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T.S.M.C. — Annual Report 2024
Jun 4, 2025
51769_rns_2025-06-04_34e6f01d-f00e-4b56-a320-b8b6e043dfde.pdf
Annual Report
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TWSE : 1310
2024 Annual Report
MOPS : http://mops.twse.com.tw
Company Website : http://www.smct.com.tw

Taiwan Styrene Monomer Corporation
Printed on April 15, 2025
Notice to Readers
For the convenience of readers, the Annual Report has been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any different in the interpretation of the two version, the Chinese version shall prevail.
I. Spokesman
Name : Joe Lu
Title : Director of Investment Division
Tel : +886 2 396-6007
E-mail : [email protected]
Acting Spokesman
Name : Paul Chen
Title : Chief Financial Officer and Chief Corporate Governance Officer
Tel : +886 2 396-6007
E-mail : [email protected]
II. Headquarters
Address : 8F.-1, No. 6, Sec. 1, Roosevelt Rd., Taipei City, Taiwan
Tel : +886 2 396-6007
Kaohsiung Plant
Address : No. 7, Industrial 1st Rd., Linyuan Dist., Kaohsiung City, Taiwan
Tel : +886 7 641-4511
III. Stock transfer agency
Name : Concord Securities Co., Ltd.
Address : B1, No.176, Sec.1, Keelung Rd., Xinyi Dist., Taipei City
Tel : +886 2 8787-1888
Web : www.6016.com.tw
IV. Auditors
Name of the accounting firm : KPMG
Name : Lin, Wu and Yung-Sheng, Wang
Address : 68F., No. 7, Sec. 5, Xinyi Rd., Xinyi Dist., Taipei City (Taipei 101 Tower)
Tel : +886 2 8101-6666
Web : www.kpmg.com/tw
V. Overseas Securities Exchange : None
VI. T.S.M.C. Website : www.smct.com.tw
Table of Content
01 Letter to Shareholders 1
02 Company Governance 4
2.1 Directors and Management Team 4
2.2 Remuneration paid to Directors, General Managers and Deputy General Managers in the Most Recent Year 12
2.3 Implementation of Corporate Governance 18
2.4 Information on CPA Professional Fee 60
2.5 Replacement of CPA 61
2.6 The Company's Chairman, General Manager or any Managerial Officer in Charge of Finance or Accounting Matters Has Not in the Most Recent Year Held a Position at the Accounting Firm of its CPA or at an Affiliated Enterprise of Such Accounting Firm 62
2.7 Changes in Shareholders of Directors, Managerial Officer, and Major Shareholders 62
2.8 Related Party Relationship among the Company's top 10 shareholders 63
2.9 Consolidated Shareholding Ratio in of Investees 64
03 Fund Raising 65
3.1 Capital and Shares 65
3.2 Corporate Bonds 68
3.3 Preferred Shares 68
3.4 Global Depositary receipts 68
3.5 Status of Employee Stock Options 68
3.6 Status of Employee Restricted Stock 68
3.7 Status of New Shares Issuance in Connection with Mergers and Acquisitions 68
3.8 Funding Plans and Implementation 68
04 Operational Highlight 68
4.1 Business Activities 68
4.2 Market and Sales Overview 70
4.3 Human Resources 74
4.4 Environmental Protection Expenditure 74
4.5 Labor Relations 74
4.6 Cyber Security Management 77
4.7 Important Contracts 78
05 Financial Status, Operating Results, and Risk Management 79
5.1 Financial Status 79
5.2 Operation Results 80
5.3 Cash Flow 80
5.4 Major Capital Expenditure Items 81
5.5 Investment Policy for the Most Recent Fiscal Year, and the Main Causes for Profits or Losses, Improvement Plans and the Investment Plans for the Coming Year 81
5.6 Analysis of Risk Management 81
5.7 Other Important Matters 83
06 Special Disclosure 84
6.1 Information of the Company's Affiliates 84
6.2 Private Equity Securities 84
6.3 Other Necessary Remark 84
07 Items Which Might Material Affect Shareholders' Equity or Prices of the Company' Securities Specified in Subparagraph 2, Paragraph 3, Article 36 of the Securities and Exchange Act. 84
-1-
01 Letter to Shareholders
Dear Shareholders,
1.1 2024 Business Report
The global economy improved slightly last year (2024). The data shown by International Monetary Fund (IMF) reveals that global economic growth was 3.2%, which is higher than previous year (2023), 3.0%. Taiwan’s exports improved by 5.1% last year compared with the previous year; while petrochemical product exports dropped by 3.7%. Last year, China added 950,000 tons of Styrene Monomer (SM) production capacity, resulting in a serious oversupply in the SM market. Due to weak end demand, SM downstream industries suffered serious losses and carried out substantial production cuts and destocking. Accordingly, the Company have no choice but reduce production in response and generate losses.
In the severe situation of the SM market in Northeast Asia last year, the Company actively stabilized production, and engaged in foreign exchange hedging operations to reduce operating losses. However, there is an 19.7% increase in revenue, the Company incurred a net loss of NT$ 383,607 thousand, and the EPS for the entire year was -0.72.
The consolidated revenue of the Taiwan Styrene Monomer Group in 2024 was NT$ 11,422,940 thousand, an increase of NT$ 1,881,758 thousand, compared to 2023. The consolidated net loss before tax was NT$ 482,480 thousand, a decrease of NT$ 100,581 thousand, compared to 2023. The consolidated net loss was NT$ 383,607 thousand, and the net loss attributable to the owners of the parent company was NT$ 380,846 thousand in 2024.
The revenue of Parent Company was NT$ 11,243,294 thousand, accounting for 98.43% of the consolidated revenue. Here is a brief summary of Parent Company’s business in 2024:
Main Products Comparison between 2024 and 2023 are as follow- For SM, total production for 2024 was 292,539 tons, an increase of 23,274 tons compared to 269,265 tons in 2023; total sales volume for 2024 was 296,840 tons, an increase of 29,365 tons compared to 267,475 tons in 2023. For P-Diethylbenzene(PDEB), sales volume for 2024 was 2,184 tons, a decrease of 390 tons compared to 2,574 tons in 2023; for toluene, sales volume for 2024 was 6,671 tons, an increase of 696 tons compared to 5,975 tons in 2023.
The revenue of Parent Company for 2024 was NT$ 11,243,294 thousand, an increase of NT$ 1,924,052 thousand compared to NT$ 9,319,242 thousand in 2023; our net loss after tax for 2024 was NT$ 380,846 thousand, a decrease of NT$ 81,338 thousand compared to net loss NT$ 462,184 thousand in 2023. The revenue of subsidiaries for 2024 was NT$ 179,646 thousand, a decrease of NT$ 42,294 thousand compared to NT$ 221,940 thousand in 2023.
-2-
1.2 Summary of Business Plan for 2025
- Operating tenet: Sustainable operations, continuous improvement, spending reduction and energy transition planning
- Sales strategy: Short-chain supply, mainly domestic sale, differentiated response and expanding SM recycling business.
- Expected number of sales
A. Styrene Monomer (SM)
Outlook for the current year (2025): The International Monetary Fund (IMF) predicts that global economic growth will be 3.3% this year, which is equivalent to 3.2% last year (2024). The global economic outlook is still subject to the policies by the US government. Although the US economic performance is better than expectation recently, major changes in US fiscal, trade and immigration policies in the future remain unknown.
B. P-Diethylbenzene (PDEB)
Since more than 80% of paradiethylbenzene products are exported and processed by bidding, we will try our best to obtain bids, and the sales volume target this year is 2,600 tons.
1.3 Future Company Development Strategy
China will continuously increase large amount of new SM production capacity in next three years, the global economic downturn and poor terminal demand will lead SM market to continue to be sluggish. Therefore, our SM operating strategy will no longer pursue "full production and full sales", but will adopt short-chain supply, differentiated response, and expand SM recycling business this year. The Company will also continue to focus on strengthening the competitiveness of its core SM products. Besides reducing operating costs and expenses, the Company keep making effort to adjust production, sales and inventory in order to make profits. In addition, in line with the government's policy of achieving net zero carbon emissions by 2050, the Company is actively evaluating various possible strategies for transformation to meet future challenges.
1.4 Influence of External Competitive Environment, Regulatory Environment and Overall Business Environment
The current issues of SM industry: the threat of US tariffs to global economic growth, and new SM production capacity of China, resulting in a serious oversupply in the market. In addition, the entry into force of the Regional Comprehensive Economic Partnership (RCEP) will bring about unequal competition for Taiwan's petrochemical product exports. Furthermore, the increasing environmental awareness in Taiwan, stricter environmental regulations. Kaohsiung City Government asks the companies within its jurisdiction to stop using coal this year (2025), and the imposition of carbon taxes starting by next (2026) year have all raised the operating
costs of the Company, making the future operating environment even more challenging.
The Company will continue various improvement works. When setting business goals, we can meet industrial safety and environmental protection requirements such as safe production, energy saving and carbon reduction, in order to overcome the challenges that come one after another. The Company will continue to develop, improve production technology, reduce production costs, improve business performance, and will continue to rectify the reinvestment business, seek new business opportunities and strive for transformation at the same time to act in the best interest for shareholders and live up to the support and expectations of shareholders.
I wish you all good health and good luck
Chairman:

General Manager:

Accounting Supervisor:

-4-
02 Corporate Governance Report
2.1 Directors and Management Team
2.1.1 Directors
March 30, 2025 Unit: shares; %
| Job title | Nationality / Place of Registration | Name | Gender Age | Date Elected (Note 1) | Term | Date First Elected | Shareholding When Elected | Current Shareholding | Spouse & minor Shareholding | Shareholding by Nominees | Education and Work Experience | Other Position Concurrently Held at the Company or Other Companies | Executives, Directors or Supervisors who are related by Spouse or within the second degree of funding | Remarks | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Shares | % | Title | Name | Relative May | ||||||||||
| Chairman | R.O.C | Taiwan Styrene Investment Inc. Representative: Wen Yuan Lin | Male Above 71 | 2024.05.31 | 3 years | 2013.09.30 | 10,000,000 | 1.89 | 10,000,000 | 1.89 | - | - | - | - | Master of Civil Engineering, University of Hawaii | |||||
| How Chairmen of the State-owned Business Committee of the Ministry of Economic Affairs. | ||||||||||||||||||||
| Chairman of China Steel Corporation | ||||||||||||||||||||
| Chairman of Taiwan Cogeneration Corporation | ||||||||||||||||||||
| Chairman of Yangmingchen Tien Lai Resort & SPA Co., Ltd. | ||||||||||||||||||||
| Chairman of Taiwan Styrene Moreover Corporation | ||||||||||||||||||||
| Chairman of Taiwan Power Company | ||||||||||||||||||||
| Chairman of Eastern Integrated Marketing Company | ||||||||||||||||||||
| Managing Director of Bank of Kaohsiung | ||||||||||||||||||||
| Director of Nantie Enterprise Co., Ltd. | ||||||||||||||||||||
| Director of United Renewable Energy Co., Ltd. | Chairman of Taiwan Styrene Moreover Corporation | |||||||||||||||||||
| Chairman of Eastern Broadcasting Co., Ltd. | ||||||||||||||||||||
| Chairman of Overseas Investment & Development Corp. | ||||||||||||||||||||
| Director of Yangmingchen Tien Lai Resort & SPA Co., Ltd. | ||||||||||||||||||||
| Director of Sloria Material Technology Corp. | ||||||||||||||||||||
| Independent Director of TMI Corporation | ||||||||||||||||||||
| Independent director of Locca Coil Co., Ltd. | Director | Jeff Chen | In law | (Note 2) | ||||||||||||||||
| 505,000 | 0.02 | 505,000 | 0.02 | |||||||||||||||||
| Director | R.O.C | Taiwan Chemical Green Energy Co., Ltd. Representative: Joseph Wang | Male 51-70 | 2024.05.31 | 3 years | 2024.05.31 | 10,000 | 0.002 | 10,000 | 0.002 | - | - | - | - | Department of Law, NCIA1 | |||||
| Director of RMC Chem Industrial Co., Ltd. | ||||||||||||||||||||
| Independent Director of Asun Motor Co., Ltd. | ||||||||||||||||||||
| Independent Director of Golden Huang Long Construction Co., Ltd. | Director of Taiwan Styrene Moreover Corporation | |||||||||||||||||||
| Chairman of Taiwan Steel Group United Co., Ltd. | ||||||||||||||||||||
| Chairman of Sloria Material Technology Corp. | ||||||||||||||||||||
| Chairman of S-Tech Corp. | ||||||||||||||||||||
| Chairman of Taiwan Natcom Investment Holding Co., Ltd. | ||||||||||||||||||||
| Chairman of King's Asset Management Co., Ltd. | ||||||||||||||||||||
| Chairman of TSE Heads Baseball Team Co., Ltd. | ||||||||||||||||||||
| Chairman of Taiwan Steel Sport Marketing Co., Ltd. | ||||||||||||||||||||
| Chairman of Ho Yang Investment Corp. | ||||||||||||||||||||
| Chairman of Nong Yang Investment Co., Ltd. | ||||||||||||||||||||
| Chairman of Jade Colorful Co. | ||||||||||||||||||||
| Chairman of East Win Administration Consultant Co., Ltd. | ||||||||||||||||||||
| Chairman of Dong Ting Enterprise Co., Ltd. | ||||||||||||||||||||
| Chairman of Golden Win International CORP. | ||||||||||||||||||||
| Director of Taiwan Steel University of Science and Technology | ||||||||||||||||||||
| Director of Soft World International Corporation | ||||||||||||||||||||
| Director of D-Link Corporation | ||||||||||||||||||||
| Director of Chun Yu Menlo & Co., Ltd. | ||||||||||||||||||||
| Director of UFC GYM TRAINING UNITED | ||||||||||||||||||||
| Supervisor of Chun Yu (DongSuan) Metal Products Co., Ltd. | ||||||||||||||||||||
| Supervisor of Shanghai Ushua Hardware Products Co., Ltd. | ||||||||||||||||||||
| Director of Shanghai Chun Zu Machinery Industry Co., Ltd. | ||||||||||||||||||||
| Chairman of Guangzhou Solideay Special Metal Co., Ltd. | ||||||||||||||||||||
| Chairman of Tianjin Solideay Special Metal Co., Ltd. | ||||||||||||||||||||
| Chairman of Xian Solideay Special Metal Co., Ltd. | ||||||||||||||||||||
| Chairman of Uasing Shengfang Metal Material Technology Co., Ltd. | ||||||||||||||||||||
| Chairman of Xinyi Tse Steel Inc. | ||||||||||||||||||||
| Chairman of Sloria Material Technology Japan Co., Ltd. | ||||||||||||||||||||
| Chairman of G. PAO ENTERPRISES LTD. | ||||||||||||||||||||
| Chairman of ALL NEW ENTERPRISES LTD. | ||||||||||||||||||||
| Chairman of HVTN ENTERPRISES LTD. | ||||||||||||||||||||
| Attorney at law at Pro Lye Firm | - | - | - | |||||||||||||||||
| 0 | 0 | 0 | 0 | 0 | ||||||||||||||||
| Director | R.O.C | Taiwan Chemical Green Energy Co., Ltd. Representative: Tiffany Wang | Female 51-60 | 2024.05.31 | 3 years | 2024.05.31 | 10,000 | 0.002 | 10,000 | 0.002 | - | - | - | - | Fourth Senior Vocational School of Commerce and Technology | |||||
| Director and President of East Win Administration Consultant Co., Ltd. | Director of Taiwan Styrene Moreover Corporation | |||||||||||||||||||
| Director and President of East Win Administration Consultant Co., Ltd. | ||||||||||||||||||||
| Director of Golden Win International CORP. | - | - | - |
| Job title | Nationality / Place of Registration | Name | Gender Age | Date Elected (Note 2) | Term | Date First Elected | Shareholding When Elected | Current Shareholding | Spleen & minor Shareholding | Shareholding by Nominees | Education and Work Experience | Other Position Concurrently Held at the Company or Other Companies | Executives, Directors or Supervisors who are related by Spouse or within the second degree of Intake | Remark |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Shares | % | Title | Name | Relative Aka | ||||
| Director | R.O.C | Chun Yu Works & Co., Ltd. | ||||||||||||
| Representative: Chi Tai Chun | Male | |||||||||||||
| About 75 | 2024.05.31 | 3 years | 2021.10.14 | 11,678,000 | 2.21 | 11,678,000 | 2.21 | – | – | – | – | Commercial Department of National Taiwan Commercial Vocational Senior High School | ||
| Chairman of Chun Zu Machinery Industry Co., Ltd. | ||||||||||||||
| Chairman of Li Chiao Investment Co., Ltd | Director of Taiwan Styrene Monomer Corporation | |||||||||||||
| Chairman of Chun Beng Premium Co., Ltd. | ||||||||||||||
| Chairman of Jing Xien Investment Co., Ltd. | ||||||||||||||
| Chairman of Chun Yu Investment Co., Ltd. | ||||||||||||||
| Chairman of Chun Yu Bio Tech Corp. | ||||||||||||||
| Chairman of Pei Chu Yuan Investment Co., Ltd. | ||||||||||||||
| Chairman of Chun Yu Works & Co., Ltd. | ||||||||||||||
| Director of Chun Zu Machinery Industry Co., Ltd. | ||||||||||||||
| Director of SPCO Industrial Corp. | ||||||||||||||
| Director of Qian Yan Steel | ||||||||||||||
| Director of YUNG FU CO., LTD. | ||||||||||||||
| Supervisor of TSG Hawks Baseball Team Co., Ltd. | ||||||||||||||
| Supervisor of Taiwan Steel Sport Marketing Co., Ltd. | ||||||||||||||
| Supervisor of TONG HORNG METAL INDUSTRIAL CO., LTD. | – | – | ||||||||||||
| 0 | 0 | 0 | 0 | |||||||||||
| Director | R.O.C | Chuanyu Investment Holding Co., Ltd. | ||||||||||||
| Representative: Jeff Chen | Male | |||||||||||||
| 41–50 | 2024.05.31 | 3 years | 2024.05.31 | 2,871,000 | 0.54 | 2,871,000 | 0.54 | – | – | – | – | DABA, Guanghua School of Management, Peking University | ||
| Bachelor of Mechanical Engineering, UC Berkeley | ||||||||||||||
| Research Fellow, Harvard Business School | Director of Taiwan Styrene Monomer Corporation | |||||||||||||
| Chairman of Chuanyu Investment Holding Co., Ltd. | ||||||||||||||
| Chairman of Yu Chuan Cultural Investment Co., Ltd. | ||||||||||||||
| Chairman of Yueqi Industrial Co., Ltd. | ||||||||||||||
| Chairman of Yeatai Industrial Co., Ltd. | ||||||||||||||
| Chairman of Taoyuan Industrial Co., Ltd. | ||||||||||||||
| Chairman of Yueli Industrial Co., Ltd. | ||||||||||||||
| Chairman of Yingke Agriculture and Animal Husbandry Co., Ltd. | ||||||||||||||
| Chairman of Huazing Co., Ltd. | ||||||||||||||
| Director of Bank of Kaohsiung | ||||||||||||||
| Director of Adimmune Corporation | ||||||||||||||
| Director of Sanheu Biosciences, Inc. | ||||||||||||||
| Director of Jingcheng Investment Holdings Co., Ltd. | ||||||||||||||
| Director of Chengchi Environmental Technology Co., Ltd. | ||||||||||||||
| Director of Hani Shiuen Co., Ltd. | ||||||||||||||
| Director of Wen Teng Investment Co., Ltd. | ||||||||||||||
| Director of Tianpu Enterprise Co., Ltd. | ||||||||||||||
| Director of TAN JIGEN CO., LTD. | ||||||||||||||
| Director of Runcheng Co., Ltd. | ||||||||||||||
| Director of Licun Co., Ltd. | ||||||||||||||
| Director of Jiulong Co., Ltd. | Director | Wen Yuan Lin | In Use | |||||||||||
| 0 | 0 | 0 | 0 | |||||||||||
| Director | R.O.C | Jip Ching Development Co., Ltd. | ||||||||||||
| Representative: Din Kei, Hsu | Male | |||||||||||||
| 41-70 | 2024.05.31 | 3 years | 2016.04.03 | 487,000 | 0.09 | 487,000 | 0.09 | – | – | – | – | Master of China-UmballStatus relations, PCCU | ||
| Publisher and general manager of SCESE ENTERPRISE CO., LTD. | ||||||||||||||
| Chief of Taipei Tri News Center | ||||||||||||||
| Deputy Chief, Editorial Department, Independence Gweing Post- | ||||||||||||||
| Supervisor of Taiwan Styrene Monomer Corporation | Director of Taiwan Styrene Monomer Corporation | |||||||||||||
| Director of SCESE ENTERPRISE CO., LTD. | ||||||||||||||
| Director of Yuan Feo Development CO., LTD. | ||||||||||||||
| Director of SHICO SUN HIGH INDUSTRIAL CO., LTD. | – | – | ||||||||||||
| 0 | 0 | 0 | 0 | |||||||||||
| Director | R.O.C | Jip Chiang Co., Ltd. | ||||||||||||
| Representative: Kun Ching Chang | Male | |||||||||||||
| About 75 | 2024.05.31 | 3 years | 2019.01.31 | 760,000 | 0.14 | 800,000 | 0.15 | – | – | – | – | Department of Wispang & transportation management, WTEU | ||
| Chairman of Book Taiwan Life Insurance | Director of Taiwan Styrene Monomer Corporation | – | – | (Note 2) | ||||||||||
| 0 | 0 | 0 | 0 | |||||||||||
| Independent Director | R.O.C | Chin-Chun Chien | Male | |||||||||||
| 41–79 | 2024.05.31 | 3 years | 2019.01.31 | 0 | 0 | 0 | 0 | – | – | – | – | PRO Accounting), Rutgers University, USA | ||
| Professor, Department of Accounting, NCRU | ||||||||||||||
| Independent Director of Yun Yi Industrial Corp. | ||||||||||||||
| Independent Director of Sharia Material Technology Corp. | ||||||||||||||
| Independent Director of Ji Yock Corp. | Independent Director of Taiwan Styrene Monomer Corporation | |||||||||||||
| Director of Chun Yu Works & Co., Ltd. | ||||||||||||||
| Director of Kalli World International Corporation | – | – | – |
| Job title | Nationality / Place of Registration | Name | Gender Age | Date Elected (Note 2) | Term | Date First Elected | Shareholding When Elected | Current Shareholding | Spleen & minor Shareholding | Shareholding by Nominees | Education and Work Experience | Other Position Concurrently Held at the Company or Other Companies | Executives, Directors or Supervisors who are related by Spleen or within the second degree of funding | Remark | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Shares | % | Title | Name | Relative Aka | ||||||||||
| Independent Director | R.O.C | Jai-Wa Huang | Male 61-79 | 2024.05.31 | 3 years | 2021.10.14 | 0 | 0 | 0 | 0 | - | - | - | - | Mechanical Engineering, Wing Cth Institute of Technology General manager of CHANG HWA COMMERCIAL BANK, LTD. Deputy general manager and general auditor of Bank of Taiwan | Independent Director of Taiwan Stynne Menemor Corporation Independent Director of United Filter Optic Communication Inc. Independent Director of Hi-Loi Foods Co., Ltd. | - | - | - | |
| Independent Director | R.O.C | Tsu-Meng Liu | Male 61-79 | 2024.05.31 | 3 years | 2023.05.30 | 0 | 0 | 0 | 0 | - | - | - | - | OMBA of NCKU Department of Accounting, CICU Certified Public Accountant, PwC Partner of Audit Services Department, PwC Director, PwC Associate professor and adjunct expert, NCKU Chairman and consultant of the Southern District Office of CEN ASSOCIATION R.O.C (TANAMA) Chairman and Executive Director of Tainan Tax Agents Association Executive Director of Accounting Cultural and Educational Foundation, NCKU Member of Utilization of Operation Fund Committee of Science Park Bureau, Executive Fuan Supervisor of Environmental Rights Foundation Mediators Member of Taiwan Tainan District Court Mediators Committee | Independent Director of Taiwan Stynne Menemor Corporation Independent Director of Global Material Technology Corp. Independent Director of Finewe Technology Co., Ltd. | - | - | - | |
| Independent Director | R.O.C | Ra-Liu Chung | Female 31-80 | 2024.05.31 | 3 years | 2024.05.31 | 0 | 0 | 0 | 0 | - | - | - | - | Department of Finance Banking of UDC Executive assistant of Perhome Hotels & Resorts | Independent Director of Taiwan Stynne Menemor Corporation Executive assistant of Jgollop Tech Inc.. | - | - | - |
Note 1: The Company's directors (including independent directors) were re-elected on May 31, 2024. Chairman Wen-yuan Lin was elected by the Board of Directors on the same day
Note 2: In order to meet the needs of the company's business development, Chairman Wen-yuan Lin concurrently serves as the company's CEO.
