/LED/solar energy/TFT-LCD industries involves extensive areas of expertise, comprises domestic manufacturers and the giant counterparts in Europe, US, and Japan, and has an enormous market size. Currently, no creditable statistics about them are available. However, the Company believes that its own market share for the time being is relatively small.
104
C. Technology and R&D Overview
In 2024, SCIENTECH proposed 12 patents at home and abroad and obtained 18 patent certificates. At the end of 2024, it still held 185 valid patents.
-
(1) A listing of research and development expenditures as well as technologies and/or products successfully developed during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report.
-
A. A listing of research and development expenditures during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report
| Unit: NT$thousand;% | ||
|---|---|---|
| Item | 2024 | Jan. 2025 – Mar. 2025 |
| Research and development expenses |
377,553 | 110,241 |
| Ratio to net operatingincome(%) | 3.90 | 3.92 |
-
Note: The data for 2024 were audited by CPAs; the data covering January 2025 through March 2025 were reviewed by CPAs.
-
B. A listing of technologies and/or products successfully developed during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report
Since 2004 the Company has been investing R&D expenditures and developing and innovating technologies to intensify the marketing of existing lines of products and create products under its private brand. Below is a summary of the R&D results in the most recent year achieved by the equipment manufacturing division:
| Year | Industry category | Product Name | R&D Content |
|---|---|---|---|
| 2024 | Semiconductor equipmen |
EUV Pellicle cleaning equipment | 1.Pellicle transfer technology 2.Pellicle process chamber control technology 3.Pellicle drying process technology |
| Computer vison assistant by AI Software |
1.Residual glue detection after the process 2.Wafer shift detection duringtheprocess |
||
| Optimized scheduling control software system |
1.Application of single wafer process equipment 2.Application of wet Benchprocess equipment |
||
| 12-inch High carrying capacity transfer system for CoWoS/SoIC process |
1.Application of single wafer process equipment 2.Application of wet Bench process equipment |
||
| 12-inch advanced packaging Solder cleaning and etching equipment |
1.Recirculation pipeline control system 2.Crystallization Prevention and Suppression Technology |
||
| 2023 | Semiconductor equipment |
12-inch Silicon photonics wafer cleaning equipment |
1.Chemical in-line mixing control technology 2.Multi-chemical control technology on the chamber |
| 6-inch SiC single wafer cleaning and etching equipment |
1.6-inch wafer edge gripper mechanism 2.High concentration/high temperature chemical control technology |
||
| 12-inch etch stop layer wafer cleaning and etching equipment |
1. Prevention contamination and control solution of toxic gas reactant in the process 2.Nozzle technologyfor specialprocess |
||
| 12-inch CoWos advanced packaging cleaning and etching equipment |
1.Development the low particle control for process chamber area 2.Development of process parameter management and automated communication technology |
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| Year | Industry category | Product Name | |
|---|---|---|---|
| R&D Content | |||
| O3 and functional water for mask wet process cleaning equipment |
1.Development the UV 172&254nm module 2.Development the double-side mask cleaning and conveying mechanism 3.Development of functional water piping system control technology |
||
| 2022 | Semiconductor equipment |
12" Single wafer frame type cleaning equipment |
Frame type holder spin control system and integrated transfer equipment |
| Batch type etching and cleaning equipment for 8”/12” wafer and 210*212 mm square wafers |
1.Multi-size & batch type transfer system 2.Multi-size & batch type process control system |
||
| Single-wafer flux cleaning equipment for12" wafer and 210*212 mm square wafer |
1.Square and circular holder spin control system and integrated transfer equipment 2.Square and circular spinprocess control system |
||
| 6” SiC Laser Deboning equipment | 1. 6” SiC transfer system 2. Laser deboningcontrol technology |
||
| 2021 | Semiconductor equipment |
High-cleanness photoresist striping and cleaning equipment for low- particleprocess. |
Low particle and high-efficiency flow field control technology |
| Automated high temperature baking oven and transfer system. |
Integrated vertical and horizontal automatic transfer system for batch type oven |
||
| Single-wafer low-temperature wet process equipment. |
Thermoelectric cooling module for control system |
||
| Low-particle single type 6” & 7” mask wet process cleaning equipment. |
1.Low particle and high-efficiency flow field control technology 2.Single type transfer and 6&7 inch combine process system |
||
| Single-wafer horizontal immersion- etchingwetprocess equipment. |
12-inch single-wafer immersion and spin process control module |
||
| Etching and cleaning equipment for 6 inch quartz oscillator batch type. |
1.Batch type etching system for uniformity control 2.Multi-wafer size transfer system |
||
| 2020 | Semiconductor equipment |
Single glass wafer wet process equipment. |
510*515mm square glass wafer chamber development |
| 4-inch & 6-inch LED process equipment development. |
Single-wafer etching and cleaning automatic equipment for low-speed spinprocess |
||
| 12-inch single wafer final cleaning equipment. |
Automation equipment for particle-free process within mega-sonic cleaning |
||
| 8 inch/12 inch wafer photoresist stripingand cleaningequipment. |
Automation equipment for organic solvent cleaning process |
||
| Wafer recycling process equipment for 12” batch type. |
Automated particle-free process and transfer equipment |
In addition, below is the Company’s R&D achievements in wafer reclaim:
| Year | Industrycategory | Product Name | R&D Content | Product Applications |
|---|---|---|---|---|
| 2024 | SEMI/LED/Power /RF | 1.Test/ Reclaimed Silicon wafer 2. SiC wafer |
1.Advanced process technology development for A.Wafer polish process capability. B.Wafer clean process capability. |
1. Monitor wafer for 2. Advanced process. 3. Power semiconductor RF components |
| 2023 | SEMI/LED/Power /RF | 1.Test/ Reclaimed Silicon wafer 2.SiC wafer |
1. Advanced process technology development for Wafer polish process capability. 2. Wafer clean process capability. |
1. Monitor wafer for advanced process. 2. Power semiconductor RF components |
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| Year | Industrycategory | Product Name | R&D Content | Product Applications |
|---|---|---|---|---|
| 2022 | Semiconductor/LED/Power Components/RF Components |
1.Si wafer reclaim and test wafer 2. SiC wafer |
1. Development of wafer polishing and cleaning technology 2. Development of SiC wafer process technology (in progress); application and development of SiC wafer defect detection technology; development of SI.- SiC wafer process technology. |
1. Advanced semiconductor process monitoring 2. Power semiconductor 3. Communication components |
| 2021 | Semiconductor/LED/Power Components/RF Components/Automotive Electronics |
1.Si wafer reclaim and test wafer 2. SiC wafer 3. Development of process technology for ceramic materials dedicate to semiconductor process |
1. Development of wafer polishing and cleaning technology 2. Development of SiC wafer process technology (in progress); application and development of SiC wafer defect detection technology; development of SI.- SiC wafer process technology. 3. Ceramic wafer process technology, and quality improvement therein, for semiconductor process |
1. Advanced semiconductor process monitoring 2. Power semiconductor 3. Communication components 4. Automotive electronics |
| 2020 | Semiconductor/LED/Power Components/RF Components/ Automotive Electronics |
1.Si wafer reclaim 2.SiC/GaN on SiC wafer reclaim 3. Development of process technology for ceramic materials dedicate to semiconductor process |
1. Development of wafer polishing and cleaning technology 2. Development of SiC wafer process technology (in progress); application and development of SiC wafer defect detection technology. 3. Ceramic wafer process technology, and quality improvement therein, for semiconductor process |
1. Advanced semiconductor process monitoring 2. Power semiconductor 3. Communication components 4. Automotive electronics |
- Long-term and short-term business development planning
(1) Short-term business development plan
Summary of the Company's short-term plans is as follows:
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A. Marketing strategy
- (A) Provide a Total Solution (including equipment and process technology) for the process needs of various industries.
- (B) Continuously improve customer satisfaction (CS), including machine capability, service quality and process technology.
-
B. Product strategy
-
(A) Semiconductor/LED/LCD/solar energy: actively participate in customers' early-stage research and development plan in order to jointly develop related machine equipment.
-
(B) Develop related materials and equipment for potential green energy industries in the future.
-
(C) Develop distribution of new product lines and introduce higher-level manufacturing processes and measurement equipment.
-
-
C. Operations management strategy
-
(A) Reinforce ERP, internal audit and internal control and other related systems to improve management performance.
-
(B) Improve the quality of personnel through continuous education and training programs.
-
(C) Introduce KPI and PBC management to improve personnel capabilities.
-
(D) Departments of distributorship and manufacturing incorporate the use of and implement ISO systems.
-
-
D. Financial strategy
-
(A) Effective management of A/R and inventory.
-
(B) Establish a long-term cooperative relationship with banks.