Note 3: The legal representative was reassigned, and the legal representative of Kai Chiang Co., Ltd. was changed from Joanne Sun to Kuo-Ching Chang on July 1, 2024.
2.1.2 Major Shareholders of Corporate Shareholders
Table 1: Major shareholders of Institutional Shareholders
March 30, 2025
| Name of Institutional Shareholders | Major shareholder | Shareholding % |
|---|---|---|
| Taiwan Styrene Investment Inc. | I Tung Yuan Investment Co., Ltd. | 36.23 |
| Chun-Jen Huang | 10.51 | |
| Chun-Yi Huang | 9.78 | |
| Shih-Chen Huang | 9.46 | |
| Hsin-Hsuan Hsu | 4.71 | |
| Hsin-Yu Hsu | 4.71 | |
| Ming-Ling Yan | 4.71 | |
| Chun-Wen Chen | 4.71 | |
| Chun-Yan Huang | 4.71 | |
| Fang-Ching Lin | 3.62 | |
| Taiwan Chemical Green Energy Co., Ltd. | Kings Asset Management Co., Ltd. | 100 |
| Chun Yu Works & Co., Ltd. | Pai Chia Yuan Investment Co., Ltd. | 27.87 |
| Kings Asset Management Co., Ltd. | 9.43 | |
| Chun Yu Investment Co., Ltd. | 7.75 | |
| Yi Tai Shen Co., Ltd. | 4.89 | |
| Sheng Shang Investment Co., Ltd. | 4.22 | |
| Ching-Chi Chang | 2.51 | |
| Yu-Chi Chang | 1.92 | |
| E-SHENG Steel Co., Ltd. | 1.60 | |
| Lien-Ying Ni | 1.33 | |
| Tsung-Hsin Chen | 1.26 | |
| Chuanpu Investment Holding Co., Ltd. | Jeff Chen | 99.67 |
| Yen-Chun Lin | 0.33 | |
| An Ching Development Co., Ltd. | Lin-Lin Sun | 30.42 |
| Hao Fang | 18.75 | |
| Kai-Jian Co., Ltd. | 15.42 | |
| Kai Chiang Co., Ltd. | Lin-Lin Sun | 69.72 |
Table 2: Institutional shareholders whose major shareholders are institutions
March 30, 2025
| Name of Institutional Shareholders | Major Shareholder | Shareholding % |
|---|---|---|
| I Tung Yuan Investment Co., Ltd. | E-Sheng Steel Co., Ltd. | 100 |
| Kings Asset Management Co., Ltd. | Chun-Yi Huang | 45 |
| Joseph Wang | 36 | |
| Parkland Investment Co., Ltd. | 19 | |
| Parkland Investment Co., Ltd. | PROMINENT SINO HOLDINGS LIMITED | 100 |
| Chun Yu Investment Co., Ltd. | Chun Yu Works & CO., LTD. | 100 |
| Yi Tai Shen Co., Ltd. | Chun Tai, LTD. | 6 |
| Cong-Xin Chen | 19 | |
| Ching-Chi Chang | 17 | |
| Li-Jong Huang | 17 | |
| Sheng Shang Investment Co., Ltd. | Li-Jong Huang | 16 |
| E-SHENG Steel Co., Ltd. | E-TOP Metal Co., Ltd. | 100 |
| Kai-Chiang Co., Ltd. | Lin-Lin Sun | 69.72 |
2.1.3 Professional Qualifications and Independence Status of Directors
| Disclosure of Professional Qualifications of Directors and Independence of Independent Directors March 30, 2025 | |||
|---|---|---|---|
| Condition Name (Note 1) | Professional Qualifications and Experience | Independence Situation | Number of Independent Directors of Other Public Companies |
| Taiwan Styrene Investment Inc. Representative: Wen-Yuan Lin | 1. Work experience required by the Company's business, such as business, legal, financial or business management capabilities 2. Work experience: Chairman and director experience of Taipower, Taiwan Cogeneration Corp., China Steel Corp., Eastern Broadcasting, Bank of Kaohsiung, etc. | NA | 2 |
| Taiwan Chemical Green Energy Co., Ltd. Representative: Joseph Wang | 1. Work experience required by the Company's business, such as business, legal, financial or business management capabilities 2. Work experience: Chairman and director experience of Gloria Material, Taiwan Steel Group, Shanghai Chun Zu Machinery, etc.; attorney-at-law of a law firm | NA | 0 |
| Taiwan Chemical Green Energy Co., Ltd. Representative: Tiffany Wang | 1. Work experience required by the Company's business, such as business, legal, financial or business management capabilities 2. Work experience: Director experience of East Win Administration Consultant and Golden Win International CORP., etc. | NA | 0 |
| Chun Yu Works & Co., Ltd. Representative: Chi-Tai Chen | 1. Work experience required by the Company's business, such as business, legal, financial or business management capabilities 2. Work experience: Chairman experience of Chun Bang Precision, Chun Zu Machinery, etc.; Director experience of Chun Yu Works, OFCO Industrial, etc. | NA | 0 |
| Chuanpu Investment Holding Co., Ltd. Representative: Jeff Chen | 1. Work experience required by the Company's business, such as business, legal, financial or business management capabilities 2. Work experience: Chairman of Chuanpu Investment Holding and Yu Chuan Cultural; Director of Senhwa Biosciences, Adimmune Corporation, Bank of Kaohsiung, etc. | NA | 0 |
| An Ching Development Co., Ltd. Representative: Din-Rei Hsu | 1. Work experience required by the Company's business, such as business, legal, financial or business management capabilities 2. Work experience: Directors of SCENE ENTERPRISE CO., LTD., Yuan Yao Development CO., LTD., SHICO SUN HIGH INDUSTRIAL CO., LTD.; supervisor of Taiwan Styrene Monomer Corporation. | NA | 0 |
| Kai-Chiang Co., Ltd. Representative: Kuo-Ching Chang | 1. Work experience required by the Company's business, such as business, legal, financial or business management capabilities 2. Work experience: Chairman of Bank Taiwan Life Insurance | NA | 0 |
| Independent Director: Chin-Chen Chien | 1. Work experience required by the Company's business, such as business, legal, financial or accounting professor certificate from public and private colleges and universities with relevant disciplines required for business, legal affairs, finance, accounting or corporate business 2. Work experience: Independent Director experience of Ton-Yi Industrial Corp., Gloria Material, S-Tech Corp., etc. and professor of Accounting of NCKU | (Note 2) | 1 |
| Independent Director: Jui-Mu Huang | 1. Work experience required for corporate business such as business, legal affairs, finance, banking or business management capabilities 2. Work experience: General manager of CHANG HWA COMMERCIAL BANK, LTD., deputy general manager, general auditor of Bank of Taiwan. | (Note 2) | 2 |
| Independent Director: Tzu-Meng Liu | 1. Work experience required by the Company's business, such as business, legal, financial or business management capabilities 2. Work experience: CPA, director and partner of Audit Services Department, PwC; associate professor and adjunct expert, NCKU | (Note 2) | 2 |
| Independent Director: Pei-Ju Chung | 1. Work experience required by the Company's business, such as business, legal, financial or business management capabilities 2. Work experience: Executive assistant of Parkview Hotels & Resorts and Jgallop Tech Inc. | (Note 2) | 0 |
Note 1: None of the directors has any of the conditions specified in Article 30 of the Company Law.
Note 2: Status of Independence including followings:
(1) Not the employee of the Company or its affiliates.
(2) Not the director or supervisor of the Company or its affiliates.
(3) Non-personal shareholders who hold shares, together with those holds by the person's spouses, minor children or held by the person under other's names, in aggregate of 1% or more of the total number of issued shares of the Company or ranking in the top ten in holdings.
(4) A Spouse, relative within the second degree of kinship, or lineal relatives within the third degree of kinship of persons not listed in the preceding three paragraphs.
(5) Not serve as a director, supervisor or employee of a company that has a specific relationship with the Company.
(6) Did not provide commercial, legal, financial, accounting or related services to the Company or any affiliate of the Company for which the provider in the past 2 years has received cumulative compensation exceeding NT$500,000.
Board Diversity and Independence:
(I) The Company has “Nomination Committee” and adopts the “Nomination System for Candidates”, and sets the number of directors according to the current operation scale and development needs. In addition to the statutory basic conditions, it also considers relevant industry knowledge, experience and other fields, and implements the policy of diversifying the composition of the Board of Directors.
(II) The board of directors of the company shall guide the company's strategy, supervise the management and be responsible to the company and the shareholders' meeting, and ensure that the board of directors exercises its functions and powers in accordance with laws and regulations, the articles of association of the company or the resolutions of the shareholders' meeting for the various operations and arrangements of the corporate governance system, and the main policy objectives include:
-
The composition of the Board of Directors should consider diversity, and formulate an appropriate diversity policy according to its own operation and development needs, including but not limited to the following standards:
(1) Basic requirements and values: Gender, age, nationality and culture, etc.
(2) Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing or technology), professional skills and industry experience, etc. -
All members of the Board of Director shall have the knowledge, skills and experience necessary to perform their duties. To achieve the ideal goal of corporate governance, the Board of Director shall possess following abilities:
(1) Ability to make operational judgments;
(2) Ability to perform accounting and financial analysis;
(3) Ability to conduct management administration;
(4) Ability to conduct crisis management;
(5) Knowledge of Industry;
(6) An international market perspective;
(7) Leadership;
(8) Ability to make policy decisions;
(9) legal practice -
Presently, the 11 members of the Board of Directors, including 4 Independent Directors, represent diversified perspectives, including a complementary mix of experiences, and backgrounds. The 4 Independent Directors constitute 36% of the Board, and there are 1 concurrent employees, accounting for 9% of the Board. 2 independent directors have served less than 3 years, 2 independent directors have served more than 3 years. The target of the Company is to keep none of independent directors has served 3 consecutive terms (9 years).
The Company currently has 9 male directors and 2 female directors. Although this complies with current laws and regulations, female directors do not yet account for one-third of the seats. This is due to the characteristics of the industry and it is difficult to find talent in a short period of time. To focus on gender equality and diversity in the composition of the board of directors, the Company will seek recommendations from multiple channels such as the industry in the future and strive to increase the number of female directors to improve corporate governance effectiveness and implement a policy of diversity in board members.
(III) The currently (2024.05.31~2027.05.30) achieved diversity of board members:
| Name | Gender | Basic component | Industry experience/professional ability | |
|---|---|---|---|---|
| Part-time employee of the Company | Age | Length of tenure of independent directors | Operational judgment | Legal practice |
| 31-40 | 41-50 | 51-60 | 61-70 | Above 71 |
| Wen-Yuan Lin | Male | V | ||
| Joseph Wang | Male | |||
| Tiffany Wang | Female | |||
| Chi-Tai Chen | Male | |||
| Jeff Chen | Male | V | ||
| Din-Rei Hsu | Male | |||
| Kuo-Ching Chang | Male | |||
| Chin-Chen Chien | Male | |||
| Jui-Mu Huang | Male | |||
| Tzu-Meng Liu | Male | |||
| Pei-Ju Chung | Female | V |
(IV) Independence of the Board of Directors
-
The Board of Directors of the Company shall direct company strategies, supervises the management and is responsible to the Company and shareholders. The various procedures and arrangements of the corporate governance system shall ensure that, exercising its authority, the board of directors complies with laws, regulations and the Articles of Incorporation or resolutions of the shareholders meeting. The Board of Directors of the Company emphasizes the function of independent operation and transparency, and the Directors and Independent Directors are independent individuals who exercise their functions and powers independently.
-
The three independent directors of the Company also comply with the relevant laws and regulations, cooperate with the powers of the Audit Committee, supervise and control the inherent or potential risk, and oversee the effective implementation of the Company's internal control, the hiring (and dismissal) of the CPA, the independence and the fair presentation of the financial reports. Accordance with the "Procedures for Director Election" of the Company, the method of election of directors and independent directors is stipulated, the cumulative voting system and candidates nomination system are adopted to encourage shareholders to participate, and shareholders holding a certain number of shares may propose a list of candidates, and the examination of the qualifications of the candidates and the confirmation of whether there are any violations of the various paragraphs listed in Article 30 of the Company Law, the relevant acceptance operations are carried out and announced in accordance with the law, in addition to protecting the rights and interests of shareholders, but also avoiding the monopoly or excessive abuse of the nomination power to maintain independence.
-
The Company has established a performance evaluation system for the Board of Directors, and implements an internal self-assessment of the Board of Directors and a self-assessment of the Board of Directors once a year, and the relevant assessment results are disclosed in the Company's annual report and official website after being submitted to the Board of Directors.
♦ The criteria for evaluating the performance of the board of directors includes five aspects:
(1) Participation in the operation of the company;
(2) Improvement of the quality of decision-making by the Board of Directors;
(3) Composition and structure of the Board of Directors;
(4) Election and continuing education of the directors; and
(5) Internal control.
♦ The criteria for evaluating the performance of board members includes six aspects:
(1) Alignment of the goals and missions of the company;
(2) Awareness of the duties of the director;
(3) Participation in the operation of the company;
(4) Management of internal relationship and communication,
(5) The director's professionalism and continuing education; and
(6) Internal control.