-
-
(2) long-term business development plan
-
A. Marketing strategy
-
(A) Elaborate on the use of the existing human resources, expand business growth, establish a remote ERP system gateway and strengthen the network connection of regional service offices to facilitate the provision of on-time customer services.
-
(B) Provide customers with complete and professional services, establish technical support personnel for application equipment and technology and add products and services to expand the scale of operations.
-
(C) Accumulate customer bases in different industries and establish long-term cooperative relationships.
-
(D) Seize opportunities for collaboration and development with customers and continuously improve quality and service with high efficiency and reasonable price to establish longterm cooperative relationships.
-
(E) Expand to other high-tech industries with the advantages in the current semiconductor industry. Based on the strong foothold in the field of semiconductor production equipment distribution, we extend the breadth and depth of the product line we distribute and professional services we provide and introduce new products needed in response to the changing market trends.
-
-
B. Product strategy
- (A) From the current mid-tier wet process equipment to high-end wet process equipment developed in-house.
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(B) Work with domestic clients to improve R&D capabilities and co-develop high-end process equipment as an alternative to similar products from Japan and the US.
-
(C) Expand to the non-silicon wafer market based on the developed silicon wafer reclaim technology.
-
(D) Establish strategic alliances with foreign manufacturers through distributorship and import advanced equipment and technology.
-
(E) Reinforce the research and development of green energy materials and equipment.
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(F) Develop more applications for the products distributed and effectively integrate system resources.
-
C. Operations management strategy
-
(A) Regular training program for employees to enrich the Company's human resources.
-
(B) Provide a friendly work environment, employee benefit and management system and corporate culture to improve the cohesion.
-
D. Financial strategy
-
(A)Improve the Company's overall financial planning to reduce operational risks and enhance competitiveness.
-
(B)In addition to creating profits through operating activities, adopt bank borrowings, cash capital increase and issue of bonds to meet the working capital needs for future operations.
II. An analysis of the market as well as the production and marketing situation
-
Market analysis
-
(1) Geographic areas where the main products (services) of the company are provided (supplied):
The Group’s main lines of products mainly include the manufacturing and agency sale of semiconductor/LED/packaging and testing/TFT-LCD equipment. The geographic areas to which the Group sold products in the most recent three years are as follows:
Unit: NT$ thousand; %
| 2022 | 2022 | 2023 | 2023 | 2024 | 2024 | |
|---|---|---|---|---|---|---|
| Year | ||||||
| Percentage | Percentage | Percentage | ||||
| Regions | Amount | Amount | Amount | |||
| (%) | (%) | (%) | ||||
| Domestic sale | 2,343,617 | 41.48 | 2,264,475 | 32.76 | 3,970,027 | 40.98 |
| Export | 3,306,369 | 58.52 | 4,647,506 | 67.24 | 5,718,253 | 59,02 |
| Net operating income |
5,649,986 | 100.00 | 6,911,981 | 100.00 | 9,688,280 | 100.00 |
Note: The said export destination includes Asia, Americas, and other regions.
(2) Market shares
- A. Major competitors
Being a supplier of professional process equipment for the semiconductor/LED/solar energy/TFT-LCD industries, the Company has some major competitors, which are mainly foreign manufacturers, domestic agents, and domestic equipment manufacturers. Of them, some are TWSE- or TPEx-listed companies such as MARKETECH, Hansol IONES, CONTREL, GRAND PROCESS, Manz, AMPOC, TOPCO, Hermes Microvision, and HERMES-EPITEK. However, since the semiconductor/LED/solar energy/FPD industries involve a wide range of expertise, each of the said companies focuses on different industry
109
and provides different equipment and services. Given so, there are few TWSE- or TPEx-listed companies which compete with the Company for the same industry and provide the same process equipment (services); there are only a few overlap products.
B. Competitors’ market share
Each of the semiconductor/LED/solar energy/TFT-LCD industries involves extensive areas of expertise, comprises domestic manufacturers and the giant counterparts in Europe, US, and Japan, and has an enormous market size. Currently, no creditable statistics about them are available. However, the Company believes that its own market share for the time being is relatively small. One thing worth mention is that the Company currently has a market share of about 20% in the wafer reclaim market.
- (3) Demand and supply conditions for the market in the future, and the market's growth potential
The supply and demand status and future growth potential of the wafer reclaim market and semiconductor/LED/TFT-LCD equipment suppliers are closely related to the development of the semiconductor industry and the scale of the TFT-LCD and LED markets. In addition, the wafer reclaim market is also closely related to the wafer reclaim OEM market. The following is a description of the supply and demand and potential of the semiconductor/TFT-LCD/ LED markets in the future:
A. Semiconductor
IDC predicts that the global semiconductor market will continue to grow in 2025, with an annual growth rate expected to exceed 15%, mainly driven by the continued increase in demand for AI (artificial intelligence) and high-performance computing (HPC).
ASML CEO Christophe Fouquet predicts that the global semiconductor market will grow at an annual rate of 9% by 2025, driven by surging demand for AI chips, and will exceed $1 trillion by 2030.
==> picture [354 x 249] intentionally omitted <==
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-
B. Advanced packaging
-
According to data from Yole Intelligence, the global advanced packaging market is projected to grow from $42.9 billion in 2022 to $78.6 billion in 2028, with a compound annual growth rate (CAGR) of approximately 9%. This indicates a steady growth trend in the market through 2025. By 2027, the CoWoS industry is expected to achieve a CAGR of 10%, accounting for more than 50% of the overall IC packaging market, thereby becoming the mainstream packaging technology
==> picture [363 x 198] intentionally omitted <==
According to a report by Mordor Intelligence, the market size is expected to grow from US$32.59 billion in 2024 to US$54.69 billion in 2029, with a compound annual growth rate of 10.91%.
- C. Compound semiconductor
According to a report by market analysis firm Yole Group, the compound semiconductor device market is growing rapidly, from US$12 billion in 2024 to US$25 billion in 2030, with a compound annual growth rate (CAGR) of nearly 13%, outpacing the broader semiconductor market.
D. LED industry
According to a report by Mordor Intelligence, the LED lighting market size is expected to grow from US$111.57 billion in 2024 to US$191 billion in 2029, with a compound annual growth rate of 11.35%.
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==> picture [312 x 224] intentionally omitted <==
(4) Competitive niche
-
A. Having been engaged in the semiconductor and optoelectronic industries for nearly 40 years, SCIENTECH has accumulated not only a wide range of equipment functions and experience and a pool of technicians, but also customers’ connections in the industry and information on customers’ equipment requirements. We have a good grasp of the most up-to-date key technologies and equipment, as well as customers’ requirements, which facilitates the development and promotion of business. Meanwhile, an existing customer base and a connection with the principals are also helpful for startups to develop their business.
-
B. SCIENTECH acts as an agent for more than 50 product lines, which are mainly used in industries such as the semiconductor, optoelectronics, testing, packaging, and chemical analysis instruments. Such dispersion of customers across multiple industries helps mitigate the risk of economic fluctuation in a single industry.
-
C. Domestically, SCIENTECH has set up a customer service center in northern, central, and southern Taiwan, which operates 24/7 on call and is always ready to serve customers. Abroad, SCIENTECH has also made hefty investment, seeking to serve customers nearby.
-
D. Having been engaged in the semiconductor industry for more than 30 years, SCIENTECH has accumulated more than 25 years of experience in providing total solutions in areas such as the wet process, wafer defect detection, and chemical analysis, and thereby is internationally competitive in terms of “Equipment Manufacturing” and “Wafer Reclaim Service”.
-
E. With rich resources and experience in the industry, SCIENTECH is more likely to attract principals who are seeking an agent for their products. This is helpful for SCIENTECH to win the agentship for new product lines.
-
F. SCIENTECH acts as both an agent and an equipment manufacturer, capable of tailoring to customers’ needs.
-
(5) Favorable and unfavorable factors in the long term
-
A. Favorable factors
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- (A)Involvement in multiple strategic tech industries in Taiwan
The Company’s products, either self-made or sold under an agentship, are used in multiple industries such as the semiconductor, optoelectronics, testing, packaging, solar energy, and chemical analysis instruments, all of which are strategic industries that feature a steady growth, which is conducive to sales.
- (B)Exceptional sales team and R&D team
Having worked in this field for long, the Company’s sales team, customer service team, and the R&D team are well experienced in the manufacturing of equipment and machinery. They also accumulated a considerable customer base and connections in the industry as well as information on customers’ equipment requirements. This is conducive to the R&D of machinery and equipment and enables the Company to satisfy customers’ custom requirements.
-
(C)Quick, real-time, efficient services
- Domestically, the Company has set up customer service center in northern, central, and southern Taiwan, which operates 24/7 on call and is always ready to serve customers. Abroad, SCIENTECH has also made hefty investment, seeking to serve customers nearby and provide quick, real-time services.