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2.1.4 General Manager, Deputy General Manager, Assistant Manager, Supervisors of Departments and Branches
March 30, 2025
| Title | Nationality | Name | Gender | Appointment Date | Shareholding | Spouse/Minor Shareholding | Shareholding by Nominees | Education and work experiences | Currently holding positions in other companies | Managers with a relationship within the spouse or second degree of kinship | Remark | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Title | Name | Relationship | ||||||||
| CEO | R.O.C | Wen-Yuan Lin | Male | 2019.01.31 | 105,000 | 0.02 | - | - | - | - | Master of Civil Engineering, University of HawaiiVice-Chairman of the State-owned Business Committee of the Ministry of Economic AffairsChairman of China Steel CorporationChairman of Taiwan Cogeneration CorporationChairman of Yangmingshan Tien Lai Resort & SPA Co., Ltd.Chairman of Taiwan Styrene Monomer CorporationChairman of Taiwan Power CompanyChairman of Eastern Integrated Marketing CompanyManaging Director of Bank of KaohsiungDirector of Nanhe Enterprise Co., Ltd.Director of United Renewable Energy Co., Ltd. | Chairman of Eastern Broadcasting Co., Ltd.Chairman of Overseas Investment & Development Corp.Director of Yangmingshan Tien Lai Resort & SPA Co., Ltd.Director of Gloria Material Technology Corp.Independent Director of TRK CorporationIndependent director of Locus Cell Co., Ltd. | - | - | - | - |
| President | R.O.C | T.K. Chung | Male | 2021.06.01 | 59,688 | 0.01 | - | - | - | - | Master of Chemical Engineering, National Taiwan UniversityDirector of Taiwan Styrene Monomer CorporationVice President of Taiwan Styrene Monomer Corporation | Director of Grand Cathay Venture Capital Co., Ltd. | - | - | - | - |
| Vice President | R.O.C | I-Yuan Cheng | Male | 2023.01.01 | - | - | - | - | - | - | Bachelor of Chemical Engineering, CYCUDirector of Kaohsiung Factory of Taiwan Styrene Monomer Corporation | None | - | - | - | - |
| Director | R.O.C | Joe Lu | Male | 2018.03.13 | 14,958 | 0.00 | - | - | - | - | Dr. Baylor College of Medicine, USAD Deputy director of bio-information division, Vita Genomics, Inc.Researcher and Consultant of IBM TaiwanDeputy Manager of the planning office of Taiwan Styrene Monomer CorporationManager of investment division of Taiwan Styrene Monomer Corporation | Chairman of Grand Capital Co., Ltd.Director of Asia Global Venture Capital II Co., Ltd.Director of Kun Shan International Ltd.Director of Gvision-USA, Inc.Director of Yu Sheng Development Co., Ltd.Director of KurGhan Yu; Fu Science and TechnologyDirector of Functional Coating System Technologies Co., Ltd.General Manager of Grand Cathay Venture Capital Co., Ltd. | - | - | - | - |
| Director | R.O.C | Celine Hu | Female | 2023.09.01 | - | - | - | - | - | - | Bachelor of Economics, NTHUManager of business division of Taiwan Styrene Monomer Corporation | None | - | - | - | - |
| Chief Financial and Corporate Governance Officer | R.O.C | Paul Chen | Male | 2023.07.03 | - | - | - | - | - | - | Master of Financial Management, NKUSTChief Financial Officer of Tatung CompanySpecial Assistant to the General Manager of CHINA STEEL CHEMICAL CORPORATIONDirector of the Accounting Department of CHINA STEEL CHEMICAL CORPORATION | Director of Grand Cathay Venture Capital Co., Ltd.Supervisor of Yangmingshan Tien Lai Resort & SpaSupervisor of Yu Sheng Development Co., Ltd. | - | - | - | - |
| Chief Accounting Officer | R.O.C | Jessie Chen | Female | 2021.11.11 | - | - | - | - | - | - | Master of Accounting, National Taipei UniversityManager of Adecco Personnel Co., Ltd.Deputy Manager of PWC Taiwan | Supervisor of Kunshan Yu Fu Technology Education Consulting Co., Ltd.- | - | - | - | - |
2.2 Remuneration Paid to Directors, General Managers and Deputy General Managers in the Most Recent Year
2.2.1 Remuneration for directors (including independent directors)
Unit: NT$ Thousands
| Job title | Name | Director's Remuneration | The ratio of the total amount of a, b, c and d to the net profit after tax | Remuneration for part-time employees | Total of (un)incidentally (a) a % of net income after tax | Compensation Received from Non-consolidated Affiliates or Parent Company | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remuneration (a) | Retirement Pension (b) | Director's Remuneration (c) | Business Execution Expenses (d) | Salary, Bonus and Special Expenses, etc. (e) | Retirement Pension (f) | Employee Compensation (g) | ||||||||||||||||
| The Company | All Consolidated Entities | The Company | All Consolidated Entities | The Company | All Consolidated Entities | The Company | All Consolidated Entities | The Company | All Consolidated Entities | The Company | All Consolidated Entities | The Company | All Consolidated Entities | Cash amount | Stock amount | Cash amount | Stock amount | The Company | All Consolidated Entities | |||
| Chairman | Taiwan Styrene Investment Inc. (Note 1) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | None |
| Representative: Wen-Yuan Lin | 120 | 120 | 0 | 0 | 0 | 0 | 60 | 72 | 180 (0.047%) | 192 (0.050%) | 9,654 | 9,654 | 108 | 108 | 0 | 0 | 0 | 0 | 9,942 (2.610%) | 9,954 (2.614%) | None | |
| Director | Taiwan Chemical Green Energy Co., Ltd (Note 2) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | None |
| Representative: Joseph Wang | 70 | 70 | 0 | 0 | 0 | 0 | 20 | 20 | 90 (0.024%) | 90 (0.024%) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 90 (0.024%) | 90 (0.024%) | None | |
| Representative: Tiffany Wang | 70 | 70 | 0 | 0 | 0 | 0 | 20 | 20 | 90 (0.024%) | 90 (0.024%) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 90 (0.024%) | 90 (0.024%) | None | |
| Director | Chun Yu Works & Co., Ltd. (Note 1) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | None |
| Representative: Chi-Tai Chen | 120 | 120 | 0 | 0 | 0 | 0 | 70 | 70 | 190 (0.050%) | 190 (0.050%) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 190 (0.050%) | 190 (0.050%) | None | |
| Director | Chuanpu Investment Holding Co., Ltd. (Note 2) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | None |
| Representative: Jeff Chen | 70 | 70 | 0 | 0 | 0 | 0 | 20 | 20 | 90 (0.024%) | 90 (0.024%) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 90 (0.024%) | 90 (0.024%) | None | |
| Director | An Ching Development Co., Ltd. (Note 1) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | None |
| Representative: Din-Rei Hsu | 120 | 120 | 0 | 0 | 0 | 0 | 70 | 70 | 190 (0.050%) | 190 (0.050%) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 190 (0.050%) | 190 (0.050%) | None | |
| Director | Kai Chiang Co., Ltd. (Note 1) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | None |
| Representative: Joanne Sun (Note 4) | 60 | 60 | 0 | 0 | 0 | 0 | 0 | 0 | 60 (0.016%) | 60 (0.016%) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 60 (0.016%) | 60 (0.016%) | None | |
| Representative: Kuo-Ching Chang (Note 4) | 60 | 60 | 0 | 0 | 0 | 0 | 20 | 20 | 80 (0.021%) | 80 (0.021%) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 80 (0.021%) | 80 (0.021%) | None | |
| Director | Taiwan Styrene Investment Inc. (Note 3) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | None |
| Representative: Pao-Yuan Chen | 50 | 50 | 0 | 0 | 0 | 0 | 40 | 51 | 90 (0.024%) | 101 (0.027%) | 1,431 | 1,431 | 45 | 45 | 0 | 0 | 0 | 0 | 1,566 (0.411%) | 1,577 (0.414%) | None | |
| Representative: Jeff Chen | 50 | 50 | 0 | 0 | 0 | 0 | 50 | 50 | 100 (0.026%) | 100 (0.026%) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 100 (0.026%) | 100 (0.026%) | None | |
| Director | Jinchihon Investment Inc. (Note 3) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | None |
| Representative: Joseph Wang | 50 | 50 | 0 | 0 | 0 | 0 | 30 | 30 | 80 (0.021%) | 80 (0.021%) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 80 (0.021%) | 80 (0.021%) | None | |
| Independent Director | Chin-Chen Chien (Note 1) | 916 | 916 | 0 | 0 | 0 | 0 | 70 | 70 | 986 (0.259%) | 986 (0.259%) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 986 (0.259%) | 986 (0.259%) | None |
| Jui-Mu Huang (Note 1) | 916 | 916 | 0 | 0 | 0 | 0 | 70 | 70 | 986 (0.259%) | 986 (0.259%) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 986 (0.259%) | 986 (0.259%) | None | |
| Tzu-Meng Liu (Note 1) | 916 | 916 | 0 | 0 | 0 | 0 | 70 | 70 | 986 (0.259%) | 986 (0.259%) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 986 (0.259%) | 986 (0.259%) | None | |
| Pei-Ju Chung (Note 2) | 518 | 518 | 0 | 0 | 0 | 0 | 20 | 20 | 538 (0.141%) | 538 (0.141%) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 538 (0.141%) | 538 (0.141%) | None | |
| Yu-Chang Lin (Note 3) | 400 | 400 | 0 | 0 | 0 | 0 | 40 | 40 | 440 (0.116%) | 440 (0.116%) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 440 (0.116%) | 440 (0.116%) | None |
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| Job title | Name | Director's Remuneration | The ratio of the total amount of a, b, c and d to the net profit after tax | Remuneration for part-time employees | Total of (and-cred-eref-eg) as a % of net income after tax | Compensation Received from Non-consolidated Affiliates or Parent Company | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remuneration (a) | Retirement Pension (b) | Director's Remuneration (c) | Business Execution Expenses (d) | Salary, Bonus and Special Expenses, etc. (e) | Retirement Pension (f) | Employee Compensation (g) | ||||||||||||||
| The Company | All Consolidated Entities | The Company | All Consolidated Entities | The Company | All Consolidated Entities | The Company | All Consolidated Entities | The Company | All Consolidated Entities | The Company | All Consolidated Entities | The Company | All Consolidated Entities | The Company | All Consolidated Entities | The Company | All Consolidated Entities | |||
| 1. Please describe the remuneration policy, system, standards and structure of independent directors, and describe the relationship with the remuneration amount according to the responsibilities, risks, investment time and other factors: In order to improve the remuneration management system for directors and functional members, and give reasonable feedback to the board members for participating in the Company's major decision-making and management operations, in accordance with the provisions of article 26 of the Company's articles of association, when the Company's directors perform their duties, the Company may pay remuneration, and their remuneration is authorized. The board of directors shall negotiate on the basis of their participation in the Company's operations and the value of their contributions in accordance with the usual standards of the industry. | ||||||||||||||||||||
| 2. Except as disclosed in the above table, the remuneration received by the directors of the Company for providing services to all companies in the financial report (such as serving as a consultant for non-employees) in the most recent year: none. | ||||||||||||||||||||
| 3. Director Wen-Yuan Lin's term of office is 2024.01.01~2024.12.31; the remuneration of the driver is NT$ 571,000. |
Note 1: Renewal after the re-election of directors at the shareholders' meeting on May 31, 2024.
Note 2: New appointment after the re-election of directors at the shareholders' meeting on May 31, 2024.
Note 3: Dismissal after the re-election of directors at the shareholders' meeting on May 31, 2024.
Note 4: The legal representative was reassigned, and the legal representative of Kai Chiang Co., Ltd. was changed from Joanne Sun to Kuo-Ching Chang on July 1, 2024.
Table of Remuneration Range for the Directors
| Remuneration scale of each director of the Company | Director's name | |||
|---|---|---|---|---|
| The total amount of the first four remunerations (A+B+C+D) | The total amount of the first seven items of remuneration (A+B+C+D+E+F+G) | |||
| The Company | All Consolidated Entities | The Company | All Consolidated Entities | |
| Below NT$ 1,000,000 | Wen-Yuan Lin, Joseph Wang, Tiffany Wang, Chi-Tai Chen, Jeff Chen, Din-Rei Hsu, Kuo-Ching Chang, Chin-Chen Chien, Jui-Mu Huang, Tzu-Meng Liu, Pei-Ju Chung, Po-Yuan Chen, Joanne Sun, Yu-Chang Lin | Wen-Yuan Lin, Joseph Wang, Chi-Tai Chen, Jim-Chi-Tai Chen, Din-Rei Hsu, Kuo-Ching Chang, Chin-Chen Chien, Jui-Mu Huang, Tzu-Meng Liu, Po-Yuan Chen, Joanne Sun, Yu-Chang Lin | Joseph Wang, Tiffany Wang, Chi-Tai Chen, Jeff Chen, Din-Rei Hsu, Kuo-Ching Chang, Chin-Chen Chien, Jui-Mu Huang, Tzu-Meng Liu, Pei-Ju Chung, Joanne Sun, Yu-Chang Lin | Joseph Wang, Tiffany Wang, Chi-Tai Chen, Jeff Chen, Din-Rei Hsu, Kuo-Ching Chang, Chin-Chen Chien, Jui-Mu Huang, Tzu-Meng Liu, Pei-Ju Chung, Joanne Sun, Yu-Chang Lin |
| NT$ 1,000,000 (inclusive) ~ NT$ 2,000,000 (exclusive) | Po-Yuan Chen | Po-Yuan Chen | ||
| NT$ 2,000,000 (inclusive) ~ NT$ 3,500,000 (exclusive) | ||||
| NT$ 3,500,000 (inclusive) ~ NT$ 5,000,000 (exclusive) | ||||
| NT$ 5,000,000 (inclusive) ~ NT$ 10,000,000 (exclusive) | Wen-Yuan Lin | Wen-Yuan Lin | ||
| NT$ 10,000,000 (inclusive) ~ NT$ 15,000,000 (exclusive) | ||||
| NT$ 15,000,000 (inclusive) ~ NT$ 30,000,000 (exclusive) | ||||
| NT$ 30,000,000 (inclusive) ~ NT$ 50,000,000 (exclusive) | ||||
| NT$ 50,000,000 (inclusive) ~ NT$ 100,000,000 (exclusive) | ||||
| Above NT$ 100,000,000 | ||||
| Total | 14 | 14 | 14 | 14 |
Note 1: Chairman Wen-Yuan Lin's term of office is 2024.01.01~2024.12.31; the remuneration of the driver is NT$ 571,000.
2.2.2 Remuneration for CEO, President and Vice President
Unit: NT$ Thousands
| Title | Name | Salary (A) | Severance Pay and Pensions (B) | Bonus and Allowances (C) | Profit Sharing (D) | (A+B+C+D) as a % of Net Income | Compensation Received from Non-consolidated Affiliates or Parent Company | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company | All Consolidated Entities | The Company | All Consolidated Entities | The Company | All Consolidated Entities | The Company | All Consolidated Entities | The Company | All Consolidated Entities | |||||
| Cash | Stock | Cash | Stock | |||||||||||
| CEO | Wen-Yuan Lin | 6,710 | 6,710 | 108 | 108 | 2,944 | 2,944 | 0 | 0 | 0 | 0 | 9,762 (2.563%) | 9,762 (2.563%) | NA |
| President | T.K. Chung | 3,112 | 3,112 | 113 | 113 | 513 | 513 | 0 | 0 | 0 | 0 | 3,738 (0.981%) | 3,738 (0.981%) | NA |
| Vice President | I-Yuan Cheng | 1,975 | 1,975 | 108 | 108 | 335 | 335 | 0 | 0 | 0 | 0 | 2,418 (0.635%) | 2,418 (0.635%) | NA |
Table of Remuneration Range for CEO and General Manager
| Remuneration scale of each director of the Company | Director's Name | |||
|---|---|---|---|---|
| The total amount of the first four remunerations (A+B+C+D) | The total amount of the first seven items of remuneration (A+B+C+D+E+F+G) | |||
| The Company | All companies in the financial report | The Company | All companies in the financial report | |
| Below NT$ 1,000,000 | ||||
| NT$ 1,000,000 (inclusive) ~ NT$ 2,000,000 (exclusive) | ||||
| NT$ 2,000,000 (inclusive) ~ NT$ 3,500,000 (exclusive) | I-Yuan Cheng | I-Yuan Cheng | I-Yuan Cheng | I-Yuan Cheng |
| NT$ 3,500,000 (inclusive) ~ NT$ 5,000,000 (exclusive) | T.K. Chung | T.K. Chung | T.K. Chung | T.K. Chung |
| NT$ 5,000,000 (inclusive) ~ NT$ 10,000,000 (exclusive) | Wen-Yuan Lin | Wen-Yuan Lin | Wen-Yuan Lin | Wen-Yuan Lin |
| NT$ 10,000,000 (inclusive) ~ NT$ 15,000,000 (exclusive) | ||||
| NT$ 15,000,000 (inclusive) ~ NT$ 30,000,000 (exclusive) | ||||
| NT$ 30,000,000 (inclusive) ~ NT$ 50,000,000 (exclusive) | ||||
| NT$ 50,000,000 (inclusive) ~ NT$ 100,000,000 (exclusive) | ||||
| Above NT$ 100,000,000 | ||||
| Total | 3 | 3 | 3 | 3 |
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2.2.3 Remuneration for top 5 paid supervisor
Unit: NT$ Thousands
| Title | Name | Salary (A) | Severance Pay and Pensions (B) | Bonus and Allowances (C) | Profit Sharing (D) | (A+B+C+D) as a % of Net Income | Compensation Received from Non-consolidated Affiliates or Parent Company | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company | All Consolidated Entities | The Company | All Consolidated Entities | The Company | All Consolidated Entities | The Company | All Consolidated Entities | The Company | All Consolidated Entities | |||||
| Cash | Stock | Cash | Stock | |||||||||||
| CEO | Wen-Yuan Lin | 6,710 | 6,710 | 108 | 108 | 2,944 | 2,944 | 0 | 0 | 0 | 0 | 9,762 (2.563%) | 9,762 (2.563%) | NA |
| President | T.K. Chung | 3,112 | 3,112 | 113 | 113 | 513 | 513 | 0 | 0 | 0 | 0 | 3,738 (0.981%) | 3,738 (0.981%) | NA |
| Director | Joe Lu | 2,127 | 2,127 | 108 | 108 | 361 | 361 | 0 | 0 | 0 | 0 | 2,596 (0.682%) | 2,596 (0.682%) | NA |
| Vice President | I-Yuan Cheng | 1,975 | 1,975 | 108 | 108 | 335 | 335 | 0 | 0 | 0 | 0 | 2,418 (0.635%) | 2,418 (0.635%) | NA |
| Chief Finance and Corporate Governance Officer | Paul Chen | 1,816 | 1,816 | 108 | 108 | 309 | 309 | 0 | 0 | 0 | 0 | 2,233 (0.586%) | 2,233 (0.586%) | NA |
Table of Remuneration Range for top 5 paid supervisor
| Remuneration scale of each director of the Company | Director's Name | |||
|---|---|---|---|---|
| The total amount of the first four remunerations (A+B+C+D) | The total amount of the first seven items of remuneration (A+B+C+D+E+F+G) | |||
| The Company | All companies in the financial report | The Company | All companies in the financial report | |
| Below NT$ 1,000,000 | ||||
| NT$ 1,000,000 (inclusive) ~ NT$ 2,000,000 (exclusive) | ||||
| NT$ 2,000,000 (inclusive) ~ NT$ 3,500,000 (exclusive) | I-Yuan Cheng, Joe Lu, Paul Chen | I-Yuan Cheng, Joe Lu, Paul Chen | I-Yuan Cheng, Joe Lu, Paul Chen | I-Yuan Cheng, Joe Lu, Paul Chen |
| NT$ 3,500,000 (inclusive) ~ NT$ 5,000,000 (exclusive) | T.K. Chung | T.K. Chung | T.K. Chung | T.K. Chung |
| NT$ 5,000,000 (inclusive) ~ NT$ 10,000,000 (exclusive) | Wen-Yuan Lin | Wen-Yuan Lin | Wen-Yuan Lin | Wen-Yuan Lin |
| NT$ 10,000,000 (inclusive) ~ NT$ 15,000,000 (exclusive) | ||||
| NT$ 15,000,000 (inclusive) ~ NT$ 30,000,000 (exclusive) | ||||
| NT$ 30,000,000 (inclusive) ~ NT$ 50,000,000 (exclusive) | ||||
| NT$ 50,000,000 (inclusive) ~ NT$ 100,000,000 (exclusive) | ||||
| Above NT$ 100,000,000 | ||||
| Total | 5 | 5 | 5 | 5 |
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2.2.4 Managerial Officer Who Distribute Remuneration to Employee and the Status
Unit: NT$ Thousands
| Title | Name | Stock amount | Cash amount | Total | Proportion of total amount to net profit after tax (%) | |
|---|---|---|---|---|---|---|
| Managerial Officer | CEO | Wen-Yuan Lin | 0 | 0 | 0 | 0 |
| President | T.K. Chung | |||||
| Vice President | I-Yuan Cheng | |||||
| Director | Joe Lu | |||||
| Director | Celine Hu | |||||
| Chief Finance and Corporate Governance Officer | Paul Chen | |||||
| Chief Accounting Officer | Jessie Chen |
2.2.5 The Analysis of the Ratio of the Total Remuneration Paid to the Company's Directors, President, Vice Presidents by the Company and all Companies Listed in the Consolidated Financial Statements During in the Most Recent Two Fiscal Years to Net Income, and the Relevance between the Remuneration Policies, Standards, and Packages, Procedure for Determining, and Correlation with Business Performance and Future Risks
- Analysis of the proportion of the total remuneration paid to the managing director and deputy general manager of the Company in the last two years to the net profit after tax in the financial report:
| Title | Ratio of total remuneration to net income after tax | Title | Ratio of total remuneration to net income after tax | ||
|---|---|---|---|---|---|
| 2023 | 2024 | ||||
| The Company (%) | Consolidated statement (%) | The Company (%) | Consolidated statement (%) | ||
| Directors | (3.68) | (3.69) | Directors | (4.31) | (4.32) |
| Managerial Officer | (3.07) | (3.07) | Managerial Officer | (4.18) | (4.18) |
Note: The proportion of total remuneration of directors, president and vice president to net loss after tax in 2024 increases compared to 2023, mainly due to the net loss after tax in 2024 decreases.
- Policy, standards, and composition of remuneration payment :
(1) The Company has established the Remuneration Committee, whose function is to evaluate, from an expert and objective standpoint, the Company's policies and systems for the remuneration of directors and managers, and to make recommendations to the Board of Directors for the Board's reference in decision making.
(2) In accordance with the provisions of the Articles of Association and the "Measures for the Administration of Remuneration for Directors and Functional Members" approved by the Board of Directors, the remuneration of directors for performing their duties shall be agreed upon by the Board of Directors based on the degree of individual directors' participation in the operation and the value of their contributions. In addition, if the Company has made a profit in the current year, pursuant to the Article 29 of the Company's Articles of Incorporation, no more than 2.5% of profit may be appropriated as director remuneration, and consider the company's operating results and its contribution to the company's performance, and give reasonable remuneration. Independent directors are paid a fixed monthly remuneration by the board of directors and do not participate in the distribution of remuneration when the company makes profits.
(3) The Company's employee remuneration policy is determined based on personal work experience, job responsibilities, working ability and performance, the Company's financial position and operating conditions, and is positively related to operating performance. In addition, if the Company has made a profit in the current year, according to Article 29 of the articles of association, 1%~5% of the scope is allocated for employee remuneration.
(4) The remuneration policy of the Company's managerial officers, including salary and bonuses. For the salary, the Company's internal salary balance is considered the market conditions are referred to, while being deliberated by the Remuneration Committee based on the managerial officers' rank, educational and industrial background, professional ability and responsibilities, and then submitted to the Board of Directors for resolutions. Bonuses are determined based on the Company's profit in the current year, taking into account the managerial officers' positions, contribution, performance target achievement rate, and the Company's operating performance for that year. Bonuses are reviewed by the Remuneration Committee and sent to the Board of Directors for resolution.
(5) "Remuneration" as used in the Remuneration Committee Charter includes cash compensation, stock options, profit sharing and stock ownership, retirement benefits or severance pay, allowances or stipends of any kind, and other substantive incentive measures. Its scope shall be consistent with that of the remuneration for directors and managers as set out in the "Regulations Governing Information to be published in Annual Reports of Public Companies".
- Procedures for setting remuneration
(1) The performance evaluation of directors and managers shall be based on the provisions of the "Performance Evaluation Measures of the Board of Directors" and the "Articles of Association" of the Company respectively. Other than the Company's overall operating performance, the industry's future risks and development trends, the individual's performance achievement rate and contribution to the Company are also considered when determining the reasonable remuneration given. Relevant performance appraisal and remuneration reasonableness is reviewed by the Remuneration Committee and the Board of Directors, and is subject to review from time to time based on the actual operating conditions and related laws and regulations, while considering the current reasonable trend of corporate governance, in order to achieve a balance between the Company's sustainable operation and risk control.
(2) According to the performance self-assessment results of the Company's 2024 Board of Directors, Board members, and members of functional committees, they were all found to be "excellent". Moreover, according to the Company's 2024 annual managerial officers' performance evaluation results, all managerial officers have achieved or exceeded the original target requirements, and the evaluation results based on the Company's annual operating indicators have reached the highest standards. The remuneration of directors and managerial officers has fully considered their professional capabilities and the Company's operations and financial position, and is linked to the Company's overall operating performance, personal performance target management and appraisal results.
- Linkages to the operating performance and future risks:
(1) The Company's overall operating conditions are the main consideration for the review of the relevant payment standards and systems, and the payment standards are approved based on the performance achievement rate and contribution level, to improve the overall organizational team effectiveness of the Board of Directors and the management department. In addition, by referring to the industry's remuneration standards, the remunerations of the Company's management is ensured to be competitive in the industry, to retain outstanding management talent.
(2) The important decisions of the Company's management are based on a balanced consideration of various risk factors. The performance of related decisions is reflected in the Company's profits, and then is related to the remunerations of the management.
(3) The results of the Company's operating results and the performance and remuneration of the management are inter-linked to each other, which positively promotes the overall performance of the Company and maximizes the interests of shareholders.
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2.3 Implementation of Corporate Governance
2.3.1 Operation of the Board of Directors
The Company completed the 16th Board of Directors re-election at the shareholders' meeting on May 31, 2024. The number of board meetings held in the most recent year (2024) was 7 [A] (The number of meetings of the 15th Board of Directors held was 4 [A] and the number of meetings of the 16th Board of Directors held was 3 [A]).
The attendance by the directors was as follows:
| Title | Name | The actual number of seats (column) [B] | Number of delegated attendance | Actual attendance rate (%) [B/A] | Remark |
|---|---|---|---|---|---|
| Chairman | Taiwan Styrene Investment Inc. Representative: Wen-Yuan Lin | 6 | 1 | 86% | 2024.05.31 Renewal |
| Director | Taiwan Chemical Green Energy Co., Ltd. Representative: Joseph Wang | 2 | 1 | 67% | 2024.05.31 New Appointment |
| Taiwan Chemical Green Energy Co., Ltd. Representative: Tiffany Wang | 2 | 1 | 67% | ||
| Director | Chun Yu Work Co., Ltd. Representative: Chi-Tai Chen | 7 | 0 | 100% | 2024.05.31 Renewal |
| Director | Chuanpu Investment Holding Co., Ltd. Representative: Jeff Chen | 3 | 0 | 100% | 2024.05.31 New Appointment |
| Director | An Ching Development Co., Ltd. Representative: Din-Rei Hsu | 7 | 0 | 100% | 2024.05.31 Renewal |
| Director | Kai Chiang Co., Ltd. Representative: Joanne Sun | 0 | 5 | 0% | 2024.07.01 Dismissal |
| Kai Chiang Co., Ltd. Representative: Kuo-Ching Chang | 2 | 0 | 100% | 2024.07.01 Reassign | |
| Director | Taiwan Styrene Investment Inc. Representative: Po-Yuan Chen | 4 | 0 | 100% | 2024.05.31 Dismissal |
| Taiwan Styrene Investment Inc. Representative: Jeff Chen | 4 | 0 | 100% | ||
| Jinchihon Investment Inc. Representative: Joseph Wang | 3 | 1 | 75% | ||
| Independent Director | Chin-Chen Chien | 7 | 0 | 100% | 2024.05.31 Renewal |
| Jui-Mu Huang | 7 | 0 | 100% | ||
| Tzu-Meng Liu | 7 | 0 | 100% | ||
| Pei-Ju Chung | 2 | 1 | 67% | 2024.05.31 New Appointment | |
| Tzu-Meng Liu | 4 | 0 | 100% | 2024.05.31 Dismissal | |
| Other matters to be recorded: | |||||
| I. If any of the following circumstances exist, specify the board meeting date, meeting session number, content of the motion(s), the opinions of all the independent directors and the measures taken by the Company's based on the opinions of the independent directors: | |||||
| (I) Any matter under Article 14-3 of the Securities and Exchange Act: | |||||
| The Company has established an Audit Committee and does not apply the provisions of Article 14-3. For a description of the matters listed in Section 14-5 of the Securities and Exchange Act, please refer to 2.3.2 on the operation of the Audit Committee. | |||||
| (II) In addition to the matters referred to above, any dissenting or qualified of an independent directory that is on record or stated in writing with respect to any board resolution: None. |
II. The status of implementation of recusals of directors with respect to any motions with which they may have a conflict of interest: specify the director's name, the content of the motion, the cause for recusal, and whether and how the director voted.
| Date (Term) | Contents | Name of director who should be recused | Reasons | Voting situation |
|---|---|---|---|---|
| 2024.08.07 16th meeting of the 2nd Term | Appointment of members of the 3rd “Nomination Committee” and the 6th “Remuneration Committee”. | Chin-Chen Chien Jui-Mu Huang Tzu-Meng Liu Pei-Ju Chung | Have an interest in the directors themselves | The related parties did not participate in the discussion and voting, and the case was passed by the remaining directors present without objection. |
III. Information on the evaluation cycle, period(s), scope and of the board of directors' self-evaluation and the evaluation method and content:
| Cycle | Period | Scope | Method | Evaluation content |
|---|---|---|---|---|
| Once a year | 2024.01.01 to 2024.12.31 | Overall board of directors | Internal self-assessment of the board of directors | 1. Involvement in company operations 2. Improve the quality of board decision-making 3. Board composition and structure 4. Election of directors and continuing education 5. Internal control |
| Individual board members | Board member self-assessment | 1. Mastery of company goals and tasks 2. Awareness of directors' responsibilities 3. Involvement in company operations 4. Internal relationship management and communication 5. Professional and continuing education for directors 6. Internal control | ||
| Functional Committees | Committee member self-assessment | 1. Involvement in company operations 2. Functional committee responsibilities cognition 3. Improve the decision-making quality of functional committees 4. Composition of functional committees and selection of members 5. Internal control |
(I) The 2024 annual performance evaluation results were presented to the board of directors of the Company on March 12, 2025.
(II) Evaluation results: the performance evaluation results of the Company's overall board of directors, individual directors, audit committee and remuneration committee are "excellent" (90 points or above), indicating the overall operation of the Company's board of directors, audit committee and remuneration committee the situation is excellent and in line with corporate governance.
IV. Targets that were adopted for strengthening of the functions of the board during the current and immediately preceding fiscal years (e.g., establishing an Audit Committee, increasing information transparency) and the measures taken toward achievement thereof:
(I) The Company has insured directors and key staff with liability insurance. The current insured amount is US$5 million, to diversify the legal liability risks of directors and key managerial officers, and improve corporate governance capabilities.
(II) The operations of the Board of Directors of the Company are exercised in accordance with the provisions of the laws and regulations, the Articles of Association, and the resolutions of the Shareholders' Meetings. All Directors, in addition to the professional knowledge and skills necessary to perform their duties, should strive for the best shareholder interests based on the principles of loyalty and integrity.
(III) In order to implement corporate governance, protect shareholders' rights and interests and strengthen the functions of the board of directors, the Company was approved by the board of directors on August 07, 2020 to appoint a corporate governance officer to assist the board of directors in its operation.
(IV) Provide information such as courses, sessions, seminars and other information for members of the Board of Directors as a reference for continuing education, in order to improve their knowledge and capabilities in corporate governance, business administration, and risk management.
(V) Disclose relevant information such as the company's internal rules and major resolutions of the board of directors on the MOPS and the company's website to facilitate shareholders to understand the company's dynamics and enhance information transparency.
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2.3.2 Operations of the Audit Committee
-
The Audit Committee of the Company was established to replace all supervisors on January 31, 2019. The committee shall be composed of all independent directors and serve a 3-year term, and may be re-elected to future term. At least one of them shall have accounting or financial expertise and one of them shall be the convener. If he fails to perform its duties, has the right to conduct any appropriate audits and investigations according to its Charter, and has direct communication channels with the Company's internal audit supervisor, CPA and all employees. The operation method should comply with the "Audit Committee Charter".
-
The purpose of the Audit Committee is to assist the Board in fulfilling its oversight of the quality and integrity of accounting, auditing, and financial reporting and control practices. Matters reviewed by the Audit Committee include: financial reports, internal control systems, material asset or derivative transactions, material lending funds and endorsements or guarantees, matters in which a director is an interest party, the offering or issuance of securities, hiring or dismissal of CPA and their remuneration, as well as the appointment and discharge of a financial, accounting or internal audit officer.
(1) Review financial reports
The Company's annual business report, financial report and profit distribution proposal have been reviewed and approved by the Audit Committee and then submitted to the Board of Directors for approval.
(2) Assessing the effectiveness of the internal control system
The results of self-assessment of the internal control system is carried out by all departments to comply with Internal Control Cycle Procedure annually which is verified by the Audit Committee to ensure the Company's internal control system including to understand the degree of achievement of operational effectiveness and efficiency objectives., reporting reliable, timely, transparent, and complied with applicable rules and regulations, and reasonably ensure that the objectives are achieved. The 2024 "Internal Control System Statement" has been reviewed and approved by the Audit Committee and the Board of Directors on March 12, 2025.
(3) Appointment and assessment of CPA
The Audit Committee regularly evaluates the independence, suitability and reasonableness of the remuneration of the CPAs at the end of each fiscal year. The 2024 CPA service evaluation results were reviewed and approved by the Audit Committee and the Board of Directors on November 6, 2024. Wu, Lin and Wang, Yung-Sheng from KPMG Taiwan both fulfilled the Company's independence and suitability evaluation standards.
- The Company completed the 16th Board of Directors re-election at the shareholders' meeting on May 31, 2024. The 3rd Audit Committee was elected and inaugurated. In the most recent year (2024) the Audit Committee held 5 [A] meetings (The number of meetings of the 2nd Audit Committee held was 3 [A] and the number of meetings of the 3rd Audit Committee held was 2 [A]).
The attendance of the independent directors is as follows:
| Title | Name | The actual number of seats (column) [B] | Number of delegated attendance | Actual attendance rate (%) [B/A] | Remark |
|---|---|---|---|---|---|
| Independent Director | Chin-Chen Chien | 5 | 0 | 100% | 2024.05.31 Renewal |
| Jui-Mu Huang | 5 | 0 | 100% | ||
| Tzu-Meng Liu | 5 | 0 | 100% | ||
| Pei-Ju Chung | 1 | 1 | 50% | 2024.05.31 New Appointment | |
| Yu-Chang Lin | 3 | 0 | 100% | 2024.05.31 Dismissal | |
| Other matters to be recorded: | |||||
| I. If the operation of the Audit Committee falls under any of the following circumstances, the date of the Board of Directors, the period, the content of the proposal, the results of the Audit Committee’s resolutions, and the Company’s handling of the Audit Committee’s opinions shall be stated. |
(I) Matters listed in Article 14-5 of the Securities and Exchange Act:
| Date (Term) | Contents | Audit Committee Date | Audit Committee Resolution Results | The Company's handling of the opinions of the audit committee | Results of Board Resolutions |
|---|---|---|---|---|---|
| 2024.01.22 | |||||
| 13th meeting of the 15th Term | The Company handles private placement of common stock cash capital increase case | 2024.01.22 | |||
| 10th meeting of the 2nd Term | All members present agreed to pass | Not applicable | All directors present agreed to pass | ||
| 2024.03.13 | |||||
| 14th meeting of the 15th Term | Proposal for the Company's 2023 Business Report and Financial Statements. | 2024.03.13 | |||
| 11th meeting of the 2nd Term | All members present agreed to pass | Not applicable | All directors present agreed to pass | ||
| Proposal of the Company's "Evaluation of Internal Control System Effectiveness" and "Internal Control System Statement" of 2023. | |||||
| 2024.05.08 | |||||
| 16th meeting of the 15th Term | Proposal for the Company's Q1 2024 consolidated financial statements. | 2024.05.08 | |||
| 12th meeting of the 2nd Term | All members present agreed to pass | Not applicable | All directors present agreed to pass | ||
| 2024.08.07 | |||||
| 2nd meeting of the 16th Term | Proposal for the Company's Q2 2024 consolidated financial statements. | 2024.08.07 | |||
| 1st meeting of the 3rd Term | All members present agreed to pass | Not applicable | All directors present agreed to pass | ||
| 2024.11.06 | |||||
| 3rd meeting of the 16th Term | Proposal for the Company's Q3 2024 consolidated financial statements. | 2024.11.06 | |||
| 2nd meeting of the 3rd Term | All members present agreed to pass | Not applicable | All directors present agreed to pass | ||
| Evaluation of independence, competency and performance of the Company's 2024 Chartered Public Accountant. | |||||
| 2025 Service Fee for KPMG. | |||||
| Change the certified public accountant of the Company. | |||||
| Proposal for the Company's 2025 internal audit plan | |||||
| Formulate the "Sustainability Information Management Audit" and revise some of the "Self-Assessment Procedures" provisions of the Company. |
(II) Except for the previously mentioned matters, other matters that have not been approved by the Audit Committee but have been approved by more than two-thirds of all directors: None.
II. An Independent Director's recusal form discussing and voting on a proposal due to conflict of interest shall state the name of the Independent Director, the content of the proposal, the reason for the withdrawal of interest, and the circumstances of participating in voting:
| Date
(Term) | Contents | Name of director
who should be
recused | Reasons | Voting situation |
| --- | --- | --- | --- | --- |
| 2024.01.22
10^{th} meeting of
the 2^{nd} Term | The Company handles private
placement of common stock
cash capital increase case | Chin-Chen Chien
Tzu-Meng Liu | Have an interest
in the directors
themselves | The related parties did not
participate in the discussion and
voting, and the case was passed
by the remaining directors
present without objection. |
III. Communication between Independent Directors, internal audit officer and CPAs should include material matters, methods and results of communication on the Company’s financial and business status).
(I) Communication between the Independent Directors and CPAs:
-
The Company's Audit Committee is composed of all Independent Directors. It holds regular meetings and communicates and discusses with CPAs on the Company's financial business-related proposals. The Audit Committee examines the various forms prepared by the Board of Directors and submitted to the shareholders' meeting (Business Report, Financial Statements, Earnings Distribution Table). And issue the Audit Committee Report in accordance with the regulations.
-
The Company’s CPAs regularly conduct audit or review of the annual and quarterly financial statements, with written results or meeting reported to the Audit Committee every quarter, as well as other communications required by relevant laws and regulations.
-
The Company’s Independent Directors have directed communication channels with internal audit officer and CPAs, and may communicate through email, phone call, interview, or meeting as necessary; and pursuant to the regulations of the competent authority, they regularly check the Company’s financial and business conditions, and communicate directly with the management unit.
(II) Communication between the Independent Directors and internal audit officer:
-
Assessment of the effectiveness of the Company's Internal Control System (issue a Statement of Internal Control System), and submit it to the Board of Directors for resolution after being examined by the Audit Committee.
-
The revision of the “Internal Control Systems” and “Internal Audit Implementation Rules” of the Company shall be submitted to the Board of Directors for resolution after the approval of the Audit Committee.
-
The audit office of the Company regularly issues internal audit reports and tracking reports to the Independent Directors for review. The audit officer attends the Audit Committee Meetings and the Board Meetings to report on the internal audit operation, and fully communicates on the execution of the audit operation, the follow-up reports on the correction of defects, and the operating effectiveness.
-
Before the end of each fiscal year, the audit office of the Company will submit the audit plan for next year to the Board of Directors for resolution after being approved by the Audit Committee.
-
Internal audit office continues to follow up on review opinions of or deficiencies identified by CPAs, and internal units as well as improvements listed in internal control statements. Improvements are submitted in writing to the Board of Directors and the Audit Committee.
(III) Summary of the communication between Independent Directors and the head of internal audit and CPAs:
- The communication between Independent Directors and internal audit is good. The main communication matters in 2023 are summarized as follows:
| Way of Communication | Date (Term) | Communication focus | Communication situation and results | Results of the Company's handling of the Independent Directors' opinions |
|---|---|---|---|---|
| The Audit Committee | 2024.03.13 11thmeeting of the 2ndTerm | Review Internal Audit Reports | All present members agreed to discuss and report to the board of directors | No opinions from the independent directors |
| The Company's “Evaluation of Internal Control System Effectiveness” and “Internal Control System Statement” for 2023 | ||||
| 2024.05.08 12thmeeting of the 2ndTerm | Review Internal Audit Reports | |||
| 2024.08.07 1stmeeting of the 3rdTerm | Review Internal Audit Reports | |||
| 2024.11.06 2ndmeeting of the 3rdTerm | Review Internal Audit Reports | |||
| Proposal for the Company's 2025 audit plan | ||||
| Private Conference | 2024.11.06 | Annual audit report and other communication matters for 2024 | Well and acknowledged |
2.The communication between independent directors and certified accountants is good. The main communication matters in 2023 are summarized as follows:
| Way of Communication | Date (Term) | Communication focus | Communication situation and results | Results of the Company's handling of the Independent Directors' opinions |
|---|---|---|---|---|
| The Audit Committee | 2024.03.13 11thmeeting of the 2ndTerm | 2023 Consolidated and Individual Financial Report | All present members agreed to discuss and report to the board of directors | No opinions from the independent directors |
| 2024.05.08 12thmeeting of the 2ndTerm | 2024 first quarter Consolidated Financial Reports | |||
| 2024.08.07 1stmeeting of the 3rdTerm | 2024 second quarter Consolidated Financial Reports | |||
| 2024.11.06 2ndmeeting of the 3rdTerm | 2024 third quarter Consolidated Financial Reports | |||
| Private Conference | 2024.11.06 | Annual audit report and corporate governance communication matters for 2024 | Well and acknowledged |
2.3.3 Corporate Governance Implementation Status and Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx-Listed Companies and the Reasons
| Items | Implementation Status | Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx-Listed Companies and Reasons Thereof | ||
|---|---|---|---|---|
| Yes | No | Description | ||
| I. Has the Company established and disclosed its Corporate Governance Best-Practice Principles based on the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies? | V | The Board of Directors of the Company approved the "Corporate Governance Best Practice Principles", details of which are available on the Company's website and MOPS. | No major differences. | |
| II. Shareholding Structure and Shareholders' Rights | ||||
| (I) Does the Company have Internal Operating Procedures for handling shareholders' suggestions, concerns, disputes and litigation matters? If yes, have these procedures been implement accordingly? | ||||
| (II) Does the Company know the identity of its major shareholders and the parties with ultimate control of the major shareholders? | ||||
| (III) Has the Company build and implement the risk management system and firewall between the Company and its affiliates? | ||||
| (IV) Has the Company established internal rules prohibiting insiders trading of securities based on undisclosed information? | V | (I) The Company has set up relevant departments such as spokesperson, stock and legal affairs to deal with shareholders' suggestions, doubts, disputes and lawsuits, etc., and discloses the contact person and telephone number on the Company's website to ensure shareholders' rights and interests. | ||
| (II) The Company has appointed a stock agency to handle shareholder-related matters. According to the shareholder register of the stock agency, the major shareholders and ultimate controllers, and regularly report the changes in shareholding of directors, managers and major shareholders holding more than 10% of the shares. | ||||
| (III) Subsidiary operation supervision measures have been formulated to control and implement them. | ||||
| (IV) The Company has formulated internal regulations such as "Procedures for the Prevention of Insider Trading Management", which prohibit company insiders and information recipients from using undisclosed information in the market to make illegal profits such as trading negotiable securities. At least once a year, the company conducts education and training for directors, managers and employees on "preventing insider transactions", "internal major information processing procedures" and related orders, and advocates relevant information. On August 7, 2024, the Company has conducted relevant education and training for current directors, managers and employees, including business integrity code, etc., with a total of 21 participants and 180 minutes of training. | No major differences. | |||
| III. Composition and Responsibilities of the Board of Directors | ||||
| (I) Have a diversity policy and specific management objectives have been adopted for the board and have they been fully implemented? | V | (I) The Company has formulated a board diversity policy, and has adopted a candidate nomination system. The "Corporate Governance Best Practice Principles" specifies that the composition of the Board of Directors should be diverse, without | No major differences. |
-24-
| Items | Implementation Status | Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx-Listed Companies and Reasons Thereof | ||
|---|---|---|---|---|
| Yes | No | Description | ||
| restriction on gender, race or nationality, and that the Board as a whole should be competent. The number of directors is set according to the current operation scale and development needs. In addition to the statutory basic conditions, it also considers relevant industry knowledge, experience and other fields to implement the composition of the Board of Directors diversity policy. |
-
Specific management goals: According to the operation type and development needs, he Company formulates an appropriate diversification policy, including but not limited to the following standards:
(1) Basic conditions and values: gender, age, nationality and culture, etc.
(2) Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industry experience, etc. -
The members of the Board of Directors of the Company should generally have the knowledge, skills and qualities necessary to perform their duties, and their overall capabilities should be as follows:
(1) Operational Judgment
(2) Legal practice ability
(3) Financial accounting analysis ability
(4) Management ability
(5) crisis management ability
(6) Industry knowledge
(7) international market view
(8) leadership
(9) Decision-making capacity -
Implementation of the implementation:
(1) The current Board of Directors consists of seven directors, including 4 independent directors, and each director has rich experience and expertise in different fields.