-
B. Unfavorable factors and response measures
-
(A)Constant, heavy expenditure of funds is required for being competitive.
The Company operates in the high tech industry, a technology-intensive industry. To keep pace with the technological growth and innovation in the market requires the Company to constantly pour R&D funds and cultivate own R&D team.
Concrete response measures:
Aside from analyzing market conditions and thereafter reviewing the analysis, the Company will also always attend to the product and technological trend as well as any specifications update in the market, so as to correctly forecast the market demands. Aside from entitling employees to common share subscription and treasury shares, which is already in place, the Company also plans to offer further incentives such as employee stock options in order to attract professional talent, besides, to strengthen the company's ability to raise funds in the capital market to maintain the high competitiveness.
Bundles of thriving agents and suppliers intensify market competition.
An agent’s profitability depends on the quality of the principals for which they act as an agent, and on the competition among peers. In recent years, a plenty of semiconductor companies and agents has sprouted; the products under agentship, though of different brands, are quite homogeneous and therefore substitutable, leading to a price war, thus shrinking the profit margin.
Concrete response measures:
The Company adopts a dual-track policy, that is, acting as an agent and a manufacturer at the same time. On the agency business front, the Company will continue to look for the agentship for products with great potential, diversify product lines, as well as the industries wherein it operates, and refrain from focusing on few products or a single industry; doing so can increase the operating revenue and lower operating risks. Furthermore, the
113
Company will enhance customer relations and provide premium services so as to win the trust from suppliers and customers. This way, it is helpful for the Company to win orders.
-
Main use of major products and their manufacturing processes
-
(1) Main use of major products
-
A. Equipment Manufacturing: Equipment includes batch type and single-wafer wet process equipment for the following fields, and is mainly used for cleaning, etching, and photoresist stripping.
-
(A)Semiconductor Front-End Process
-
(B)III-V semiconductor front-end process and process update (as a substitute for imported machines from the United States and Japan)
-
(C)12” and 8” Advanced Package: Bumping/WLP/Fan-out/SiP/TSV/2.5DIC/3DIC
-
(D)Micro Electro Mechanical Systems (MEMS)
-
(E) Fully automated HB LED front-end process for backlight and lighting
-
-
B. 12” wafer reclaim: The wafer reclaim service denotes the process of restoring the cleanness and flatness of a Test Wafer and Dummy/Control Wafer used in semiconductor manufacturing process to the level of cleanness and flatness characteristic of a brand new Test Wafer and Dummy/Control Wafer, typically by means of sorting, cleaning, lapping, polishing, and drying, so that they can be used as a Dummy/Control Wafer again. Wafer reclaim mainly aims to reduce the overall cost in comparison to using brand-new Test Wafer and Dummy/Control Wafer every single time.
-
C. Equipment under agentship: The Company provides process equipment for the following fields.
-
(A)Process equipment and measurement equipment for the semiconductor/panel/LED industries
-
(B)Biotech and chemical analysis instruments
-
(C)3D Printing equipment
-
(D)Battery industry
-
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-
(2) Manufacturing processes of major products
-
A. Equipment and machinery
==> picture [464 x 567] intentionally omitted <==
----- Start of picture text -----
Customer requirements
Confirm requirements
Experimental test
Set engineering specifications Apply for patents
Machine design
Machine outsourcing
Test by customers
Machine assembly
Machine test
Delivered and accepted
----- End of picture text -----
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B. Wafer reclaim
==> picture [214 x 653] intentionally omitted <==
----- Start of picture text -----
Sorting
Stripping
Lapping
Acid Etch
Polishing
Pre - Clean
Inspection
Final - Clean
Surface Evaluation
Packaging
----- End of picture text -----
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-
Supply status of main raw materials
-
Raw materials for products under agentship are provided by foreign principals; raw materials for self-made equipment are provided by suppliers at home and abroad. So far, there is no short supply of raw materials.
-
A list of any customers accounting for 10 percent or more of the company's total procurement (sales) amount in either of the 2 most recent fiscal years, the amounts bought from (sold to) each, the percentage of total procurement (sales) accounted for by each, and an explanation of the reason for increases or decreases in the above figures.
-
(1)A list of any customers accounting for 10 percent or more of the company's total sales amount in either of the 2 most recent fiscal years, the amounts sold to each, the percentage of total sales accounted for by each.
| accounted for by each. | accounted for by each. | accounted for by each. | accounted for by each. | accounted for by each. | accounted for by each. | accounted for by each. | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Unit: NT$ thousand; % | ||||||||||||||||||||
| 2023 | 2024 | Year-to-date through March 31, 2025 | ||||||||||||||||||
| Item | Name | Amount | Ratio to annual net sales (%) |
Relationship with the issuer |
Name | Amount | Ratio to annual net sales (%) |
Relationship with the issuer |
Name | Amount | Ratio to net sales for the three- month period ended March 31, 2023 |
Relationship with the issuer |
||||||||
| 1 | TSMC | 928,807 | 13.44 | None | TSMC | 2,036,490 | 21.02 | None | TSMC | 767,594 | 27.28 | None | ||||||||
| 2 | Others | 5,983,174 | 86.56 | - | Others | 7,651,790 | 78.98 | Others | 2,045,936 | 72.72 | ||||||||||
| Total net sales |
6,911,981 | 100.00 | Total net sales |
9,688,280 | 100.00 | Total net sales |
2,813,530 |
100.00 | ||||||||||||
| Note: The data for the years 2023 ~ 2024 has been audited and attested by CPAs; the data for the period Jan. 2025 to Mar. 2025 has not yet been reviewed by CPAs. An explanation of the reason for increases or decreases in the above figures: TSMC is the Group’s long-time customer. Transactions with TSMC mainly gives the Group machine sales revenue, equipment and parts sales revenue, and wafer reclaim service revenue. Due to the increase in the number of machine sales in 2024, the sales revenue in 2024 was NT$2,036,490, a increase of NT$1,107,683 thousand from the NT$928,807 thousand in 2023. (2)A list of any suppliers accounting for 10 percent or more of the company's total procurement amount in either of the 2 most recent fiscal years, the amounts bought from each,thepercentage of totalprocurement accounted for byeach |
||||||||||||||||||||
| Unit: NT$ thousand; % | ||||||||||||||||||||
| 2023 | 2024 | Year-to-date through March 31,2025 | ||||||||||||||||||
| Item | Name | Amount | Ratio to annual net purchase (%) |
Relationship with the issuer |
Name | Amount | Ratio to annual net purchase (%) |
Relationship with the issuer |
Name | Amount | Ratio to net purchase for the three-month period ended March 31, 2023 |
Relationship with the issuer |
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| 1 | K-T | 3,218,879 | 36.76 |
None | K-T | 1,867,290 | 22.64 | None | K-T | 346,618 | 16.98 | None |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2 | NOVA | 1,583,727 | 18.09 |
None | NOVA | 1,189,446 | 14.42 | None | NOVA | 353,892 | 17.34 | None |
| 3 | PLASMA | 906,374 | 10.35 |
None | PLASMA | 495,045 | 6.00 |
None | PLASMA | 70,615 | 3.46 | None |
| 4 | Others | 3,046,491 | 34.80 |
- |
Others | 4,696,973 | 56.94 | - |
Others | 1,270,173 | 62.22 | |
| Total net purchase |
8,755,471 | 100.00 | Total net purchase |
8,248,754 | 100.00 | Total net purchase |
2,041,298 | 100.00 |
An explanation of the reason for increases or decreases in the above figures:
K-T: The Group is an agent for K-T semiconductor equipment. Manufacturing equipment and machinery is expensive. Such equipment is mainly used by semiconductor fabs as production equipment. Due to decreased customer demand and local brand competition in 2024, the purchase amount for 2024 and 2023 was NT$1,867,290 thousand and NT$3,218,879 thousand, respectively.
Nova: The Group is an agent for Nova semiconductor equipment. Manufacturing equipment and machinery is expensive. Such equipment is mainly used by semiconductor fabs as production equipment. Due to decreased customer demand and local brand competition in 2024, the purchase amount for 2024 and 2023 was NT$1,189,446 thousand and NT$1,583,727 thousand, respectively.
PLASMA: The Group is an agent for PLASMA semiconductor equipment. Manufacturing equipment and machinery is expensive. Such equipment is mainly used by semiconductor fabs as production equipment. Due to decreased customer demand and local brand competition in 2024, the purchase amount for 2024 and 2023 was NT$495,045 thousand and NT$906,374 thousand, respectively.
Other sales mainly come from the agency business of chemical analysis instruments, of which the domestic sales and exports combined reached NT$79,716 thousand and NT$77,824 thousand in 2024 and 2023, respectively; the sales amount for 2024 in this regard didn’t change much from the 2023 level.