(2) The Company pays attention to gender equality among the members of the Board of Directors. Please refer to this annual report for the Board members' information and diversification policy, target and implementation status.
(II) Has the Company voluntarily established other functional committees in addition to the remuneration committee and the Audit Committee?
V | No major differences. |
-25-
| Items | Implementation Status | Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx-Listed Companies and Reasons Thereof | ||
|---|---|---|---|---|
| Yes | No | Description | ||
| (III) Has the Company established rules and methodology for evaluation the performance of the Board of Directors, implemented the performance evaluations on an annually basis, and submitted the results of performance evaluations to the Board of Directors and used them as a reference for determining salary/compensation for individual directors and their nomination and additional office terms? | V | Corporate Social Responsibility Committee in 2017. It was renamed the Sustainable Development Committee on 31 May 2022. The main responsibilities are to review the company’s sustainability policy and sustainability report, and supervise and promote sustainability-related matters and implementation plans. In the future, various other functions will be set up according to the laws and regulations and the needs of the Company’s practical development committee. |
(III) The Company has established a performance evaluation method for the Board of Directors. The performance evaluation of the Board of Directors of the previous year is carried out before the first quarter of each year, and the recommendations submitted to the board for discussion. Please refer to this annual report for the content and results of the assessment, which can be used as a reference for the remuneration and nomination of directors for renewal.
(IV) According to Article 29 of the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies,” TWSE/TPEx -listed companies should select professional, responsible and independent CPAs, and should regularly (at least once a year) evaluate the independence of the appointed accountants. The Company’s 2024 CPAs service evaluation results have been reviewed and approved by the 2^{nd} Audit Committee of the 3^{rd} session on November 6, 2024 and the seventh session of the 3^{rd} Board of Directors of the 16^{th} session on November 6, 2024. KPMG Taiwan CPA Wu Lin and CPA Wang Yung-Sheng met the Company’s assessment criteria for independence and suitability; please refer to Note 1 for details. | No major differences. |
| IV. Does the TWSE/TPEx listed Company have in place an adequate number of qualified corporate governance officer with responsibility corporate governance practices (including but not limited to providing information necessary for directors and supervisors to perform their duties, aiding directors and supervisors in complying with laws and regulations, organizing board meetings and annual general meetings of shareholders as required by law, and compiling minutes of board meetings and annual general meetings)? | V | | 1. To implement corporate governance and improve the effectiveness of the Board of Directors, on August 7, 2020, the Board of Directors approved the establishment of a corporate governance supervisor, and on November 11, 2021, the manager of the Accounting Department was appointed as the corporate governance supervisor, responsible for corporate governance related affairs. Director of Corporate Governance has been in charge of stock affairs and corporate governance related affairs in public offering companies for more than 3 years. | No major differences. |
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| Items | Implementation Status | Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx-Listed Companies and Reasons Thereof | |
|---|---|---|---|
| Yes/No | Description | ||
| 2. The scope of corporate governance at least includes: | |||
| (1) Handling matters related to the meetings of the Board of Directors and the shareholders’ meeting in accordance with the law. | |||
| (2) Preparing the information of the Board of Directors and the shareholders’ meeting. | |||
| (3) Assisting directors in their appointment and continuing education. | |||
| (4) Providing directors with necessary information for business execution. | |||
| (5) Assisting directors in complying with laws and regulations. | |||
| (6) Report to the Board on the results of its review of whether the qualifications of independent directors in the nomination, election and term of office comply with relevant laws and regulations. | |||
| (7) Handling matters related to changes in directors. | |||
| (8) Other matters in accordance with the Company’s Articles of Association contract. |
-
The 2023 business execution of the director of corporate governance is as follows:
(1) Assist independent directors and general directors to perform their duties, provide required information and assist directors in arranging further education.
(2) Assist the Board of Directors and shareholders in the procedures and resolutions of legal compliance matters.
(3) Set the agenda of the Board of Directors and notify the directors seven days in advance, convene the meetings and provide meeting materials. If agenda items require recusal, , it will be reminded in advance, and the minutes of the Board of Directors will be completed within 20 days after the meeting.
(4) Is the pre-registration of the date of the shareholders’ meeting handled according to the law, prepare the meeting notice, meeting manual, and minutes within the statutory time limit, and handle the registration of changes in the revision of the Articles of Association or the election of directors.
(5) Assess and take out suitable directors’ liability insurance. -
Please refer to Note 2 for details of the 2023 training for corporate governance supervisors. | |
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| Items | Implementation Status | Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx-Listed Companies and Reasons Thereof | ||
|---|---|---|---|---|
| Yes | No | Description | ||
| V. Has the Company established channels for communicating with its stakeholders (including but not limited to shareholders, employees, customers, suppliers, etc.) and created a stakeholders section on the Company’s website? Does the Company appropriately respond to stakeholders’ questions and concerns on important corporate social responsibility issues? | V | The Company has set up a special area for stakeholders on the Company’s website, and can establish communication channels with stakeholders through the Company’s website, telephone, fax, etc., including safeguarding the interests of shareholders, employees’ rights and integrity with customers, etc. Different stakeholders such as shareholders, customers, suppliers and employees are served with dedicated contact information. Others, such as co-manufacturers, correspondent banks and company employees, can be communicated and coordinated by dedicated departments. | No major differences. | |
| VI. Has the Company appointed a professional shareholders service agent to handle matters related to its shareholders’ meetings? | V | The Company appointed Yuanta Securities Co., Ltd.’s shareholders service agent to handle the matters of the shareholders’ meetings in 2024. Beginning from March 1, 2025, the stock affairs operations will be transferred to the Stock Affairs Agency Department of Concord Securities Co., Ltd. | No major differences. | |
| VII. Information Disclosure | ||||
| (I) Has the Company established a corporate website to disclose information regarding its financials, business, and corporate governance status? | ||||
| (II) Does the Company use other information disclosure channels (e.g., maintaining an English-language website, designating staff to handle information collection and disclosure, appointing spokespersons, webcasting investors conference etc.)? | ||||
| (III) Does the Company publish and report its annual financial report within two months after the end of the fiscal year, and publish and report its financial reports for the first, second and third quarters as well as its operating statements for each month before the specified deadlines? | V | (I) The Company has set up a website (http://www.smct.com.tw/) to promptly disclose financial business and Corporate Governance related information in accordance with relevant laws and regulations. | ||
| (II) The Company’s English website also discloses relevant information simultaneously, discloses company information in the public information observatory in accordance with regulations, and establishes and implements a company spokesperson system. The Company will post relevant information on the Company’s website after holding the corporate briefing. | ||||
| (III) Although the Company did not announce and file its annual financial report within two months after the end of the fiscal year, the first, second, third quarter and annual financial reports and the operating conditions of each month were announced and reported before the specified deadline. | No major differences. | |||
| VIII. Has the Company disclosed other information facilitate a better understanding its Corporate Governance Practices (including but not limited to employee rights, employee wellness, investor relations, supplier relations, rights of stakeholders, directors’ and supervisors’ continuing training , the implementation of risk management policies and risk evaluation standards, the implementation of customer | V | For other important information of the Company that is helpful for understanding the operation of corporate governance, please refer to Note 3 for details. | No major differences. |
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| Items | Implementation Status | Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx-Listed Companies and Reasons Thereof | ||
|---|---|---|---|---|
| Yes | No | Description | ||
| relations policies, and purchase of liability insurance for directors and supervisors)? | ||||
| IX. Please describe improvements that have already been made based on the Corporate Governance Evaluation results released for the most recent year by the Corporate Governance Center of Taiwan Stock Exchange Corporation, and specify the priority enhancement objectives and measures planned for any matters still awaiting improvement: 1. Improved situation (The list according to the evaluation indicators is as follows): 4.5: The Company's 2023 Sustainability Report has been verified by a third-party verification company to implement our Company's sustainable development policy and enhance industrial competitiveness. 2. Propose enhancement priorities and measures for those who have not yet improved (The list according to the evaluation indicators is as follows): 2.23: The Company should perform an external evaluation of the Board of Directors' performance at least once every three years to improve the board's performance. |
Note 1: The important evaluation indicators for the independence and willfulness of the 2023 certified accountants are listed as follows:
2024 Annual Accountant Independence and Suitability Evaluation Form
(I) Evaluation unit: Taiwan Styrene Monomer Corporation
(II) Year of assessment: 2024
(III) Assessment Date: October 2024
(IV) Evaluation and Appointment of Accounting Firms and CPAs: KPMG Taiwan (CPA Wu Lin and CPA Wang Yung-Sheng)
(V) Assessment content:
With reference to Article 47 of the Certified Public Accountant Act and Bulletin No. 10 on the Code of Professional Ethics for Accountants of the R.O.C., it is stipulated that:
| Evaluation Items | Assess compliance Independence situation |
|---|---|
| 1. There is no direct or material indirect financial interest relationship between the CPAs and the Company. | ☑Yes ☐No |
| 2. There is no significant close commercial relationship between the CPAs and the Company. | ☑Yes ☐No |
| 3. The CPAs had no potential employment relationship at the time of the audit of the Company. | ☑Yes ☐No |
| 4. The CPAs have never had any money loan with the Company. | ☑Yes ☐No |
| 5. The CPAs did not accept any significant gifts or gifts from the Company and its directors and managers (the value of which exceeds the standard of social etiquette). | ☑Yes ☐No |
| 6. The CPAs have not provided audit services to the Company for seven consecutive years. | ☑Yes ☐No |
| 7. The CPAs do not hold any shares of the Company. | ☑Yes ☐No |
| 8. The CPAs themselves, their spouse or dependent relatives, and their audit team did not serve as a director, manager of the Company or have a significant influence on the audit case during the audit period or in the last two years, and also determined that they would not hold the aforesaid positions during the future audit period related duties. | ☑Yes ☐No |
| 9. Whether the CPAs have complied with the standards on independence of the Bulletin on the Code of Professional Ethics for Accountants No. 10, and have obtained the “Declaration of Independence” issued by the CPAs. | ☑Yes ☐No |
(VI) Evaluation result:
None of the CPAs appointed by the Company have the above-mentioned circumstances, and both fulfilled the standards of independence and suitability.
Note 2: The 2024 training for Corporate Governance Officer is as follows:
| Date | Organizer | Course Title | Hours | The Total Training Hours In The Current Year | |
|---|---|---|---|---|---|
| Start | Until | ||||
| 2024.06.06 | 2024.06.06 | BCSD Taiwan | GHG Protocol Corporate Standard and Scope 3 Standard Promotion Course | 7 | 13 |
| 2024.08.07 | 2024.08.07 | Taiwan Styrene Monomer Corporation | Discussing integrity management and anti-corruption from the perspective of sustainable governance | 3 | |
| 2024.11.22 | 2024.11.22 | Futures Market Development Foundation | 2024 Insider Equity Transaction Legal Compliance Seminar | 3 |
Note 3: Important information on the operation of Corporate Governance:
(I) Employee rights and interests: the Company is human-oriented, abides by relevant labor laws and regulations, protects the legitimate rights and interests of employees, and strives to establish a complete management system for employee welfare, work safety and health, education and training, etc. The interests and the interests of the Company are combined with each other, resulting in the belief of co-prosperity and coexistence.
(II) Employee care: the Company attaches great importance to the safety and health of employees, provides healthcare and assistance services, employees enjoy health checks, and establishes Welfare Committee and related education and training to improve employee communication.
(III) Investor Relationships: the Company has a spokesperson and an acting spokesperson, responsible for the Company's external relations communication. Real-time announcement of financial, business and important information on the Company's website and public information observatory, so that investors can be fully informed the Company's trends to maximize the interests of shareholders. The Company's adopts electronic voting to exercise of rights for the shareholders meetings.
(IV) Rights of Stakeholders: The Company's website has various communication and complaint channels to effectively respond to the questions and suggestions raised by stakeholders, so as to safeguard due legitimate rights and interests.
(V) Implementation of risk management policies and risk measurement standards: The Company has always adopted a preventive policy for risk management. In addition to formulating a strict internal control system in accordance with the law and checking the implementation of internal audits regularly and from time to time, it also purchases related insurances such as property insurance, product transportation insurance and public accident liability insurance to avoid risks.
(VI) Implementation of consumer or customer protection policies: On the consumer or customer first policy, relevant internal regulations are formulated in accordance with relevant laws and regulations for employees to implement.
(VII) The Company purchases liability insurance for directors:
- The Company purchases liability insurance for all directors for their legal liabilities in the execution of their business scope.
- The Company has insured "Director's Liability Insurance" with Tokio Marine Newa Insurance Co., Ltd. with an insured amount of USD 5 million. Regarding the main insurance conditions for the insurance period from April 22, 2024 to April 22, 2025, Reported to the Board of Directors on May 8, 2024.
(VIII) Risk management policies and implementation: The company's risk management policy is to effectively identify, measure, evaluate, supervise and control various risks, enhance the risk awareness of all employees, and hope to control the risks that may arise within a tolerable level, so as to achieve the balance goal of optimizing and rationalizing risks and rewards and benefits.
(IX) Situation of training for directors: The Company provides relevant courses for directors from time to time in accordance with the regulations of "Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies" The training situation in 2024 is as follows:
| Title | Name | Date | Organizer | Course Title | Hours |
|---|---|---|---|---|---|
| Chairman | Wen-Yuan Lin | 2024.06.21 | Chinese Corporate Governance Association | Corporate Governance and Securities Regulation | 3 |
| 2024.07.15 | Chinese Corporate Governance Association | The latest trend of corporate governance from the perspective of corporate governance evaluation indicators | 3 | ||
| 2024.08.07 | Taiwan Styrene Monomer Corporation | Discussing integrity management and anti-corruption from the perspective of sustainable governance | 3 | ||
| 2024.11.08 | Chinese Corporate Governance Association | How can the board of directors formulate ESG sustainable governance strategies? | 3 | ||
| Director | Joseph Wang | 2024.05.29 | Chinese Corporate Governance Association | Legal issues that should be noted in the management of insider shareholding and stock transactions | 3 |
| 2024.08.07 | Taiwan Styrene Monomer Corporation | Discussing integrity management and anti-corruption from the perspective of sustainable governance | 3 | ||
| Director | Tiffany Wang | 2024.08.07 | Taiwan Styrene Monomer Corporation | Discussing integrity management and anti-corruption from the perspective of sustainable governance | 3 |
| Title | Name | Date | Organizer | Course Title | Hours |
|---|---|---|---|---|---|
| 2024.10.18 | Futures Market Development Foundation | 2024 Prevention of Insider Trading Promotion Conference | 3 | ||
| 2024.11.22 | Futures Market Development Foundation | 2024 Insider Equity Transaction Legal Compliance Seminar | 3 | ||
| 2024.12.13 | Chinese Corporate Governance Association | Introduction to the corporate governance personnel system and the role of legal personnel in corporate governance | 3 | ||
| Director | Chi-Tai Chen | 2024.08.07 | Taiwan Styrene Monomer Corporation | Discussing integrity management and anti-corruption from the perspective of sustainable governance | 3 |
| 2024.08.08 | Chinese Corporate Governance Association | Corporate Governance 3.0 "Sustainability Report" Practical Analysis | 3 | ||
| 2024.11.07 | Chinese Corporate Governance Association | Directors and supervisors should pay attention to Practical issues of irregular transactions and false financial statements | 3 | ||
| Director | Jeff Chen | 2024.03.21 | Futures Market Development Foundation | Course series for directors, supervisors and corporate governance managers: How to make full use of the beneficial functions of the functional committees under the board of directors | 3 |
| 2024.05.13 | Senhwa Biosciences, Inc. | Corporate sustainability risk management and strategic response | 3 | ||
| 2024.05.24 | Bank of Kaohsiung | Sustainable supply strategy amidst the surge in global risks | 3 | ||
| 2024.07.19 | Bank of Kaohsiung | Explanation of the Integrity Management and Accountability Mechanism of Financial Institutions | 2 | ||
| 2024.08.07 | Taiwan Styrene Monomer Corporation | Discussing integrity management and anti-corruption from the perspective of sustainable governance | 3 | ||
| 2024.08.08 | Senhwa Biosciences, Inc. | AI Development and Information Security Risks | 3 | ||
| 2024.09.13 | Taiwan Institute of Directors | Facing the AI technology era and the net zero emission reduction target, Kaohsiung's industrial development trends and challenges | 3 | ||
| 2024.09.20 | Bank of Kaohsiung | Blueprint for Net Zero Transformation in the Banking Industry | 2 | ||
| 2024.11.22 | Bank of Kaohsiung | Fair Customer Treatment Principles for Financial Services (including Financial Friendly Services) and Anti-Money Laundering and Counter-Terrorism Training Course | 2 | ||
| 2024.12.17 | Taipei Bar Association | 2024 Corporate Governance Forum: New Challenges for Corporate Governance Managers | 3 | ||
| Director | Din-Rei Hsu | 2024.07.03 | TWSE | Cathay Pacific Sustainable Finance and Climate Change Summit | 6 |
| 2024.08.07 | Taiwan Styrene Monomer Corporation | Discussing integrity management and anti-corruption from the perspective of sustainable governance | 3 | ||
| Director | Kuo-Ching Chang | 2024.08.07 | Taiwan Styrene Monomer Corporation | Discussing integrity management and anti-corruption from the perspective of sustainable governance | 3 |
| 2024.10.18 | Futures Market Development Foundation | 2014 Annual Insider Trading Prevention Promotion Conference | 3 | ||
| 2024.10.23 | TWSE | GHG Protocol Corporate Standard and Scope 3 Standard Promotion Course | 7 | ||
| Independent Director | Chin-Chen Chien | 2024.08.07 | Soft-World International Corporation | Risks of artificial intelligence to enterprises and precautions | 3 |
| 2024.08.07 | Taiwan Styrene Monomer Corporation | Discussing integrity management and anti-corruption from the perspective of sustainable governance | 3 | ||
| Independent Director | Jui-Mu Huang | 2024.08.07 | Taiwan Styrene Monomer Corporation | Discussing integrity management and anti-corruption from the perspective of sustainable governance | 3 |
| 2024.08.08 | Chinese Corporate Governance Association | ESG-related board governance | 3 | ||
| Independent Director | Tzu-Meng Liu | 2024.08.07 | Taiwan Styrene Monomer Corporation | Discussing integrity management and anti-corruption from the perspective of sustainable governance | 3 |
| 2024.09.25 | Chinese Corporate Governance Association | New Directions in Corporate Governance | 3 |
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| Title | Name | Date | Organizer | Course Title | Hours |
|---|---|---|---|---|---|
| Independent Director | Pei-Ju Chung | 2024.08.07 | Taiwan Styrene Monomer Corporation | Discussing integrity management and anti-corruption from the perspective of sustainable governance | 3 |
| 2024.10.18 | Futures Market Development Foundation | 2014 Annual Insider Trading Prevention Promotion Conference | 3 | ||
| 2024.11.12 | Accounting Research and Development Foundation | Three steps to sustainable reporting and proper disclosure | 3 | ||
| 2024.11.22 | Futures Market Development Foundation | 2024 Insider Equity Transaction Legal Compliance Seminar | 3 |
2.3.4 Composition, responsibilities and operation of the Remuneration Committee
- Information of the members of Remuneration Committee
March 30, 2025
| Title | Name | Professional qualifications and experience | Independence situation | Number of members who are concurrently members of the compensation and remuneration committees of other public offering companies |
|---|---|---|---|---|
| Independent Director (Convener) | Chin-Chen Chien | 1. A public and private college or university accounting professor certificate with the work experience required for corporate business such as business, legal affairs, or accounting and related disciplines | ||
| 2. Work experience: Independent Director of Ton Yi Industrial Corp., Gloria Material Technology Corp., S-Tech Corp., Professor, Department of Accounting, NCKU | I, my spouse, or relatives within the second degree of kinship do not serve as directors, supervisors or employees of the Company or its affiliated companies; do not hold shares in the Company; do not serve as directors, supervisors or employees that have a specific relationship with the Company; the amount of remuneration obtained from providing business, legal, financial, accounting and other services to the Company or its affiliates in the last 2 years | 1 | ||
| Independent Director | Jui-Mu Huang | 1. Work experience required for corporate business such as business, legal affairs, finance, banking or business management capabilities | ||
| 2. Work experience: General manager of CHANG HWA COMMERCIAL BANK, LTD.; Deputy general manager, general auditor of Bank of Taiwan; Independent Director of United Fiber Optic Communication Inc. | As above | 1 | ||
| Independent Director | Tzu-Meng Liu | 1. Work experience required by the Company's business, such as business, legal, financial, accounting | ||
| 2. Work experience: CPA, Director and Partner of Audit Services Department of PwC; Associate professor and adjunct expert, NCKU | As above | 2 | ||
| Independent Director | Pei-Ju Chung | 1. Work experience required by the Company's business, such as business, legal, financial, accounting or business management capabilities | ||
| 2. Work experience: Executive assistant of Parkview Hotels & Resorts and Jgallop Tech Inc. | As above | 0 |
- Information on the Operation of the Remuneration Committee
(1) There are 4 members of the Remuneration Committee of the Company.
(2) The term of the 5th Remuneration Committee runs from November 11, 2021 to October 13, 2024. Due to the completion of the 16th Board of Directors re-election at the General Meeting of Shareholders on May 31, 2024, the term of the original Remuneration Committee will expire on May 31, 2024.
(3) The Board of Directors resolved to appoint the 6th Remuneration Committee on August 7, 2024. The term of the 6th Remuneration Committee runs from August 7, 2024 to May 30, 2027. The term of the 16th Board of Directors is the same.
(4) In the most recent year (2024), the Remuneration Committee held 3 meetings [A] (The number of meetings of the 4th Remuneration Committee held was 1 [A] and the number of meetings of the 5th Remuneration Committee held was 2 [A]). The attendance of the members was as follows:
| Title | Name | No. of meetings attended in person [B] | No. of meetings attended by proxy | In-person attendance rate (%) [B/A] | Remarks |
|---|---|---|---|---|---|
| Convener | Chin-Chen Chien | 3 | 0 | 100% | 2024.08.07 |
| Renewal | |||||
| Member | Jui-Mu Huang | 3 | 0 | 100% | |
| Member | Tzu-Meng Liu | 3 | 0 | 100% | |
| Member | Pei-Ju Chung | 1 | 1 | 50% | 2024.08.07 |
| New Appointment | |||||
| Member | Yu-Chang Lin | 1 | 0 | 100% | 2024.05.31 |
| Dismissal |
Other information required to be disclosed:
I. If the Board of Directors does not accept, or amends, and recommendation of the Remuneration Committee, specify the board meeting date, meeting session number, content of the recommendations, the outcome of the resolution(s) of the Board of Directors, and the measures taken by the Company with respect to the opinions given by of the opinions of the Remuneration Committee (e.g., if the salary/ remuneration approved by the Board is higher than the recommendation of the Remuneration Committee, specify the difference(s) and reasons): None.
II. With respect to any matter for resolution by the remuneration committee, if there is any dissenting or qualified opinion of a committee member that is on record or stated in writing, specify the remuneration committee meeting date, meeting session number, content of the motion, the opinions of all members, and the measures taken by the Company with respect to the members' opinion.: None.
III. Discussions and resolutions of the Remuneration Committee, and the Company's handling of members' opinions:
| Date
(Term) | Contents | Resolution result | The Company’s handling of the committee’s opinions |
| --- | --- | --- | --- |
| 2024.03.13
8th meeting of the 5th Term | Resignation of the General Manager | The participating members agreed to pass the proposal | Handle in accordance with the resolution |
| | Appointment of the General Manager | | |
| | In cooperation with the government’s adjustment of the minimum wage, the "Salary Point and Job Title Table" is proposed to be revised | | |
| 2024.11.06
1st meeting of the 6th Term | The Company has newly established the "Performance Appraisal Bonus Payment Method" and revised the "Year-end Bonus Payment Method" | The participating members agreed to pass the proposal | Handle in accordance with the resolution |
| 2024.12.18
2nd meeting of the 6th Term | 2024 Annual Manager Performance Evaluation and Performance Appraisal | The participating members agreed to pass the proposal | Handle in accordance with the resolution |
- Remuneration Committee Terms of Reference
The Compensation and Remuneration Committee shall be handled in accordance with the Company's "Organizational Regulations of the Remuneration Committee." It shall, with the attention of a good manager, faithfully perform the following functions and powers, and submit the suggestions to the Board of Directors for discussion:
(1) Review this regulation from time to time and propose amendments.
(2) Formulate and regularly review the policies, systems, standards and structures for the annual and long-term performance goals and remuneration of directors and managers.
(3) Regularly evaluate the achievement of the performance objectives of the directors and managers of the Company, and determine the content and amount of their individual salaries based on the evaluation results obtained from the performance evaluation standards.
(4) The performance evaluation and remuneration of directors and managers should refer to the usual level of payment in the industry, and consider the time invested by the individual, the responsibilities he undertakes, the achievement of personal goals, the performance of other positions, and the Company's recent salary for the same position. Remuneration, which is based on the achievement of the Company's short-term and long-term business objectives, the Company's financial status, etc., to evaluate the rationality of the connection between individual performance and the Company's operating performance and future risks.
(5) Directors and managers should not be led to engage in behavior that exceeds the Company's risk appetite in pursuit of remuneration.
(6) The proportion of short-term performance bonuses for directors and senior managers and the timing of payment of some variable salaries should be determined in consideration of industry characteristics and the nature of the Company's business.
(7) Members of this committee shall not participate in discussions or vote on their personal salary and remuneration decisions.
2.3.5 Composition, responsibilities and operation of the Nomination Committee
-
In order to improve the functions of the Board of Directors of the Company and strengthen the management mechanism, the "Nomination Committee" was established by a resolution of the Board of Directors on March 24, 2021. According to the organization rules of the Company's nomination committee, the committee is composed of at least three directors nominated by the Board of Directors, of which more than half of the independent directors participate. At present, the Company's nomination committee consists of three independent directors.
-
Responsibilities of the Nomination Committee of the Company:
(1) Formulate establishment standards and membership qualifications for each committee under the Board of Directors, and recommend their organizational rules, and propose amendments to the Board of Directors in due course.
(2) Review the qualifications and potential conflicts of interest of candidates for each committee member, and recommend new members and convener candidates for each committee to the Board of Directors.
- Professional qualifications, experience and operation of members of the Nomination Committee
(1) The Nomination Committee of the Company has three members, all of which are composed of independent directors.
(2) The term of the 5th Nomination Committee of the Company runs from November 11, 2021 to October 13, 2024. Due to the completion of the 16th Board of Directors re-election at the General Meeting of Shareholders on May 31, 2024, the term of the original Nomination Committee will expire on May 31, 2024.
(3) The Board of Directors resolved to appoint the 3rd Nomination Committee on August 7, 2024. The term of the 3rd Remuneration Committee runs from August 7, 2024 to May 30, 2027. The term of the 16th Board of Directors is the same.
(4) In the most recent year (2024), the Nomination Committee held 3 meetings [A] (The number of meetings of the 2nd Nomination Committee held was 2 [A] and the number of meetings of the 3rd Remuneration Committee held was 1 [A]) and the attendance of members was as follows:
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| Title | Name | Professional qualifications and experience | The actual number of seats (column) [B] | Number of delegated attendance | Actual attendance rate (%) [B/A] | Remark |
|---|---|---|---|---|---|---|
| Convener | Chin-Chen Chien | A public and private college accounting professor certificate with the work experience required by the Company's business, such as business, legal affairs, accounting and a relevant department required by the Company's business | 3 | 0 | 100% | 2024.05.31 Renewal |
| Member | Jui-Mu Huang | Work experience required for corporate business such as business, legal, financial or business management capabilities | 3 | 0 | 100% | |
| Member | Tzu-Meng Liu | Work experience required for corporate business such as business, legal, financial, accounting or business management capabilities | 3 | 0 | 100% | |
| Member | Pei-Ju Chung | Work experience required for corporate business such as business, legal, financial, accounting or business management capabilities | 0 | 1 | 0% | 2024.08.07 New Appointment |
| Member | Yu-Chang Lin | Work experience required for corporate business such as business, legal, financial or business management capabilities | 2 | 0 | 100% | 2024.05.31 Dismissal |
| Other matters to be recorded: Under the authorization of the board of directors, the committee shall, with the attention of good managers, faithfully perform the listed functions and powers, and submit the proposed recommendations to the board of directors for discussion. The implementation is as follows: | ||||||
| Date (Term) | Contents | Resolution result | The Company's handling of the committee's opinions | |||
| 2024.03.13 5thmeeting of the 2ndTerm | Resignation of the General Manager | The participating members agreed to pass the proposal | Handle in accordance with the resolution | |||
| Appointment of the General Manager | ||||||
| 2024.04.17 6thmeeting of the 2ndTerm | 2024 Annual General Meeting of Shareholders intends to propose a comprehensive re-election proposal for the nomination list for the 16thBoard of Directors (including independent directors) | The participating members agreed to pass the proposal | Handle in accordance with the resolution | |||
| 2024.11.06 1stmeeting of the 3rdTerm | Proposed election of the convener of the 3rdterm nomination committee | The participating members agreed to pass the proposal | Handle in accordance with the resolution | |||
| Note: Members of the Nomination Committee for the above proposals have dissenting opinions, reservations or major suggestions: None. |
2.3.6 Implementation Status and Deviations of the Promotion of Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons
| Project Promoted | Implementation (Note 1) | Differences and Reasons With The Code Of Practice For Sustainable Development Of TWSE/TPEx-Listed Companies | |||
|---|---|---|---|---|---|
| Yes | No | Summary | |||
| 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 | 1. In order to implement the practice and operation of corporate social responsibility, the company established the "Corporate Social Responsibility Committee" with the approval of the Board of Directors in 2017, and renamed "Sustainable Development Committee" in 2022. The Company's "Sustainable Development Committee" is the core organization to promote sustainable governance. The chairman serves as the steering committee and the general manager serves as the chairman of the committee. The committee has 4 groups in total: "Corporate Governance", "Environmental Sustainability", "Raw Materials and Products" and "Employee and Social Care". The corporate governance group serves as the executive secretary, responsible for ESG planning and promotion, and coordinates and integrates matters of each group to achieve annual goals. In 2024, the "Principle of Practice for Sustainable Development" was revised in accordance with the latest regulations of the competent authorities, and the "Operational Procedures for the Preparation and Verification of Sustainability Reports" were newly formulated to continue to strengthen and implement the Company's sustainable governance. The Sustainability Committee holds regular meetings every year to mainly discuss the implementation goals and results of each working group, improve sustainable development and corporate governance by paying attention to the latest development trends and regulations domestically and overseas. | ||
| 2. The Company's 8th sustainability report was issued in August 2024 after being approved by the 2^{nd} meeting of the 16^{th} Board of Directors, and the 2024 annual sustainable development planning kick-off meeting was held on December 10 of the same year. It referred to relevant government regulations and international trends to deepen sustainable governance while also focusing on development, with a view to achieving corporate sustainability responsibilities of diversity, fairness and inclusion. | |||||
| 3. The Company's Board of Directors regularly listens to reports from the management team (including ESG) every year to convey the Company's determination and actions to attach long-term importance to the environment, society and corporate governance. In addition to evaluating the success potential of relevant strategies, the Board of Directors also appropriately reviews the progress of strategies and urges the management team to make adjustments when necessary to fulfill supervisory responsibilities and practice corporate sustainable management. | |||||
| 4. Implementation status of each working group of the Sustainability Development Committees' : | |||||
| (1) 2024 Implementation Results: | |||||
| a. "Corporate Governance": The Company's 16^{th} Board of Directors has a total of 11 members, including 7 general directors (1 female director) and 4 independent directors (1 female independent director), with independent directors accounting for more than 1/3 of the seats. In order to implement the sustainable development of the company, protect the legitimate rights and interests of shareholders, and take into account the interests of other stakeholders, the Company's Board of Directors and operation team manage in a manner that is in the best interests of the company and all shareholders. Through effective supervision mechanisms and regular annual arrangements, training courses to continue to promote and strengthen corporate governance. | |||||
| b. "Environmental Sustainability": The Company follows the responsible | No major differences. |
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| Project Promoted | Implementation (Note 1) | Differences and Reasons With The Code Of Practice For Sustainable Development Of TWSE/TPEx-Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| care system, commits to regularly evaluate execution performance, and abides by various government regulations to ensure continuous improvement of chemical management and health, safety and environmental protection issues to achieve the development goal of environmental sustainability. 2024 implementation results include: ①Energy Management: The average consumption rate of industrial water 3.7515 cubic meters/metric tons. Styrene Monomer meets the target. ②Environmental Management: The emissions of flue gas (including Sox, Nox, and particulate matter) all meet the target, and the discharge of wastewater also meets the target. ③Greenhouse Gas Management: CO_{2} reduction reaches approximately 471.517 metric tons meets the target. |
c. "Raw Materials and Products": The Company strictly controls product quality and attaches great importance to customer opinions, and continues to improve products and services. In 2024, customer satisfaction was 97.6 points, which is in line with the annual key management goals. Since the Company’s important operating bases include Taipei and Kaohsiung, we tend to purchasing from domestic and local suppliers under similar supply conditions. In 2024, the proportion of local procurement of raw material benzene was 79%, and the proportion of local procurement of raw material ethylene was 100 %; while for other projects, the local procurement ratio of the head office is 82%, and the Kaohsiung plant maintains 100% local procurement.
d. "Employee Care and Social Responsibility": The Company is committed to creating a good working environment to achieve the goal of personal growth with company development. A total of 4 labor-management meetings were held in 2024 with group insurance, health examinations, education and training, and group tour were provided. The Company also abides by relevant regulations such as human rights policies and anti-discrimination. We implements good community negotiation, and continues to respond to the disadvantaged in society. The amount of community investment in public welfare activities is nearly NT$ 3,200,000 (including Linyuan Petrochemical Industrial Zone Good Neighbor Fund, scholarship, and sponsorship, etc.)
(2) 2025 Implementation plans:
a. "Corporate Governance": In order to strengthen sustainable development and improve information disclosure, the Company will submit the sustainability report to a third-party verification unit for inspection starting this year to improve the quality of information disclosure and continue to deepen corporate governance and improve information disclosure. Through the sustainability report, implement the Company’s sustainable development policy in order to enhance industrial competitiveness.
b. "Environmental Sustainability": ① Energy Management: The Company sets annual standards for energy use, achieves energy control and reduction, and improves and reviews the status of energy use monthly. ②Environmental Management: The Company reports and tests regularly and sets standards for various pollutants to ensure the normal operation of the environmental management system (ISO 14001) through internal and external audits of the system. ③Greenhouse Gas Management: The Company actively promotes energy conservation and carbon reduction through process improvement and energy demand management, sets greenhouse gas reduction targets, and continuously improves. | |
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| Project Promoted | Implementation (Note 1) | Differences and Reasons With The Code Of Practice For Sustainable Development Of TWSE/TPEx-Listed Companies | |||
|---|---|---|---|---|---|
| Yes | No | Summary | |||
| c. "Raw Materials and Products": The Company’s product marketing and labeling comply with laws and international standards. In the future, the Company will continue to follow the Company’s specifications for raw materials and products in procurement and shipment operations, aiming to improve service quality and maintain stable supply quality goals. | |||||
| d. "Employee Care and Social Care": Through regular labor-management meetings, we promote harmonious labor relations; provide various welfare allowances and bonus systems to enhance employee well-being; promote group insurance and health examinations to provide a safe working environment; allocate budgets for education and training to encourage employees to continue their education; emphasize workplace ethics and compliance with regulations to uphold employees’ basic human rights; continuously donate to vulnerable groups or purchase related products, and strive to care for the community and maintain harmonious relationships with nearby residents, implementing sustainable business practices. | |||||
| II. Does the Company conduct risk assessments of environmental, social and corporate governance (ESG) issues related to the Company’s operations in accordance with the materiality principle, and formulate relevant risk management policies or strategies? (Note 2) | V | 1. The scope of this disclosure includes performance data on sustainable development and business results of the Company’s major operations in Taiwan, mainly the Taipei headquarters and Kaohsiung Plant, from January to December of 2024, in accordance with the significance, sustainability context, stakeholder inclusiveness, and completeness disclosure principles of the Global Reporting Initiative (GRI) guidelines, to ensure the Company’s long-term operational capabilities, with risk management covering all operational activities. For the year 2024, the Company collected value chain and industry-related issues, summarized 21 sustainability issues for positive and negative impact assessment, established a total of 11 major themes, strengthened management, reported and disclosed in the sustainability report. | |||
| 2. The Sustainable Development Committee conducts identification and assessment of environmental, social, and corporate governance risks each year, taking into account the level of stakeholder concern and the impact on the Company’s operations, to establish sustainable business goals and continuously optimize them through rolling reviews. The Internal Audit Office formulates the audit plan for the following year based on the risk assessment results by the end of December each year, and implements audit operations after obtaining approval from the Board of Directors, in order to detect potential risks early and take corrective and preventive measures. | |||||
| 3. In the year 2024, the Company has achieved the objectives and measures for risk items identified in relation to ESG in the ISO 9001, ISO 14001, ISO/CNS 45001, and ISO/CNS 14064-1 management systems. A summary is as follows: | No major differences. | ||||
| Major Issues | Project | Description | |||
| Environment | Environmental impact and management | 1. Identify and assess risks that may have significant impacts on operational activities due to global environmental changes, and establish management mechanisms and action plans to achieve sustainable development of the company. | |||
| 2. Implement pollution control through process safety management systems to effectively reduce environmental impacts. | |||||
| 3. Establish environmental protection management procedures in accordance with relevant |
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| Project Promoted | Implementation (Note 1) | Differences and Reasons With The Code Of Practice For Sustainable Development Of TWSE/TPEx-Listed Companies |
|---|---|---|
| Yes | No | Summary |
| 4. Adopt and consistently implement climate-related financial disclosure frameworks to manage risks associated with climate change, conduct rolling reviews of climate change risks and potential impacts on the company. | ||
| 5. Obtain certifications for environmental management system (ISO 14001) and greenhouse gas inventory verification system (ISO/CNS14064-1) on a regular basis. | ||
| 6. Based on greenhouse gas emission statistics, actively promote energy conservation and carbon reduction measures to effectively reduce the company's direct and indirect greenhouse gas emissions. | ||
| Society | Occupational Safety | 1. Environmental pollution prevention, control, and maintenance of work environment and employee health are carried out in accordance with regulatory requirements, and environmental safety and health management, emergency response, and fire facility management procedures are established in compliance with ISO/CNS 45001 certification to ensure effective system operation. |
| 2. Regular safety and health education and training are scheduled, and health seminars are arranged periodically to promote health services and preventive measures, and cultivate employees' emergency response and self-safety management capabilities. | ||
| Product Safety | 1. The company's raw material procurement complies with procurement specifications, and products are shipped in accordance with company product specifications, and product marketing and labeling also comply with regulations and international standards. | |
| 2. Safety management policies are implemented throughout the product manufacturing process to ensure compliance with industrial safety requirements at all stages. Suppliers and customers are required to follow the strictest transportation safety regulations |
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| Project Promoted | Implementation (Note 1) | Differences and Reasons With The Code Of Practice For Sustainable Development Of TWSE/TPEx-Listed Companies | |||
|---|---|---|---|---|---|
| Yes | No | Summary | |||
| during the transportation of raw materials and products to ensure the safest method of product transportation. | |||||
| Corporate Governance | Integrity management and regulatory compliance | 1. The company has established a code of conduct for integrity in business operations, and when entering into contracts with suppliers, customers, and other business counterparts, the terms include compliance with the company’s code of conduct for integrity in business operations. | |||
| 2. Internal control mechanisms are implemented to identify relevant laws and regulations that the company needs to follow, ensuring that company employees and operational procedures comply with established systems and norms, and continuous compliance through internal and external audits. | |||||
| Strengthen the operation of the board of directors and the functions of directors | 1. Annual training courses are arranged for company directors to update their knowledge on the latest laws, policies, and international trends. | ||||
| 2. Directors and supervisors liability insurance is provided for all directors to protect their interests and enable them to carry out their duties with confidence, ensuring stable business operation and development of the company. | |||||
| Improve stakeholder communication | 1. The company values the rights and opinions of stakeholders and has a dedicated section on the company’s website for stakeholders as a communication channel, continuously reviewing and improving corporate governance through understanding their concerns and issues. | ||||
| 2. Through a dedicated communication channel with stakeholders, the company promotes smooth communication of internal and external opinions and information, meeting the needs of stakeholders in a timely manner. | |||||
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| Project Promoted | Implementation (Note 1) | Differences and Reasons With The Code Of Practice For Sustainable Development Of TWSE/TPEx-Listed Companies |
|---|---|---|
| Yes | No | Summary |
| III. Environmental issues | ||
| (I) Has the Company set an environmental management system designed to industry characteristics? | V | (I) |
| Certification Program | Version | Validity period |
| ISO 9001 Quality Management System | 2015 | 2025/10/29 |
| ISO 14001 Environmental Management System | 2015 | 2027/01/02 |
| ISO 45001 International Occupational Safety and Health Management System | 2018 | 2027/11/14 |
| CNS45001 Taiwan Occupational Safety and Health Management System | 2018 | 2027/11/14 |
| ISO 14064-1(CNS14064-1) | ||
| Greenhouse Gas Inventory Verification System | 2006 | Note |
| Remarks: | ||
| (1)Greenhouse gas emissions are verified once a year, and the 2024 emissions are expected to be verified on May, 2025. | ||
| (2)The Company is a regulated entity by the Ministry of Environment, and the verification version of the greenhouse gas inventory verification system is mainly based on the Ministry of Environment version (2006 edition). | ||
| (II) Does the Company endeavor to use energy more efficiently and to use recycled materials with low environmental impact? | V | (II) |
| (III) Has the Company evaluated the potential risks and opportunities posed by climate change for its business now and in the future and adopted relevant measures to address them? | V | (III) |
| The Company implements ISO 14064-1 Greenhouse Gas Inventory and Climate Change Financial Disclosure, and through risk management thinking, rolls back the impact of climate change risks and opportunities on The Company. After identification, the potential risks and opportunities of climate change are as follows: | ||
| 1. Transformation risks - policy and regulatory risks | No major differences. |
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| Project Promoted | Implementation (Note 1) | Differences and Reasons With The Code Of Practice For Sustainable Development Of TWSE/TPEx-Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (IV) Did the Company collect data for the past two years on greenhouse gas emissions, volume of water consumption, and the total weight of waste, and establish policies for greenhouse gas reduction, reduction of water consumption, or management of other waste? | V | (IV) | As one of the first batch of entities subject to carbon fee collection by the government, the Company has been well prepared and has been actively promoting relevant response measures. The Kaohsiung plant has installed more renewable energy power generation equipment than required, with a mandatory capacity of 720kW and an actual installed capacity of 781Kw, effectively increasing the proportion of renewable energy use and reducing energy carbon emissions. At the same time, the Company has planned to submit a voluntary reduction plan, using technical benchmarks to specify the reduction rate as the annual greenhouse gas emission target for 2030. From a financial perspective, this policy has led to an increase in fixed assets but a decrease in operating costs. The related investment has limited impact on the Company's overall operations and is within a controllable range. |
-
Physical Risk – Immediate
Due to the increase in extreme weather events, the frequency of typhoons and rainstorms has increased, which may cause flooding in the Kaohsiung plant area, affecting the operation of the plant area. After evaluation, it may cause financial losses to the Kaohsiung plant. The Kaohsiung plant has completed the installation of waterproof gates, Possible financial impact on fixed assets (waterproof gate equipment) so it has an impact on overall operations. The degree does not have much impact. -
Resource Efficiency Opportunities
In addition to cooperating with the government’s water conservation policy, the Company has carried out water recycling system planning, and established a wastewater treatment and recycling system to reduce the dependence on raw water resources and reduce wastewater discharge, which may cause a slight increase in operating costs to finance, but it will not have much impact on the overall operational impact. -
Energy Source Opportunities
Due to the high proportion of energy costs in The Company’s manufacturing process, The Company actively develops renewable energy. The Company has completed the installation of renewable energy power generation equipment. It can reduce energy costs, and has the opportunity of energy sources. The possible impact on finance is the increase of fixed assets (solar equipment), the increase of intangible assets (corporate reputation), and the reduction of operating costs (cost of electricity), but the impact on the overall operation will not be affected constitute too much influence.