III. Employees
The number of employees employed for the 2 most recent fiscal years, and during the current fiscal year up to the date of publication of the annual report, their average years of service, average age, and education levels
March 31, 2025
| Year | 2023 | 2024 | As of March 31, 2025 | |
|---|---|---|---|---|
| Number of employees |
R&D personnel | 135 | 157 | 157 |
| Sales personnel | 308 | 367 | 390 | |
| Administrative personnel | 92 | 89 | 86 | |
| Manufacturing personnel | 276 | 318 | 329 | |
| Total | 811 | 931 | 962 | |
| Average age | 37.25 | 37.84 | 38.14 | |
| Average service tenure (year) | 6.58 | 6.54 | 6.41 | |
| Education distribution percentage (%) |
PhD | 0.86 | 0.75 | 0.62 |
| Master degree | 13.07 | 14.39 | 13.51 | |
| College diploma | 74.97 | 74.87 | 75.26 | |
| Senior high school | 10.36 | 9.24 | 9.88 | |
| Below senior high school | 0.74 | 0.75 | 0.73 |
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IV. Environmental protection expenditure
Any losses suffered by the company in the most recent fiscal year and up to the annual report publication date due to environmental pollution incidents (including any compensation paid), the amount of penalties, and disclosing response measures to be taken (including improvement measures) and an estimate of possible expenses that could be incurred (including the would-be loss had no response measured were taken, an estimate of the amount of penalties and compensation; if a reasonable estimate cannot be made, an explanation of the facts of why it cannot be made shall be provided): None.
V. Labor relations
-
List any employee benefit plans, continuing education, training, retirement systems, and the status of their implementation, and the status of labor-management agreements and measures for preserving employees' rights and interests
-
(1) Employee benefit measures
-
The Company purchases group medical insurance for each employee, and has set up an employee welfare committee to carry out various employee welfare measures, e.g., share dividends, treasury shares, festival gifts, wedding and funeral subsidies, annual employee tour, and health checks, etc. Having formulated internal regulations for management of employee clubs, the Company encourages their participating in club activities, organizes family days, and other ball-based sports events, so as to enhance their cohesion let them relax. The Company has also set up a medical center, arranges for doctors to give diagnosis within the factory, hires licensed nurses, holds weight-loss activities and health seminars, and provides trainings on emergency medical assistance such as CPR. The Company also offers services that come in handy for female workers, e.g., a breastfeeding room, parking spaces reserved for female workers and pregnant workers. Contracting with kindergartens as preferred venders to offer employees’ children tuition discounts and other humand resources policies. None of the Company’s personnel policies discriminates on the basis of race, color, age, gender, sexual orientation, ethics, disability, pregnancy, religion, political affiliation, membership in a society, marital status, and so on. In addition, as required by law, the Company offers maternity leave, paternity leave, and parental leave.
-
(2) Continuing education and training
To achieve the Company’s goals means to cultivate employees at different level in a way that can fully develops their occupational competencies and improves their work efficiency. To do so, the Company has formulated the “Regulations Governing Employee Education and Training” to provide a basis for all work related to employee training and education. Below are the internal education and training courses that the Company held in 2024, which costed the Company NT$1,771 thousand:
Below is the information on the Company’s external training courses in terms of cost, hours, and number of trainees in 2024.
| Item | Number of trainees - total | Number of trainees |
Training hours |
| Training held by an institution contracted by the Company |
263 | 187 | 2578 |
| Internal training | 7,608 | 899 | 13,134.25 |
| Trainingfor directors | 23 | 9 | 69 |
| Trainings on the regulations for accounting, audit,and securities |
13 | 5 | 73 |
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-
A The training courses for directors include : “Global Economic Outlook”, “Integrity Business Practices and Insider Trading”“ Introduction to generative AI and industrial application examples”, “How does the board of directors ensure the sustainable operation of the enterprisefrom the discovery and cultivation of talents” “Refresher Course for Listed Directors - Board of Directors vs. Management Team” “Strengthening Taiwan Capital Market Summit”, “Performance evaluation practices related to corporate "ESG sustainability" and "risk management", “Sustainable development of enterprises and international trends in corporate governance”. One of the directors participated in a 3-hour course on ethical management, insider trading prevention, and anti-corruption. Other professional courses include global economic outlook, technology knowledge, talent cultivation and succession team, corporate governance and sustainable development, etc., with a total of 9 directors, 23 participants and 69 hours of courses
-
B. Internal training includes the monthly orientation training courses for employees, which were participated by 1984 people for a total of 4,306 hours; such training courses cover various subjects as to integrity management, business secret protection, information security policy, intellectual property management policy, workplace violence/sexual harassment, labor safety education and training, and ESH policies, etc.
-
C.The internal training includes a course that provide the knowledge about the Ethical Corporate Management Best Practice Principles at workplace (including prevention of insider training) and illegal infringement, which was participated by 775 people for a total of 1,395.5 hours.
-
(3) Retirement systems, and the status of their implementation
-
As required by the Labor Standards Act, the Company has established retirement plans for fulltime employees. The Company makes a monthly pension contribution in the amount equal to 3% of an employee’s salary to a dedicated account with the Bank of Taiwan. Starting from July 1, 2005, the date on which the Labor Pension Act became effective, the Company simultaneously implemented the new pension scheme under the act and thereby started making a monthly contribution in the amount equal to 6% of an employee’s monthly salary to the employee’s personal pension account. For employees having elected to contribute an additional share of their salary to their pension account, the Company will debit such an additional share of their salary to their pension account on their behalf. According to the Company’s internal regulations, pension payment depends on the employees’ years of service and the average amount of their monthly salary for the six months preceding their retirement date.
-
According to the Labor Standards Act and the Company’s internal regulations that offer a retirement plan that is more appealing than the one required by law, Employees qualified for either of the following criteria may apply for voluntary retirement:
-
A. Those who have worked for 15 years or more and attained the age of 55 or more; or those who have worked for 10 years or more and attained the age of 60 or more.
-
B. Those who have worked for 25 years.
-
C. Those who have been with the Company for 15 years or more and attained the age of 50 or more.
-
D. Those whose years of service with the Company plus his/her age reaches or exceeds 60.
2. Criteria for pension payment are as follows:
The criteria for pension payment are based on Article 55 of the Labor Standards Act, which specifies the criterial for pension payment; Article 84-2 of the Labor Standards Act, which stipulates that employees’ years of service be counted starting from the date of employment; and
120
Article 67, Paragraph 1, Subparagraph 2 of these Regulations, which stipulates an additional 20% pension payment to employees who are forced to retire due to their mental or physical disability that is caused by their performing their duties. The standards of severance and retirement benefit for the seniority accumulated before the application of the Labor Standards Act shall be calculated in accordance with the applicable acts and administrative regulations effective during that time. In cases there were no applicable Acts and administrative regulations, these standards shall be calculated in accordance with the rules promulgated by the Company or the agreements reached by employees and the Company.
-
A. Retirement bases: Two bases are given for each full year of service rendered. But for the rest of the years over 15 years, one base is given for each full year of service rendered. One base is given for each full year of service rendered before the application of the Labor Standards Act on March 1, 1998. However, the total number of bases shall be no more than 45. 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.
-
B. Payment due date: The Company shall pay employees the pension payables within 30 days from the day of retirement.
-
C. 6% of the insured monthly salary of employees to which the Labor Pension Act applies is allocated to their personal pension account.
-
(4) Labor-management agreements and measures for preserving employees' rights and interests:
The Company’s labor-management relations have been harmonious, and the Company has been attaching importance to bilateral labor-management communication and thereby forging good labor-management relations, so there has been no major labor dispute so far.
-
A. The Company has established an employee complaint filing channel to improve labormanagement relations
-
B. The Company has formulated the Work Rules and other personnel regulations, which specify the rights and obligations of employees and employers as well as any management approaches therefor, so that employee can fully understand, and thus be able to maintain, their own rights.
-
C. As required by the Occupational Safety and Health Act, the Company regularly arranges for employees to have a health check. In addition, the Company has assigned labor safety and health personnel and formulated the various labor safety and health regulations to prevent incidents from happening, thereby ensuring employees’ safety.
-
D. Incentive for innovation: Aside from formulating the rewards and disciplinary regulations, the Company also offers incentives for employees to propose improvement plans. In this way, employees are encouraged to spot any anomaly at work and come up with an improvement plan. They will be given monetary rewards depending on the effectiveness of the improvement plan being implemented.
-
List any losses suffered by the company in the most recent fiscal year and up to the annual report publication date due to labor disputes, and disclose an estimate of possible expenses that could be incurred currently and in the future and measures being or to be taken. If a reasonable estimate cannot be made, an explanation of the facts of why it cannot be made shall be provided: None.
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- Employees having obtained the license issued by the competent authorities:
| Title | Name | Name of license |
|---|---|---|
| Vicepresident | Yi-Lin Lee | Class A Occupational Safety and Health Affair Manager |
| Manager | Tsun-Pin Liu | Class A Occupational Safety and Health Affair Manager |
| Senior Manager | Ta-Chen Lin | Class A Dedicated Air Pollution Control Specialist |
| Senior engineer | Yi-Fu Hsu | Occupational Safety Management Specialist |
| Chief engineer | Chia-Yun Su | Occupational Safety and health management personnel |
| Deputy manager | Chun Chia Huang | Class B Dedicated Wastewater And Sewage Treatment Specialists |
| Chief engineer | Kang-Wei Tsou | Class A Waste Disposal Technician |
| Chief engineer | Kang-Wei Tsou | Class A Toxic Chemical Substances Professional |
| Deputymanager | Chun Chia Huang | Class A Dedicated Air Pollution Control Specialist |
| Engineer in charge | Chao-TengLiu | Fire Prevention Manager |
| Deputy manager | Tzu-Ling Lin | ISO 9001:2008 Lead Auditor/ IRCA ISO 9001:2015 Lead Auditor |
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4. The Company’s protection measures for work environment and employees' personal safety
| Item | Description |
|---|---|
| Implement automatic inspection |
1. By referencing the Occupational Safety and Health Act, the Company has formulated the E3-011 Automatic Inspection Guide, by which an inspection is carried out every two years, annually, or monthly, to check the aerial work platforms, stackers, stationary cranes, lifts, high-voltage electrical equipment, low-voltage electrical equipment, specific chemical equipment or its accessories, chemical equipment and its accessories, local exhaust devices, industrial robots, Type 2 pressure vessels, power-driven centrifugal machinery. The inspection record is retained for 3 years to prevent occupational incidents and ensure labor safetyand health. |
| 2. As required by the Fire Services Act, the Company has a licensed fire prevention equipment inspection institution inspect the fire prevention system of the factory annually; the Companythen files the inspection results accordingly. |
|
| 3. As required by the Regulations for the Certification and Filing of Building Public Safety Inspection, the Companycarries out a buildingsafetyinspection once everytwoyears. |
|
| Accident prevention and response measures |
1. The Company has formulated the internal regulations for accident prevention, emergency response, and accident reporting, namely Emergency Response Procedures, Occupational Safety and Health Work Rules for Workers, Accident and Incident Investigation Operation Guide, and Occupational Safety and Health Management Plan, which specify the duties and tasks for the Company’s emergency response team upon occurrence of an emergency. The Companycarries out an emergencydrill at a fixed time every year as required. |
| 2. Two sessions of training on fire prevention are held periodically every year; the training results are then reported to the fire-prevention competent authorityas required. |
|
| 3. As required by the Occupational Safety and Health Act, the Company has set up the Occupational Safety Office, which takes charge of all matters relating to occupational safety and health and comprises one Class A Occupational safety and health affair manager, one Occupational Safety Management Specialist, and two Occupational Safety and Hygiene Officers, which has been reported to the Occupational Safety and Health Administration, Ministryof Labor. |
|
| 4. The Company has recruited a nurse, who is responsible for the planning and implementation of matters related to employees in terms of health education, health promotion, and health instructions. |
|
| Health care and management |
1. The Company offers employees an ordinary health check and a special-purpose health check, which exceeds the legal requirements as set out by the Regulations for Labor Health Protection. Furthermore, the health check items are also a cut above the legal requirements. The health check results are then analyzed, assessed, managed, and preserved and thereafter a health management will ensue. Monthly occupational physician visits are arranged for high-risk groups in the current year, and occupational nurses conduct monthly health managementpromotion. |
| 2. The Company commissions an occupational medicine doctor, who is contracted to provide labor health check services, togive diagnosis within the factoryonce in a month. |
|
| 3. The Company was recognized as an excellent healthy work place by the Health Promotion Administration and received the Badge of Accredited Healthy Workplace therefrom, evidencingthe Company’s efforts in creatinga healthyworkplace and work environment. |
|
| 4. The Company has done more than what the law requires, in that it has installed an AED facility; it also arranges education and training on AED every year, so as to give employee an assuringwork environment. |
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| Item | Description |
|---|---|
| 5. The Company sets up parking spaces specially reserved for expectant mothers; this makes it convenient for those expectant mothers close to their estimated due date to go to and from work. Signed a contract with kindergartens to provide human resources policies such aspreferential schoolingfor employees' children |
|
| 6.. Having offered a cozy breastfeeding room for postpartum employees’ use, the Company is awarded the FriendlyWorkplace BreastfeedingRoom certificate. |
|
| 7. The company regularly organizes health-promotion seminars, CPR first aid training, blood donation events, weight-loss activities, and other related health promotion activities, and provides health education and care for employees. In order to encourage employees to balance work and life, we have launched a sports and leisure plan. Employees who participate in sports activities during their vacation can receive supplies or competition subsidies. We hope that employees will participate in more sports to maintain theirphysical and mental health. |
|
| 8. The Company provides printed literature and information on health trends from time to time, so that employees can fullyunderstand the latest health trends. |
|
| Work environment monitoring |
As required by the Regulations Governing the Implementation of Labor Work Environment Monitoring, the Company commissions a qualified work environment monitoring agency to monitor the work environment by testing for chemical factor, physical factor etc. every six months. Any anomaly, if indicated by the testing results, is immediately corrected and improved to ensure the health of operators. |
| Maintain the effectiveness of the ESH management system |
1. The Company has formulated ESH policies, and continuously improve its ESH performance through the PDCAprocess. |
2. The Company has obtained the “Environmental Management System” (ISO14001: 2015) and “Occupational Safety and Health Management System” (ISO 45001:2018) certification. The validity period of both certifications is from Apr. 30, 2025 to Apr. 30 2028. |
|
| 3. The Company is committed to achieving workplace safety and health and continuously reducing its environmental impacts. It also sets goals every year, and continue to conduct review and improvement to reduce risks. |
|
| Contractors’ working in the Company’s factory |
1. According to the Contractors Safety and Health Management Manual, contractors, before entering the factory to work, must take a safety and health training arranged by the Company, and must pass an exam. When high-risk operation is involved, the purchase of an employer's liabilityinsurance in the amount of 2 million or more is required. |
| 2. Before entering the factory to work, contractors are required to fill out the “Safety Hazards Notice for Contractors to Perform Work in the Factory” and “Contractors Coordination Organization and Regulations”. |
|
| 3. According to the Hazardous Work Permit Instructions, all hot work, elevated work, hanging work, and confined space work must be applied for in advance, and may be carried out onlyafter beingapproved. |
|
| 4. The Company values the opinions of contractors or suppliers, in that their feedback and suggestions are put forward for discussion at the Occupational Safety and Health Committee meeting held quarterly, hoping to create a win-win situation for the contractors or suppliers and the Company. 5. The Company enhanced the communication channels by setting up a bulletin board and an SMS system, through which factory regulations and laws and bylaws are disseminated periodicallyor irregularly. |
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| Item | Description |
|---|---|
| Use and management of protective equipment |
In order to prevent occupational diseases and chemicals contact accidents, the Company has formulated the Protective Equipment Use Instructions, which stipulate that employees wear appropriate protective equipment during work and regularly check the serviceability of protective equipment to avoid accidents. |
| Education and training | 1. The Company holds educational training from time to time. 2. The Company provides employees at each level with education and training courses tailored to specific training requirements and the Company’s goals. Such courses include the liberal courses on business management and other professional training courses. 3. The Company provides the e-Learning platform. 4. The Company makes available classrooms for professional training, offering employees a cozyspace. |
| Sexual harassment prevention |
1. The Company has set up a sexual harassment prevention committee and a sexual harassment prevention and correction hotline. The committee is exclusively responsible for sexual harassment complaints and the mediation thereof. 2. The Company has formulated internal regulations for prevention and punishment of sexual harassment, in which concrete measures for sexual harassmentprevention are specified. |
| Labor-management meeting |
1. The Company has formulated the regulations for the implementation of a labor- management meeting. In doing so, a labor-management meeting is held quarterly. 2. The labor-management meeting is an open platform where the application for, and discussion about, all measures in relation to the work environment maybe made. |
| Employee engagement | The company values two-way communication and ensures that all employees can freely communicate with management about their ideas and concerns about working conditions and management approaches without fear of discrimination, retaliation, threats, or harassment. |
| The Company makes available a variety of channels for employees to reflect their opinions. In addition, at the quarterly Occupational Safety and Health Committee meeting, labor representatives are also consulted. Doing so enhances labor-management harmony and creates a win-win situation for both the Companyand employees. |
|
| Submission of improvement proposals |
1. The Company has put in place an internal mechanism which offers incentives for employees to submit any proposal pertaining to issues in relation to employees’ personal safety protection, e.g., improvement in work environment, design of operating procedures, and so on. 2. The Company launches factory safety and health events, in which employees are encouraged to voluntarily submit proposals whose aim is to improve work environment safety and reduce risks. Departments with exceptional performance are recommended at thequarterlyOccupational Safetyand Health meeting. |
| Insurance/Medical consolation money |
1. As required by law, the Company has purchased labor insurance (including employment injury insurance) and health insurance for employees; additionally, the Company has also paid an insurance company to provide other insurance for employees, e.g., life insurance, casualty insurance, accident medical insurance, hospitalization insurance, and cancer insurance. 2. Meanwhile, employees' dependents are allowed to purchase a casualty insurance, accident medical insurance, hospitalization insurance, and cancer insurance atpreferential rates. |
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VI. Cyber-security management
-
Describe the cyber-security risk management framework, the cyber-security policy, the specific management plan, and the resources committed to the cyber-security management, etc.