The Company, Taiwan Styrene Monomer Corporation in accordance with the management measures for the inventory and registration of greenhouse gas emissions announced by the Ministry of Environment, and the international standard for greenhouse gases ISO 14064, conducts the inventory and registration of the emission of the whole plant, and is verified by an impartial third-party verification unit: Bureau Veritas Certification Taiwan. Veritas will conduct verification, and upload the emission inventory and report, verification statement and summary report to the National Greenhouse Gas Platform.
- Greenhouse gas net emissions reduction target:
(1) Short term: Reduce emissions by 10% by 2025 compared to the 2018 base year.
(2) Medium term: Reduce emissions by 30% by 2030 compared to the 2018 base year.
(3) Long term: In line with the country’s long-term reduction | No major differences. |
| Project Promoted | Implementation (Note 1) | Differences and Reasons With The Code Of Practice For Sustainable Development Of TWSE/TPEx-Listed Companies |
|---|---|---|
| Yes | No | Summary |
| goals, we aim to achieve net zero emissions by 2050.2. Reduction measures in 2024:(1) The construction of solar photovoltaic power generation for self-use and the reduction of external power purchases have saved a total of 954,487 kWh of electricity throughout the year.(2) CO2 reduction of 471.517 metric tons, meet the target value. | ||
| T.S.M.C Kaohsiung Plant Category 1-(Seven Greenhouse Gas Emissions) | ||
| Project | Emission equivalent (metric tons CO2e/year) | Proportion (%) |
| CO2 | 250,517.5295 | 99.67% |
| CH4 | 95.8352 | 0.04% |
| N2O | 703.7340 | 0.28% |
| HFCs | 22.7505 | 0.01% |
| PFCs | 0 | 0% |
| SF6 | 0 | 0% |
| NF3 | 0 | 0% |
| Total | 251,339.8492 | 100% |
| 1. The company completes the annual inventory and registration of greenhouse gas emissions in accordance with regulations, based on the statistics from Kaohsiung plant for the previous year.The greenhouse gas emissions from our Kaohsiung plant can be categorized into direct emissions (Scope 1) and energy indirect emissions from purchased electricity (Scope 2). Other indirect greenhouse gas emissions, which mainly come from sources owned or controlled by other companies, pose challenges in data collection due to difficulties and inaccuracies (including employee commuting, transportation of products/raw materials/waste, vehicles from contractors and suppliers, and services from other organizations). As these emissions are generated by companies other than our own, and considering international practices, we do not quantify them in accordance with the requirements of ISO 14064-1, and this is hereby clarified. | ||
| Greenhouse gas emission statistics of the Company's Kaohsiung plant in recent years | ||
| Project | 2022 | 2023 |
| Emission equivalent | Emission equivalent | Emission equivalent |
| Scope 1 GHG emissions (metric tons CO2e) | 199,683.0730 | 174,823.1376 |
| Scope 2 GHG emissions (metric tons CO2e) | 28,712.3760 | 25,923.7536 |
| Scope 1 + Scope 2 (metric tons CO2e) | 228,395.449 | 200,746.891 |
| Scope 1 + Scope 2 after deducting out-sale steam | - | - |
| Annual output of SM (tons) | 333,161.4634 | 269,265.116 |
| Greenhouse gas emission intensity (ton CO2e/ton SM) | 0.686 | 0.746 |
| Project Promoted | Implementation (Note 1) | Differences and Reasons With The Code Of Practice For Sustainable Development Of TWSE/TPEx-Listed Companies | |||
|---|---|---|---|---|---|
| Yes | No | Summary | |||
| Remark: (1) Scope 1 refers to emission sources directly owned or controlled by the Company, including stationary combustion sources, process emissions, mobile combustion sources in transportation and fugitive emission sources. Emission sources directly owned or controlled by the company, including stationary combustion sources, process emissions, mobile combustion sources in transportation, and fugitive emission sources. (2) Scope 2 refers to indirect energy emissions (such as purchased steam and electricity). The emission equivalent in 2022 uses the electricity coefficient of that year as 0.495kg CO2e/kWh, the emission equivalent in 2023 uses the electricity coefficient of that year as 0.494kg CO2e/kWh, and the emission equivalent in 2024 continues to use the electricity coefficient of 2023. (3) The Company's greenhouse gas emission calculation mainly adopts the "emission coefficient method." When the emission coefficient cannot be directly used for calculation, the "mass balance method" is used instead, and then the EPA greenhouse gas emission coefficient management table version 6.0.4 (2019) published GWP value for greenhouse gas emission calculation. Among them, the GWP value mainly adopts the value of the IPCC 2007 Fourth Assessment Report, and the quantitative formula is: Greenhouse gas emissions (CO2e) = reported activity data (use amount) with emission coefficient × emission coefficient value). (4) The greenhouse gas emissions in 2023 were verified by the third-party unit BV (Taiwan Weili International Quality Assurance Verification Co., Ltd.) of our Kaohsiung plant. The data has been verified in May 2023. The greenhouse gas emissions in Category 3 have not yet been checked because they are not significant and difficult to calculate. (5) The source of fuel activity data for stationary source equipment is the use of direct measurements. | |||||
| 2. The Kaohsiung plant is located in Lin Yuan District, Kaohsiung City. According to the Water Risk Assessment Tool developed by the World Resources Institute, the area where the company is located is not considered a high water-stressed area. In 2024, the water intake of Kaohsiung Plant was 1,179 million liters, and the water recycling volume of the process 84,263 million liters, water recovery rate of 98.70%. Water intensity 0.00379 million liters/metric ton - SM production, a decrease of 1.07% compared to 2023. | |||||
| Water consumption statistics of the Company's Kaohsiung plant in recent yearsUnit: million liters | |||||
| Project | 2022 | 2023 | 2024 | ||
| Water intake | 1,270.62 | 1,085.98 | 1,179.17 | ||
| Displacement | 249.82 | 232.12 | 236.48 | ||
| Water consumption | 1,020.80 | 853.87 | 942.69 | ||
| Steam for sale | 59.71 | 75.82 | 69.07 | ||
| Evaporation loss | 961.09 | 778.04 | 873.62 | ||
| Process water circulation | 98,772.57 | 77,548.35 | 84,251.30 | ||
| Process water recovery rate | 98.79% | 98.71% | 98.70% | ||
| SM annual output (ton) | 333,161 | 269,265 | 292,539 | ||
| Water consumption per unit product (million liters/metric ton SM) | 0.00363 | 0.00375 | 0.00379 | ||
| Remark: 1. The source of new water is the Fengshan Reservoir. 2. The usage of raw water, purchased steam, water intake and steam sales are the information provided by the monthly accounting report, and the data source is obtained from the measurement and statistics of the in-plant flowmeter. 3. The source of water discharge data is industrial center wastewater bills. |
| Project Promoted | Implementation (Note 1) | Differences and Reasons With The Code Of Practice For Sustainable Development Of TWSE/TPEx-Listed Companies |
|---|---|---|
| Yes | No | Summary |
| 4. Water consumption = water intake - water discharge. | ||
| 5. Evaporation loss = water intake - water discharge - external steam. | ||
| 6. The circulation volume of process water is calculated based on the circulation volume of steam and cooling water used in the process design, and is adjusted and corrected according to the actual refining volume in each year. | ||
| 7. Process water recovery rate = process water circulation volume / (water intake - externally sold steam + process water circulation volume). | ||
| 8. Water consumption per unit product = (water intake - external steam) / SM output. | ||
| 3. The waste produced by the Company's Kaohsiung Plant is general industrial waste and no hazardous industrial waste. The treatment methods include recycling, incineration and landfill. The waste in the factory is collected, stored and disposed of according to the provisions of the industrial waste storage, removal and treatment methods and facility standards. All the waste is entrusted to qualified cleaning companies for treatment. At the same time, it included in the factory's "Environmental Protection Management Procedures" and shall be implemented in accordance with the Waste Disposal Law and the relevant subsidiary regulations. The total weight of waste generated in 2024 was 8,404.249 tons, of which the total amount of waste transferred during disposal 6,241.20 tons, the total amount of directly disposed waste is 74.92 tons, and the waste recycling rate is 99.11%. | ||
| 2024 waste disposal statistics of the Company's Kaohsiung plant | ||
| Unit: metric tons | ||
| Project | On-site disposal | Offsite disposal |
| Weight | How to handle | Weight |
| General garbage | - | - |
| Waste wood | - | - |
| Waste plastics | - | - |
| sludge | - | - |
| Waste catalyst | - | - |
| Spent ion exchange resin | ||
| Sludge | - | - |
| Fly ash | - | - |
| Bottom ash | - | - |
| Defective product heavy industry | 2,163.049 | Recycling |
| Total | 2,163.049 | 6,241.20 |
| 4. To align with global efforts to address climate change, the "Climate Change Adaptation Act" was passed in the third reading by the Legislative Yuan, which sets a national long-term greenhouse gas reduction target of achieving net zero emissions by 2050. The company is committed to implementing corporate sustainability responsibilities by continuously promoting action plans through our Sustainability Development Committee, adopting climate-related financial disclosures (TCFD), conducting greenhouse gas inventories and third-party verifications since 2015. We have set targets to reduce greenhouse gas emissions 30% by 2030 with the standard 2018. Through carbon management, in line with our corporate culture of environmental friendliness. |
| Project Promoted | Implementation (Note 1) | Differences and Reasons With The Code Of Practice For Sustainable Development Of TWSE/TPEx-Listed Companies | |||
|---|---|---|---|---|---|
| Yes | No | Summary | |||
| Sustainable performance | 2024 Performance statement | ||||
| Greenhouse gas emissions continue to decrease | By installing solar photovoltaic power generation for self-use and reducing external power purchases, a total of 954.487 kilowatt-hours of electricity were saved and 471.517 tons of CO2 were reduced throughout the year, meeting the target values. | ||||
| No impact on water sources | The water intake of the Kaohsiung plant is 1,179 million liters, which only accounts for approximately 1.69% (<5%) of the daily industrial water supply from Fengshan Reservoir, which has not affected the water source due to water intake. | ||||
| The water recovery rate meets the goal | The Kaohsiung plant’s process water recycling volume is 84,263 million liters, with a water recovery rate of 98.70% | ||||
| The recycling rate of waste over 90% | The total weight of waste generated was 8,404.249 tons, the recycling rate of waste was 99.11%. | ||||
| No excess emissions | The pollutant emission concentration is in line with the commitment value of the factory, and there is no discharge exceeding the standard. | ||||
| The total amount of environmental protection expenditure within 10 years is over 200,000 thousand | The total amount of environmental protection expenditure is 40,609 thousand. The cumulative total investment amount reached NT$330 million. | ||||
| IV. Social issues | |||||
| (I) Has the Company formulated relevant management policies and procedures in accordance with relevant laws and regulations and international human rights conventions? | V | (I) The Company in order to fulfill its corporate social responsibilities and implement human rights protection, the Company abides by the laws and regulations of the locations where it operates, agrees with and supports the United Nations’ Universal Declaration of Human Rights, the Global Compact, and the International Labor Organization Convention. Violations and violations of human rights fully reflect the responsibility to respect and protect human rights, treat and respect all employees, contract workers, temporary staff and customers with dignity, and continue to enhance and improve the management of human rights-related issues. |
The Company attaches great importance to harmonious and good labor relations and smooth communication channels for employees. The Company has set up a complaint handling committee and an investigation team in accordance with the Gender Equality Act, and has formulated “Sexual Harassment Prevention and Management Operational Procedures,” as well as related measures and procedures for handling employee complaints. During the reporting period, no employee reported any incident of discrimination, sexual harassment or violation of labor rights. | No major differences. | |
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| Project Promoted | Implementation (Note 1) | Differences and Reasons With The Code Of Practice For Sustainable Development Of TWSE/TPEx-Listed Companies |
|---|---|---|
| Yes | No | Summary |
| Policy | Practice | Influence Object |
| Eliminate unlawful discrimination to reasonably secure job opportunities | The Company creates a good environment for the career development of employees, formulates personnel management rules and regulations, and evaluates performance and promotion based on job performance and development potential, sexual orientation, age, marriage, appearance, physical and mental disabilities, shall be treated differently. | All employees |
| Prohibit child labor | The Company has formulated work rules. In order to ensure compliance with corporate social responsibility and ethical standards, all recruited staff are adults over the age of 18, and child labor is prohibited. | All employees |
| Prohibition of forced labor | The Company has formulated work rules and shall not use any form of slavery or coercion to force employees to perform involuntary labor. | All employees |
| Provide a safe, hygienic and healthy working environment | In addition to the prevention and control of environmental pollution, as well as the maintenance of the working environment and the health of employees, operating procedures such as environmental safety and health management, emergency response and firefighting facility management are formulated in accordance with government regulations, and have passed ISO/CNS 45001 (occupational safety and health management system) certification to ensure the efficient operation of the system. Including the prevention of occupational disasters through hazard identification, risk management, occupational safety performance, health promotion plans, employee health management, and safety and health education and training to achieve a healthy workplace. The Taipei head office conducts employee health checks every year and a half, and the Kaohsiung Plant conducts employee health checks every year. | All employees |
| Support union operations | The Company has established an industrial union and signed a group agreement, which is an independent labor organization to ensure employees' rights of association and negotiation. Regular labor-management meetings are held, and any issues related to labor-management relations are fully communicated through agreement between labor and management, so there are no disputes. | All employees |
| Regularly review and evaluate relevant systems and actions | The administration office of the head office and the factory administration team review the Company's "work rules" and "promotion and transfer measures" and other human rights-related rules and regulations every year. | All employees |
| Anti-Corruption, Prohibition of Bribery and Bribery | In order to strengthen the ethical standards of behavior of the Company's internal staff and implement honest management, we have established "Code of Ethics," "Work Rules" and "Code of Integrity Management" within the Company. The contents include preventing conflicts of interest and avoiding self-interest Opportunities, confidentiality obligations, fair dealing, protection and | All employees |
| Project Promoted | Implementation (Note 1) | Differences and Reasons With The Code Of Practice For Sustainable Development Of TWSE/TPEx-Listed Companies |
|---|---|---|
| Yes | No | Summary |
| Respect privacy and implement information security | The Company has formulated the “Personal Data Protection Management Measures” and combined with the “Work Rules” to strengthen the Company’s management of data confidentiality; the information security section is aimed at different information operations such as entities, networks, operating platforms, data management, application systems, and operating procedures. All levels are controlled by security level. The Company also implements information security policy tools (such as firewalls, intrusion detection systems, antivirus software, mail filtering) to achieve the effectiveness of information control. | All employees |
| Human rights related training and performance: Human rights-related training content includes prohibition of forced labor, prohibition of child labor, anti-discrimination, anti-harassment, implementation of working hours management, protection of humane treatment, and provision of a healthy and safe working environment; through publicity and announcements, employees can understand how employees at all levels perform their duties. During the process, we have the responsibility to help prevent the occurrence of illegal workplace violations, and provide a complaint hotline to create a friendly working environment. Provide health promotion publicity, labor safety hygiene and fire safety training, first aid training, etc. The 2024 annual performance is listed as follows: | ||
| 1. To implement human rights and gender equality, Taiwan Styrene Monomer Corporation employs employees based solely on professional ability and experience, and has never been determined by race, ideology, religion, sect, place of origin, place of birth, gender, marriage, constellation, blood type, physical or mental obstacles, etc. are considered differently. During the reporting period, the Company did not have any incidents involving violations of the rights of indigenous peoples. | ||
| 2. It is indeed handled in accordance with relevant anti-discrimination laws and regulations, and in 2021, no employee reported being discriminated against. | ||
| 3. The Company does not employ or use child labor, and we have not received any reports of forced labor from our employees. There have been no labor disputes between labor and management. | ||
| 4. We regularly arrange health checks for our employees. In 2024, the Kaohsiung plant will have a total of 150 general health checks and 60 special health checks There were no employees identified as requiring third or fourth level health management, and there have been no reported cases of occupational diseases. | ||
| 5. There was no breach of privacy rights or information security incidents. |
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| Project Promoted | Implementation (Note 1) | Differences and Reasons With The Code Of Practice For Sustainable Development Of TWSE/TPEx-Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (II) Has the Company established and implement reasonable employee welfare measures (include salary/compensation, leave, and other benefits), and are business performance or results appropriately reflected in employee salary/compensation? | V | (II) The Taipei head office also has a Welfare Committee in accordance with the “Organization Guidelines for Employee Welfare Committees” promulgated by the Labor Committee, and 100% of the employees participate in it. The Kaohsiung plant has another labor union. Except for the manager level and above and the general affairs director, 11 people did not join the labor union in 2024. A total of 93.2% of employees are union members and have signed a group agreement. It is also an independent labor organization that ensures employees’ rights of association and negotiation. The 2024 performance is listed below: |
-
In addition to coordinating the Company’s Welfare Committee funds and promoting various welfare measures that are superior to the Labor Standards Act, the Welfare Committee also takes the initiative to care for colleagues and provide a variety of welfare options to improve physical and mental development and maintain the spirit of freedom and rights granted to the people by the Constitution. In accordance with the regulations on labor pensions, Taiwan Styrene Monomer Corporation, Ltd. pays 6% of the pension on a monthly basis based on the average salary of employees (refer to the monthly salary grading table), and saves it in the pension individual account for old workers established by the Bureau of Labor Insurance.
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In accordance with Article 14-6 of the “Securities and Exchange Act” and the “Measures for the Establishment and Exercise of Powers of the Compensation Committee for Companies Listed on Stocks or Trading in the Business Office of Securities Firms,” the Company has established a Compensation and Benefits Committee to provide professional and objective status to the Company. Evaluate the remuneration policies and systems of directors and managers, and formulate organizational rules for the remuneration committee for compliance.
-
According to Article 29 of the “Articles of Association,” the remuneration of directors shall be paid. The remuneration of directors shall be the net profit before tax of the Company for the current year (that is, the profit before tax is deducted from the profit before the distribution of employees and directors’ remuneration). Within the range of five is the employee’s remuneration and not more than 2.5% is the director’s remuneration.
-
The annual remuneration of the Company’s managers includes salary, bonuses and employee bonuses from surplus distribution; the salaries and remunerations are based on the usual level of payment in the industry, and consider the rationality of personal performance, company operating performance and future risks. The Board of Directors makes recommendations for reference in its decision-making; among them, the positions held by managers for 2021, the distribution of bonuses and employee bonuses for the performance of the managers’ participation in business contributions are proposed and distributed by the Board of Directors and approved by a regular shareholders’ meeting. Regarding the remuneration of senior executives, in addition to being approved by the Remuneration Committee in accordance with laws and regulations, relevant information is also disclosed in “Remuneration of General Managers and Deputy General Managers in the Annual Report of the 2021 Annual General Meeting of Shareholders.”