-
(1) Cyber-security risk management structure
==> picture [462 x 244] intentionally omitted <==
----- Start of picture text -----
Information
Security
Assumed by the CEO
Organization
Coordinate the implementation
of information security
measures and work with the
Emergency Response Team to Management Audit Team Evaluate the implementation of
carry out information security Representative the information security
tasks management system
Plan and execute Information
all information Security Emergency
Implementation Response Team Take charge of responding to, and
security tasks
Team dealing with, any emergencies
occurred in the business premises,
and restoring the business premises
to the original conditions.
----- End of picture text -----
-
(2) Cyber-security policy
-
A. Enhance cyber-security awareness
-
B. Prevent data leak
-
C. Ensure business continuity
-
-
(3) Specific management plan, and the resources committed to the cyber-security management: The Company has introduced the Information Security Management System (ISMS), through which the Company converted each ISO 27001 control into internal, feasible management systems based on the ISO documentation hierarchy. In September 2019, the Company passed the ISO 27001 certification. Furthermore, the Company regularly reports to the Board of Directors on the status of implementation of information security management every year. The certification validity period is from Nov. 20, 2022 to Nov. 19, 2025.
-
List any losses suffered by the company in the most recent fiscal year and up to the annual report publication date due to significant cyber-security incidents, the possible impacts therefrom, and measures being or to be taken. If a reasonable estimate cannot be made, an explanation of the facts of why it cannot be made shall be provided: None
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VII. Important contracts
| April 25,2025 | April 25,2025 | ||||
|---|---|---|---|---|---|
| Item No. |
Type of contract |
Party | Contract start date and end date |
Main content | Restrictive clauses |
| 1 | Loan contract |
Bank SinoPac | May 13, 2024 ~ May 13,2026 |
Mid-term borrowings |
Mid-term credit loans |
| 2 | Loan contract |
CTBC Bank | Aug. 16, 2024 ~ Aug. 31,2025 |
Short-term borrowings |
General credit for a short-term credit loan and a mid-term unsecured contract performance guarantee |
| 3 | Loan contract |
DBS Bank Limited |
Oct. 2, 2024 ~ Oct. 2, 2025 |
Short-term borrowings |
Short-term credit loans |
| 4 | Loan contract |
CTBC Bank | Aug. 16, 2024 ~ Aug. 31,2025 |
Mid-term borrowings |
a mid-term unsecured contract performanceguarantee |
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Five. Review and Analysis of the Financial Position and Results of
Operations and Risk Management
I. Financial position
Unit: In NT$ thousand
| 2023 | 2024 | Difference | Difference | Dii | |
|---|---|---|---|---|---|
| Year | |||||
| Item | Amount | Amount | Amount | % | escrpton |
| Cash and cash equivalents | 4,660,977 |
7,014,917 |
2,353,940 |
51 |
Mainly due to revenue growth and profit increase |
| Notes receivable and accounts receivable |
787381 |
590,216 |
(197,165) |
(25) |
Mainly due to the proportion of machine sales revenue increased and the advance payment was transferred to revenue. |
| Inventories | 9,631,247 |
11,625,770 |
1,994,523 |
21 |
Mainly due to the stocking in response to the increase in machine orders in 2024, and some machines were being installed and tested but had not yet been accepted bycustomers. |
| Prepayments | 1,158,475 |
792,137 |
(366,338) |
(32) |
Mainly due to that the number of agency machines in 2024 was slightly lower than in 2023, resulting in a decrease in prepayments to original manufacturers. |
| Other assets | 168,835 |
71,242 |
(97,593) |
(58) |
Mainly due to a decrease in performance bond in 2024. |
| Financial assets at fair value through other comprehensive income |
210,136 |
279,028 |
68,892 |
33 |
Mainly due to the changes in the fair value of financial assets held for the long term and not for sale in the short term. |
| Investments accounted for usingequitymethod |
423,092 |
636,932 |
213,840 |
51 |
Maily caused by investment in YAYATECH Co. Ltd. |
| Property, plant and equipment |
1,533,603 |
1,634,599 |
100,996 |
7 |
Mainly due to the expansion of production and other factory equipment increases. |
| Deferred income tax assets |
156,634 |
241,777 |
85,143 |
54 |
Mainly due to the larger amount of deferred income tax arising from the provision for inventory depreciation losses, resulting in an increase in deferred income tax assets. |
| Other non-current assets | 192,467 |
597,123 |
404,656 |
210 |
Mainly due to the increase in equipment prepaid |
| Short-term borrowings | 296,529 |
563,221 |
266,692 |
90 |
Mainly due to the increase in the amount of short-term loan |
| Contract liabilities | 11,818,592 |
14,006,118 |
2,187,526 |
19 |
Note 1 |
| Notes receivable and accounts receivable |
1,873,273 |
1,487,448 |
(385,825) |
(21) |
Mainly due to the slight decrease in the purchase amount at the end of the period compared with the sameperiod lastyear. |
| Other accounts payable | 475,050 |
639,991 |
164,941 |
35 |
This is mainly due to the growth in operating income and net profit after tax, as well as the increase in salaries, bonuses, and remuneration payable to employees and directors. |
| Short-term warranty provision |
53,119 |
85,579 |
32,460 |
61 |
Mainly due to the increase in machine sales in thisperiod. |
| Other current liabilities | 210,542 |
204,911 |
(5,631) |
(3) |
Note 1 |
| Long-term bank borrowings |
0 |
1,145,654 |
1,145,654 |
100 |
Mainly due to the issuance of corporate bonds bythe Company |
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Unit: In NT$ thousand
| 2023 | 2024 | Difference | Difference | Dii | |
|---|---|---|---|---|---|
| Year | |||||
| Item | Amount | Amount | Amount | % | escrpton |
| Deferred income tax liabilities |
134,634 |
315,374 |
180,740 |
134 |
Mainly due to the temporary difference in the retained earnings of subsidiaries, which led to an increase in deferred income tax liabilities. |
| Lease liabilities | 71,855 |
73,440 |
1,585 |
2 |
Note 1 |
| Capital stock | 803,280 |
803,280 |
0 |
0 |
Note 1 |
| Capital surplus | 685,901 |
917,777 |
231,876 |
34 |
Mainly due to the issuance of corporate bonds bythe Company |
| Retained earnings | 2,474,871 |
3,080,882 |
606,011 |
24 |
Mailydue to thegrowth in after-taxprofit. |
| Shareholders’ equity - others |
25,201 |
160,066 |
134,865 |
535 |
Mainly due to the recognition of exchange rate adjustments and valuation gains on financial assets. |
Note 1. : Analysis is required only for the changes in the most recent two years that reach or exceed 20% or NT$10 million.
- Note 2.: The above-mentioned changes in accounting items have their own reasons, which are reasonable and have no significant impact on the financial operations of the Company.
II. Financial performance
| II. Financial performance | ||||
|---|---|---|---|---|
| Unit: In NT$1,000 | ||||
| Year | Changes | |||
| Item | 2023 | 2024 | Amount | % |
| Operatingrevenue | 6,911,981 | 9,688,280 | 2,776,299 | 40% |
| Operatingcost | 4,705,858 | 6,787,607 | 2,081,749 | 44% |
| Operating grossprofit | 2,206,123 | 2,900,673 | 694,550 | 31% |
| Realized operating grossprofit | 2,201,332 | 2,905,827 | 704,495 | 32% |
| Operatingexpenses | 1,483,610 | 1,790,278 | 306,668 | 21% |
| Operating profit | 717,722 | 1,115,549 | 397,827 | 55% |
| Non-operating income and | ||||
| 142,622 | 161,155 | 18,533 | 13% | |
| expenses | ||||
| Netprofits before tax | 860,344 | 1,276,704 | 416,360 | 48% |
| Income tax expense | 210,042 | 349,721 | 139,679 | 67% |
| Netprofit after tax | 650,302 | 926,983 | 276,681 | 43% |
| (I) Below is an explanation for the changes in the most recent two years that | reach or exceed 20% or NT$10 million: | |||
| 1. Operating income and costs, operating gross profit and realized operating | gross profit: Mainly due to the recovery of | |||
| the semiconductor industry this year and the increase in demand for equipment. | ||||
| 2. Operating expenses: Maily due to the growth of operating income, various operating activities increase and related | ||||
| operating expenses also grow simultaneously. | ||||
| 3. Operating income and income before taxes: Maily due to the increase in gross profit, both operating income and | ||||
| income before taxes increased simultaneously. | ||||
| 4. Income tax expense: Mainly due to the increase in profits this year. | ||||
| 5. Net profit after tax: Maily due to the growth of pre-tax net profit, the net profit after tax will grow simultaneously. | ||||
| (II)Expected sales volume and its basis, possible impact on the company's future financial operations and response | ||||
| plans: Based on the current market conditions and future development estimates of the semiconductor, compound | ||||
| semiconductor, FPD, OLED and other industries, as well as the increase in the scale of self-made equipment | ||||
| operations, it is expected that revenue will show a growth trend in 2025. | ||||
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III. Cash flow
Analysis of cash flow changes during the most recent fiscal year, corrective measures to be taken in response to illiquidity, and a liquidity analysis for the coming year:
Unit: %
| Year | |||
|---|---|---|---|
2023 |
2024 | Increase (decrease) ratio | |
| Item | |||
| Cash flow ratio | 6.82 | 10.16 | 48.97 |
| Cash flow adequacyratio | 52.02 | 52.31 | 0.56 |
| Cash flow reinvestment ratio | 14.71 | 19.51 | 32.63 |
Analysis of percentage increase / decrease:
-
Cash flow ratio: Mainly due to revenue growth, pre-tax net profit increased compared to last year, resulting in an increase in cash flow ratio
-
Cash flow adequacy ratio: There is no significant changes in this period.
-
Cash reinvestment ratio: Mainly due to the investment in YAYATECH Co. Ltd and the expansion of production, resulting in an increase in prepaid equipment payments and the cash reinvestment ratio
| ratio | |||||
|---|---|---|---|---|---|
| Unit: In NT$1,000 | |||||
| Opening Balance | Estimated cash flow from |
Estimated cash | Remedy for estimated | ||
| outflow for the | Estimated cash surplus |
cash shortfalls | |||
| operatingactivities | year | Investmentplan | Financing plan | ||
| 4,544,695 | 1,300,000 | (650,000) | 3,894,695 | - | - |
| (I) Analysis of the estimated cash flows for 2025 1. Operating activities: The net cash inflow is estimated to be NT$ 1,300,000 thousand as a result of a net cash inflow from operating activities, which is mainly due to the expectation that operating revenue will continue to grow, that collection of accounts receivable will accelerate, and that expenses will be controlled properly. 2. Investing activities: The net cash outflow is estimated to be NT$1,500,000 thousand, mainly due to the increase in capital expenditure. 3. Financing activities: The net cash outflow is estimated to be NT$450,000 thousand, mainly due to the net cash outflow that is used to repay bank loans and pay cash dividends, and raising convertible corporate bonds. (II)Measures to be taken to cope with a cash shortfall and liquidityanalysis: N/A. |
IV. Effect of major capital expenditures on finance and business matters in the most recent
year
The fund for the Company’s purchase of the land and plants in Tainan mainly comes from its working capital, so there is no material effect on its financials or business.
V. Investment policy for the most recent year, the main reasons for profit or loss, improvement plan, and investment plan for the coming year
1. Investment policy for the most recent year
For the purposes of managing and controlling investees, the Company has formulated the “Regulations Governing the Acquisition and Disposal of Assets”; doing so enables the Company to grasp the financials and business conditions of investees. In addition, the Company has also
130
formulated the “Regulations Governing the Monitoring of Subsidiaries” under its internal control system, so as to urge subsidiaries to formulate relevant operating procedures for their material financial and business matters; furthermore, the Company also supervises subsidiaries’ carrying out work by laws and their internal regulations, and establishes a risk management mechanism for subsidiaries, so as to maximize the operating performance.
- Main reasons for profit or loss in the most recent year, improvement plan, and investment plan for the coming year
| Unit: NT$1,000 | Unit: NT$1,000 | ||||
|---|---|---|---|---|---|
| Investment | |||||
| Investment | Reasons for profit | plan for the | |||
| Description of item | Policy | Improvement plan | |||
| amount (Note) | or loss | following | |||
| year | |||||
| Natgem Inc. | 33,000 | None | Transition to a group which provides charitable services |
None | None |
| Acromass Technologies, Inc. |
270,000 | None | The integration and R&D of hardware and software failed to keep up with the market demand trends. |
Dissolved through a resolution. |
None |
| Scientech Engineering Corp.(Shanghai) |
USD 4,870 | Increase the penetration rate in the semiconductor industry in China |
Semiconductor customers gradually recognize the products for which the Company is an agent as well as the services and installation technology provided bythe Company. |
Improve the understanding of products and installation solutions and technologies. |
None |
| Scientech Gmbh | 10,672 | Increase the penetration rate in the semiconductor industryin Europe. |
New to the European market |
Increase product visibility |
None |
| Transcend Capital Corp. |
417,289 | Offshore holding company |
profit or loss of investees accounted for using the equity method |
None | None |
| Xtek Semiconductor (Huangshi) Co., Ltd. |
USD14,268 |
Increase the penetration rate in the semiconductor industry in China |
New to the Chinese market |
Accelerate the trial production and have the products pass customers’ certification and shipped |
None |
| YAYATECH Co. Ltd. |
215,133 | Strategic alliance increases semiconductor testing equipment market. |
Market development in Taiwan, China, and Southeast Asia |
None | Hope to further increase investment holdings |
Note: Original investment cost.
- Investment plan in the following year: The Company plans to build factories in Hukou and Tainan for operational purposes in 2025. The source of funds will mainly be the company's existing operating funds. The amount of the construction contract will be determined after consultation and negotiation.
131
VI. Risk management, analysis, and assessment
-
Below is the description of the following matters occurred in the most recent year or in the current year up to the publication date of this annual report:
-
(1) The effects of interest rate change on the Group’s operating revenue and profit, and the Company’s concrete response measures therefor
-
A. The effects of interest rate change on the Group’s operating revenue and profit The interest income of the Group in 2024 was NT$166,676 thousand and the interest expense was NT$17,875 thousand. The ratios to the net operating income were 1.72% and 0.18% respectively, which are very small, so the impact of interest rate changes on the profit and loss of the Group should be limited.
-
B. The Group’s response measures for interest rate changes
- The Group should enhance the management of accounts receivable, gradually reduce the amount of liabilities, and improve the financial structure, so as to minimize the interest rate risk.
-
(2) The effects of exchange rate change on the Group’s operating revenue and profit, and the Company’s concrete response measures therefor
-
A. The effects of exchange rate change on the Group’s operating revenue and profit
Unit: NT$1,000
| Item | 2023 | 2024 |
|---|---|---|
| Exchange rate - appreciation/depreciation | 1% | 1% |
| Pre-tax profit decrease/increase | 25,799 | 32,231 |
| Net profits before tax | 860,344 | 1,276,704 |
| Percentage impacted | 3.00% | 2.52% |
The Group is affected mainly by the changes in the exchange rate of US dollars. Such effects were mitigated mainly by offsetting trade payable against trade receivable. As a result, the effects of exchange rate changes on the Group’s profit were about 3.0% and 2.52% in 2023 and 2024, respectively.
-
B. The Group’s concrete response measures for exchange rate changes
- To cope with the risks associated with exchange rate changes, the Group adopts the nature hedge strategy, that is, offsetting the trade receivable denominated in foreign currency against the purchase payable denominated in foreign currency. In addition, the Company’s finance department works closely with the Bank during the normal course of operations, and always collects the exchange rate trends, so that an agile response measure can be taken in a timely manner.
-
(3) The effects of inflation on the Group’s operating revenue and profit, and the Company’s concrete response measures therefor
-
A. The effects of inflation on the Group’s operating revenue and profit
- In 2024 and in the current year up to the publication date of this annual report, the Group did not see its profit or loss materially affected by inflation.
-
B. The Group’s concrete response measures for inflation
The Group will continue to monitor the price change of commonalities in the upstream, so as
132
to reduce the effect of cost variation on the Group’s profit or loss.
-
The company's policy regarding high-risk investments, highly leveraged investments, loans to other parties, endorsements, guarantees, and derivatives transactions; the main reasons for the profits/losses generated thereby; and response measures to be taken in the future.
-
(1) The Group did not engage in any high risk or highly leveraged investment in 2024 or in the current year up to the publication date of this annual report.
-
(2) The parties for which the Group made endorsement or guarantee in 2024 or in the current year up to the publication date of this annual report are the Company’s subsidiaries. Such endorsement and guarantee were made in accordance with the Company’s Regulations for Making Endorsement and Guarantee. For transaction details, refer to p.282 of the financial statements for 2024 that were attested by CPAs and p.214 of the consolidated financial statements for 2023 that were attested by CPAs.
-
(3) The parties to which the Group loaned funds in 2024 or in the current year up to the publication date of this annual report are the Company’s subsidiaries. Such loaning of funds was made in accordance with the Company’s Regulations for Loaning of Funds to Others. For transaction details, refer to p.281 of the financial statements for 2024 that were attested by CPAs and p.213 of the consolidated financial statements for 2024 that were attested by CPAs.
-
(4) The Group did not engage in derivatives trading in 2024 or in the current year up to the publication date of this annual report.
133
- Research and development work to be carried out in the future, and further expenditures expected for research and development work: The Company plans to invest about NT$445,700 thousand in the R&D in the fields of equipment manufacturing and wafer reclaim in 2025; such amount may be adjusted where appropriate depending on the actual operating and R&D status.
| Estimated | ||||
|---|---|---|---|---|
| time for | ||||
| Current | ||||
| Plan Name | Description Of Plan | mass | Main factors for success | |
| Progress | ||||
| production | ||||
| (Note) | ||||
| Semiconductor Equipment |
1. 12-inch advanced process batch type cleaning equipment |
Under development |
2025 | The advanced process equipment was developed by referencing the past experience in which the 8”/12’ advanced process batch type cleaning equipment that had passed the certification at the clients’ end, and by hiring experienced professional talent as design advisers. |
| 2. Development of the new-generation single- wafer wet process cleaning equipment |
Under development |
2025 | The equipment was developed, tailored to customers’ process requirements by referencing the user experience with the 12” single-wafer process equipment in the past, and by incorporating the technologies newly developed by suppliers. |
|
| 3. Next-generation wafer and glass temporary bonding/debonding process equipment |
Under development |
2025 | The equipment was developed by taking into account the requirements of advanced packaging customers, by leveraging the priority right to enhance prior art, and by considering the properties of the materials employed. |
|
| 4. Square wafer hanger type electroplating process equipment |
Under development |
2025 | The design was optimized by referencing the user experience with the single-wafer and batch type process equipment in the past, and by considering customers’ process requirements; this will enable the Company to satisfy advanced packaging customers requirements for the various sizes of square wafer. |
|
| 5. Mask process cleaning equipment |
Under development |
2025 | Developing customized solutions based on customers’ process needs, collaborating with the customers to verify feasibility, and ultimately integrating with the customers’ existing device technolog |
134
| Estimated | ||||
|---|---|---|---|---|
| time for | ||||
| Current | ||||
| Plan Name | Description Of Plan | mass | Main factors for success | |
| Progress | ||||
| production | ||||
| (Note) | ||||
| To improve the technology of silicon wafer reclaim process |
1. To improve the wafer- polishing technology 2. To improve the wafer- cleaning technology |
Under development |
2025 | 1. Being experienced in process optimization, the Company is able to design the most effective inspection tools tailored to customers’ requirements. 2. Possessing the capability to independently develop cleaning equipment, the Company is able to design the cleaning equipment fit for the characteristics of current process, thus achieving the optimal results. 3. With its process technology and the quality thereof highly regarded by customers, SCIENTECH was entrusted by customers to develop the most advancedproducts. |
Note: The said estimated time for mass production is exclusively for the R&D plan. The actual product mass production time is subject to the demands of the market and customers.
-
Effect of changes in important laws and policies at home and abroad on the Group's financials and business affairs, and measures to be taken in response:
-
In the most recent year and in the current year up to the publication of this annual report, there was no change in important laws or policies at home and abroad which is able to significantly impact the Group’s financials or business affairs.
-
Effect of technological changes (including cyber-security risks) and industrial changes on the Group’s financials and business affairs, and measures to be taken in response.
The Company has been attaching importance to the improvement in R&D capability in order to embrace the challenges accompanied by technological changes. In the most recent year and in the current year up to the publication of this annual report, there was no technological change or industrial change which is able to significantly impact the Group’s financials or business affairs. The Company values the management of cyber-security risks, in that it passed the ISO 27001 certification in October 2019 that the certification is valid from Nov. 20, 2022 to Nov. 19, 2025. In addition, the Company reports to the Board of Directors on the implementation of information security management every year, hoping to mitigate cyber-security risks and thereby ensure the security of Company’s operations.
- Effect of changes in corporate image on corporate crisis management, and measures to be taken in response:
In the most recent year and in the current year up to the publication date of this annual report, there was no occurrence of events that are significant enough to effect a change in the Group’s corporate image.
135
-
Expected benefits and possible risks associated with any merger and acquisitions, and mitigation measures being or to be taken: None.
-
Expected benefits and possible risks associated with any plant expansion, and mitigation measures being or to be taken:
In the most recent year and in the current year up to the publication date of this annual report, the Group purchased land and plants in Tainan, mainly to set up the Tainan Office to serve customers in southern Taiwan, and to prepare for potential expansion of the southern factory. It is expected that the production capacity and sales amount of self-made equipment will increase; self-made equipment is the main business of the Company, and it is an expansion plan in response to market supply and demand, and the funds are self-owned funds, so the risks are still within the controllable range.
-
Risks associated with any consolidation of sales or purchasing operations, and mitigation measures being or to be taken:
-
In 2024 and in 2025 Q1, the Group’s sales to TSMC accounted for 21.02% and 27.28%, respectively, of total sales; judging from the percentage, sales were relatively concentrated. This is mainly because TSMC is a leading semiconductor giant whose demands for semiconductor equipment and wafer reclaim service have always been immense. In this respect, the Group’s concentration of sales to TSMC is a normal supply and demand phenomena in the industry. The Group has managed to develop products for the various industries, e.g., semiconductor, optoelectronics, solar energy, so as to reduce its sales concentration. In the most recent year and in the current year up to the publication date of this annual report, the Group’s purchase exhibited no sign of concentration.
-
Effect upon and risk to the Group in the event a major quantity of shares belonging to a director, supervisor, or shareholder holding greater than a 10 percent stake in the Group has been transferred or has otherwise changed hands, and mitigation measures being or to be taken.
In the most recent year and in the current year up to the publication date of this annual report, the Group did not see any of its directors or major shareholders whose shareholding in the Group is more than 10% have a substantial amount of the Group’s shares transferred or change hands.
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Effect upon and risk to the Company associated with any change in management rights
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In the most recent year and in the current year up to the publication date of this annual report, the Group did not see its management rights changed.
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Litigious and non-litigious matters
In the most recent two years and in the current year up to the publication date of this annual report, the Group did not encounter any major litigious, non-litigious, or administrative disputes which have been concluded by means of a final and unappeasable judgment, or are still under litigation; and might lead to a consequence that would significantly impact the Group’s financials and business affairs.
- Other important risks, and mitigation measures being or to be taken.
In terms of information security assessment, the Company has formulated the Information Security Management Policy to govern matters relating to information security within the Company. In
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addition, the Company also introduced the ISO27001 Information Security Management System in October 2019 and obtained the ISO 27001:2013 in October 2019 in order to ensure the effectiveness and compliance of each management system. So far the Company does not have any material operating risks.
VII. Other important matters: None.
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Six. Special Items
I. Information on affiliates
- (I) Consolidated business report of associates:
Please refer to the website of Market Observation Post system/ Basic Information/
E-Book/Affiliated Enterprises Tri-Party Reports Area.
https://mopsov.twse.com.tw/mops/web/t57sb01_q10
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(II) Consolidated Financial Statements of Associates
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Please refer to the website of Market Observation Post system/ E-book/Financial Report/Consolidated Financial Report
https://mopsov.twse.com.tw/mops/web/t57sb01_q1
(III) Business report of associates: None.
II. Private placement of marketable securities in the most recent year and the current year up till the publication date of this annual report
The Company did not conduct any private placement of marketable securities in the most recent year and the current year up till the publication date of this annual report.
III. Other matters that require additional explanation: None.
Seven. Matters Wielding Material Impacts
- I. If any of the situations listed in Subparagraph 2, Paragraph 3, Article 36 of the Securities and Exchange Act, which might materially affect shareholders' equity or the price of the company's securities, have occurred during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report: None.
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