-
Showcasing a commitment to employee rights and implementing | No major differences. | |
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| Project Promoted | Implementation (Note 1) | Differences and Reasons With The Code Of Practice For Sustainable Development Of TWSE/TPEx-Listed Companies | ||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (III) Does the Company provide employees with a safe and healthy working environment, and implement regular safety and health education for employees? | V | (III) | various measures based on compensation and benefits, including disbursing year-end bonuses and performance incentives, as well as providing maternity subsidies, travel allowances, birthday gifts, etc. |
(III) Since the establishment of our factory in Linyuan Industrial Park, Kaohsiung County in May 1980, we have attached great importance to “industrial safety, hygiene and environmental protection.” In the early days, it only focused on industrial safety, hygiene and environmental protection in the “factory,” and gradually developed to take the “responsible care system” as its responsibility. There are “Safety and Sanitation Management Procedures” (KE-80-02) and “Safety and Sanitation Facilities Management Procedures” (KE-80-03). In 2024, two internal audits and one external audit were carried out, and the external audit was completed by BV. Audit and verification, the Company implements industrial safety, environmental protection, and hygiene management through the management procedures of each management system, and conducts regular follow-up review and continuous improvement in order to ensure the safety and health of all people, and to achieve a full range of safety and health management. At the beginning of the establishment of the factory, OHSAS18001 and TOSHMS occupational safety and health management system were introduced. It was converted to ISO 45001 and CN S45001 the management department in 2020. The system is applicable to all workers within the workplace of the T.S.M.C. Kaohsiung plant workers. There were no accidents in the Company during the year. ( Number of fires: 0 and casualties: 0) | No major differences. |
| (IV) Has the Company established effective career development training programs for employees? | V | (IV) | Regular recurring training for professional functions To meet the needs of ISO/CNS 14001 internal auditor training and process safety management execution concept training, Taiwan Styrene Monomer Corporation Kaohsiung Plant has implemented different education training sessions in 2024. The courses include occupational safety and health administrator training, chemical solvent operation Supervisor training, equipment operator training, safety management training, etc., with total training hours of 2,652 hours. | No major differences. |
| (V) Does the Company comply with the relevant laws and international standards with regards to customer health and safety, customer privacy, and marketing and labeling of products and services, and implement consumer protection grievance policies? | V | (V) | Adhering to ethical conduct standards and relevant regulations in the execution of internal and external business operations, and establishing operational procedures and "Personal Data Protection Management Measures" within the company. For employee or customer data, only authorized personnel with proper permissions are allowed to access. If access is required for business purposes, a "Personal Data Retrieval Request Form" must be filled out, and approval is granted only after undergoing relevant review processes and confirming compliance with legal regulations, with strict limitations on usage. The company conducts annual customer satisfaction surveys and complaint handling to actively communicate with customers and establish and strengthen customer relationships, ensuring a long-term and stable cooperative mode. | No major differences. |
| (VI) Has the Company formulated a supplier management policies requiring suppliers to comply with relevant regulations on issues | V | (VI) | Since its establishment, Taiwan Styrene Monomer Corporation has formed high-quality partnerships with upstream suppliers and customers, so that employees have a good working environment and fulfill their corporate responsibility for environmental protection. Major suppliers and customers at home and abroad are all in line with local environmental protection, occupational safety and health, and | No major differences. |
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| Project Promoted | Implementation (Note 1) | Differences and Reasons With The Code Of Practice For Sustainable Development Of TWSE/TPEx-Listed Companies |
|---|---|---|
| Yes | No | Summary |
| such as environmental protections, occupational safety and health, or labor rights, and what is the status of their implementation? | ||
| 2024 T.S.M.C. Kaohsiung Plant Supplier Evaluation Results | ||
| Supplier category | Number of homes | Number of appraisers/category percentage |
| Mechanical hardware | 77 | 6 |
| Motor electrical | 36 | 7 |
| Meters and Measuring Instruments | 37 | 7 |
| Chemical | 19 | 8 |
| Industrial safety and environmental protection | 43 | 21 |
| Office supplies | 17 | 4 |
| Maintenance works | 36 | 17 |
| Other | 69 | 27 |
| Total | 334 | 97 |
| V. Does the Company refer to international reporting standards or guidelines when preparing its sustainability report and other reports disclosing non-financial information? Does the Company obtain third party assurance or certification for the reports above? | V | 1. The Company prepares sustainability reports in accordance with the GRI 2021 Guidelines and complies with the requirements listed in the "Operation Procedures for Preparation and Reporting of Sustainability Reports by Listed Companies" issued by the Taiwan Stock Exchange. The report also addresses climate change-related financial disclosures (TCFD), United Nations Sustainable Development Goals (SDGs), Sustainability Accounting Standards Board (SASB), and "Practical Guidelines for Sustainable Development of Listed and OTC Companies".2. The sustainability report is prepared through rigorous internal procedures. The statistical data disclosed in the report are collected and compiled by the company through self-assessment. The financial data are sourced from financial reports audited and certified by PricewaterhouseCoopers Taiwan, in accordance with International Financial Reporting Standards (IFRSs). Environmental, safety, and health-related data are presented using internationally recognized indicators. Some data are referenced from publicly available information published by government agencies and presented using commonly used numerical values. Since this year, the Company plan to submit the report to an external third-party verification unit for inspection. We look forward to disclosing information through the advanced Sustainability Report, implementing the company's sustainable development policy, and enhancing industrial competitiveness |
| VI. If a company has adopted its own sustainable development best practice principle 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: The Company's "Sustainable Development Best Practice Principles" is compiled with reference to the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies" and related laws and regulations issued by TWSE/TPEx and no discrepancy found. | ||
| VII. Other important information to facilitate better understanding of the Company's promotion of sustainable development: Please refer to the relevant information of "Sustainable Development" on our website, http://www.smct.com.tw/Responsibility/responsibility. |
Climate-Related Information of TWSE/TPEx Listed Company
- Implementation of Climate-Related Information
| Item | Implementation status |
|---|---|
| 1. Describe the board of directors' and management's oversight and governance of climate-related risks and opportunities. | The Company's "Sustainable Development Committee" is the core organization to promote sustainable governance. The chairman serves as the steering committee and the general manager serves as the chairman of the committee. The committee has 4 groups in total: "Corporate Governance", "Environmental Sustainability", "Raw Materials and Products" and "Employee and Social Care". The corporate governance group serves as the executive secretary, responsible for ESG planning and promotion, and coordinates and integrates matters of each group to achieve annual goals. In 2024, the "Code of Practice for Sustainable Development" and "Operational Procedures for the Preparation and Verification of Sustainability Reports" were also revised to continue to strengthen the company's sustainable governance goals. |
| 2. Describe how the identified climate risks and opportunities affect the business, strategy, and finances of the business (short, medium, and long term). | The Sustainability Committee holds regular meetings every year to mainly discuss the implementation goals and results of each working group, improve sustainable development and corporate governance by paying attention to the latest development trends and regulations domestically and overseas, and regularly report sustainable development to the Board of Directors every year Implementation situation. The Company's eighth sustainability report was issued in August 2024, and the 2024 Sustainable Development Plan Kick-off Meeting was held on December 10 of the same year. With reference to relevant government regulations and international trends, the Company deepened sustainable governance while focusing on talent development in order to achieve diverse, fair and inclusive corporate sustainable management responsibilities. The Company's board of directors regularly listens to reports from the management team (including ESG) every year. The management must propose the company's strategy to the board of directors. In addition to judging the success potential of the relevant strategy, the board of directors must also appropriately review the progress of the strategy and urge the management team to make adjustments when necessary to fulfill its supervisory responsibilities. |
| 3. Describe the financial impact of extreme weather events and transformative actions. | The scope of this disclosure includes performance data on sustainable development and business results of the Company's major operations in Taiwan, mainly the Taipei headquarters and Kaohsiung Plant, from January to December of 2024, in accordance with the significance, sustainability context, stakeholder inclusiveness, and completeness disclosure principles of the Global Reporting Initiative (GRI) guidelines, to ensure the Company's long-term operational capabilities, with risk management covering all operational activities. In 2024, we referred to international sustainability standards (GRI, SASB, TCFD) and the United Nations Sustainable Development Goals (SDGs), collected value chain and industry-related issues, summarized 21 sustainability issues for positive and negative impact assessments, established a total of 11 major themes, strengthened management, and reported and disclosed in the sustainability report. |
| 4. Describe how climate risk identification, assessment, and management processes are integrated into the overall risk management system. | The Sustainable Development Committee conducts identification and assessment of environmental, social, and corporate governance risks each year, taking into account the level of stakeholder concern and the impact on the Company's operations, to establish sustainable business goals and continuously optimize them through rolling reviews. The Internal Audit Office formulates the audit plan for the following year based on the risk assessment results by the end of December each year, and implements audit operations after obtaining approval from the Board of Directors, in order to detect potential risks early and take corrective and preventive measures. |
| 5. If scenario analysis is used to assess resilience to climate change risks, the scenarios, parameters, assumptions, analysis factors and major financial impacts used should be described. | Implement pollution control through process safety management systems to effectively reduce environmental impacts. |
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| 6. If there is a transition plan for managing climate-related risks, describe the content of the plan, and the indicators and targets used to identify and manage physical risks and transition risks. | The Company currently has no transformation plan to manage climate-related risks. |
|---|---|
| 7. If internal carbon pricing is used as a planning tool, the basis for setting the price should be stated. | The Company currently do not use carbon pricing as a tool internally. |
| 8. If climate-related targets have been set, the activities covered, the scope of greenhouse gas emissions, the planning horizon, and the progress achieved each year should be specified. If carbon credits or renewable energy certificates (RECs) are used to achieve relevant targets, the source and quantity of carbon credits or RECs to be offset should be specified. | Please refer to the table below (1-2). |
| 9. Greenhouse gas inventory and assurance status and reduction targets, strategy, and concrete action plan (separately fill out in points 1-1 and 1-2 below). | Please refer to the table below (1-1 & 1-2). |
1-1. Greenhouse Gas Inventory and Assurance Status for the Most Recent 2 Fiscal Years
(1) The complete greenhouse gas inventory and assurance information will be disclosed in the 2024 sustainability report.
(2) The complete greenhouse gas inventory and assurance information disclosure in 2023 is as follows:
| Total emissions (metric tons) | Intensity (tones/turnover) | Verification agency | Verify results | |
|---|---|---|---|---|
| Category 1 | 174,823.1376 | 0.0000183 | Bureau Veritas Certification | Approved |
| Category 2 | 25,923.7536 | 0.0000027 |
Note 1: Category 1 refers to emissions sources directly from the Company owned or controlled, including stationary combustion sources, process emissions, mobile combustion sources in transportation and fugitive emission sources.
Note 2: Category 2 refers to indirect energy emissions (such as purchased steam and electricity). The emission equivalent in 2023 will use the electricity coefficient of that year, which is $0.494\mathrm{kgCO2e / kWh}$ , and the emission equivalent in 2024 will use the electricity coefficient of 2023.
Note 3: The Company's greenhouse gas emission coefficient is to give priority to the coefficient obtained from measurement or mass balance calculation, followed by the national emission coefficient. If there is no applicable emission coefficient, the applicable coefficient announced internationally will be used.
Note 4: The greenhouse gas emissions in 2022 are data verified by a third-party unit from Kaohsiung Plant. Since the greenhouse gas emissions in Category 3 are not significant and have statistical difficulties, only significant indirect greenhouse gas emissions are used for identification. Partial inventory and quantification were conducted without third-party verification.
Note 5: The source of fuel activity data for fixed source equipment adopts direct measurement values.
1-2 Greenhouse Gas Reduction Targets, Strategy, and Concrete Action Plan
| Item | Estimated Completion Time | Execution Progress | |
|---|---|---|---|
| Taipei | Kaohsiung | ||
| Designate and establish full-time (part-time) units | June 2024 | Completed in January 2023 | The verification was completed in 2014, and inspections and verifications are currently carried out every year. |
| Completion in greenhouse gas inventory | August 2024 | Completed in April 2024 | |
| Conduction by external verification | June 2025 | On going |
- Carbon reduction goals
(1) Short-term goal: reduce emissions by $10\%$ in 2025 compared with 2018.
(2) Mid-term goal: reduce emissions by $30\%$ in 2030 compared with 2018.
(3) Long-term goal: In line with the national long-term reduction target, net zero emissions by 2050. - Greenhouse gas emissions reduction measures by 2024:
(1) Build solar photovoltaic power generation for self-use and reduce external power purchase, saving 954.487 kWh of electricity in total throughout the year
(2) $\mathrm{CO}_{2}$ reduction 471.517 metric tons
2.3.7 Implementation Status and Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and the Reasons
| Evaluation Items | Implementation Status | Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and | ||
|---|---|---|---|---|
| Yes | no | Description | ||
| I. Establishment of ethical corporate management policies and programs |
| Evaluation Items | Implementation Status | Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and | ||
|---|---|---|---|---|
| Yes | no | Description | ||
| (I) Does the Company have an ethical corporate management policy approved by the 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’s “Ethical Corporate Management Best Practice Principle” was approved by the Board of Directors, which clearly stipulates that directors, executive management and employees should comply with laws and regulations during execution of business operation. | No major differences. | |
| (II) Whether the company has established an assessment mechanism for the risk of unethical conduct; regularly analyzes and evaluates, within a business context, the business activities with a higher risk of unethical conduct; has formulated a program to prevent unethical conduct with a scope no less than the activities prescribed in Article 7, paragraph 2 of the Ethical Corporate Management Best Practice Principles for TWSE/TPE Listed Companies? | V | (II) The Company has established the “Ethical Corporate Management Best Practice Principle,” which is the Company’s implementation of the plan to prevent unethical conduct, analyze relatively high risk non-ethical conduct and activities within its scope of business, comply with legal and ethical principles to preserve company assets, equity and image, and strengthen relevant preventive measures. | No major 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) The Company has established a “Code of Ethics Conduct” and “Ethical Corporate Management Best Practice Principle,” which clearly specifies programs to prevent unethical conduct and also complies with the Company Act, the Securities and Exchange Act, the Business Entity Accounting Act, and the relevant regulations for TWSE/TPEx listed Companies, disciplinary and appeal systems for violations. The Company has implemented the measures and regularly reviews the plan for amendments. | No major differences. | |
| II. Ethical Management Practice | ||||
| (I) Does the Company assess the ethics records of those it has business relationships with and include ethical conduct related clauses in the business contracts? | V | (I) The Company engaged in commercial activities in a fair and transparent manner. Prior to any commercial transactions, the Company shall take into consideration the legality of trading counterparties and whether any of them are involved in unethical conduct, and shall avoid any dealings with persons so involved. When entering into contracts with other trading counterparties, the Company shall include in such contracts terms requiring compliance with ethical corporate management policy to ensure that business dealings are carried out in good faith. | No major differences. | |
| (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 | V | (II) The Company designates the Corporate Governance Group as a dedicated unit to promote ethical corporate management policy, responsibilities of this group include assisting the | No major differences. |
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| Evaluation Items | Implementation Status | Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and | ||
|---|---|---|---|---|
| Yes | no | Description | ||
| once a year) report to the Board of Directors on its ethical management policy and program to prevent unethical conduct and monitor their implementation? |
(III) Has the Company established policies to prevent conflicts of interests, provided appropriate communication and complaint channels, and properly implemented such policies?
(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 to perform the audits?
(V) Does the Company provide internal and external ethical corporate management training programs on a regular basis? | V | | Board of Directors and management team in formulating and monitor the implementation standards. The group has reported the implementations of ethical corporate management to the Board of Directors on November 6, 2024.
(III) The Company has established "Ethical Corporate Management Best Practice Principle" and "Code of Ethical Conduct" to prevent from conflicts of interests and provide a proper channel for reporting any illegal or improper behavior, and a dedicated section for stakeholders on the Company's website to provide appropriate channels for reporting.
(IV) The Company has established an effective accounting system and internal control system. The audit unit is responsible for regular and irregular auditing operations, reporting to the Board of Directors regularly, and also appointed CPAs to review The Company's financial statements regularly.
(V) The Company conducts regular internal training programs for directors, managers, and employees on an annual basis. In 2024, training programs related to ethical corporate management, including topics such as business integrity code. The total duration of these training programs was 180 minutes, with a total of 21 participants | No major differences.
No major differences.
No major differences. |
| III. Implementation of Complaint Procedures
(I) Has the Company established specific whistleblowing and reward procedures, set up conveniently accessible whistle-blowing channels, and appointed appropriate personnel specifically responsible for handling complaints received from whistleblowers?
(II) Has the Company established standard operating procedures for investigating the complaints received, follow-up measures taken after investigation and mechanisms ensuring such complaints are handled in a confidential manner?
(III) Has the Company adopted proper measures to protect whistleblowers | V | | (I) The Company has established "Regulations of Whistleblowing Cases on Illegal, Immoral and Unethical Conduct" and "Handling employees' grievances", and has established a complete reporting system and channels. The website has a dedicate section for stakeholders which provides corresponding contact windows for different stakeholders, so that reports and complaints can be expressed via multiple reporting channels, and responded by dedicated personnel.
(II) The Company has established the "Regulations of Whistleblowing Cases on Illegal, Immoral and Unethical Conduct" and "Handling employees' grievances." The Company will keep confidential and protect the whistleblowers, complainants or investigators. Documentations of case acceptance, investigation processes, investigation results and relevant documents shall be retained.
(III) The Company accepts anonymous and anonymous | No major differences.
No major differences. |
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| Evaluation Items | Implementation Status | Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and differences. | ||
|---|---|---|---|---|
| Yes | no | Description | ||
| from retaliation for filing complaints? | reporting, and keeps the whistleblower and the contents of the report confidential. | |||
| IV. Strengthening information disclosure | ||||
| Does the Company disclose its ethical corporate management policies and the results of their implementation on its website and the Market Observation Post System (MOPS)? | V | The Company has set up Chinese and English website and an external mailbox to disclose information on Ethical Corporate Management Best Practice Principle. The information disclosure and reporting channels are still smooth to ensure that the information is disclosed to the competent authority or the public in an Integral, fair, correct, timely manner. | No major differences. | |
| 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 established the “Ethical Corporate Management Best Practice Principle,” “Code of Ethical Conduct” and “Staff Work Rules,” and operates in accordance with these codes without major differences. | ||||
| 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 adheres to the spirit of ethical corporate management, abides by the Company Act, the Securities and Exchange Act and other laws and regulations, and promotes the policy of ethical corporate management by the customers/(venders), directors, managers and colleagues, so that the Company can develop towards the concept of sustainable management; investment in shareholders, use professional and diligent management to ensure fair, sustainable and competitive returns and create the best interests of shareholders; provide working conditions that protect the health and safety of each employee, listen to employees and sincerely face employee complaints and complaints problems, encourage and assist employees to develop relevant skills and knowledge, and avoid illegal activities. The Company values the rights and opinions of every stakeholder in order to promote the sustainable development of the Company. |
2.3.8 Other significant Information that will provide a Better Understanding of the Company's Corporate Governance Practices
The significant information of the Company is immediately announced on the Market Observation Post System (MOPS) in accordance with the regulations of the competent authority, and the relevant implement status of corporate governance is also disclosed on the Company's website. The brief descriptions are as follows:
- The Company discloses material information to investors in a timely manner in accordance with regulations, and regularly holds corporate briefings to announce operating results.
- The Company's newly appointed directors, managers and other insiders will provide the latest version of the "Regulations and Directions related to insider equity of TWSE/TPEx Listed Companies" that insiders can comply with.
- The Company also updates relevant information of insider equity trading on the website of TWSE to insiders form time to time.
2.3.9 Internal Control Status
- Internal Control Manual:
The Company has fully disclosed the "Internal Control System Statement" on the Market Observation Post System (MOPS) in accordance with the regulations of the competent authority. The query method is as follows: MOPS http://mops.twse.com.tw > Corporate Governance > Internal Control Area > Internal Control Manual Announcement
- If CPA was engaged to conduct a special audit of internal control system, the CPA audit report shall be disclosed: None.
2.3.10 Material resolutions of a shareholders meeting or a board of directors meeting in 2024 up to the date of publication of the annual report.
- Important resolutions and implementation of the 2024 Extraordinary Meeting of Shareholders and the Annual General Meeting of Shareholders:
| Meeting date | Important Resolutions | Implementation situation |
|---|---|---|
| 2024.03.15 Extraordinary shareholders' meeting | 1. The Company handles private placement of common stock cash capital increase case | As of the processing deadline, the Company has not submitted any application to the competent authority. Due to the expiration of the processing period stipulated in the law, the Company's Board of Directors passed a resolution on March 12, 2025 that it will not be processed within the expiration date. |
| 2024.05.31 Regular shareholders' meeting | 1. Adopted the 2023 Business Report and Financial Statements. | The relevant forms have been submitted to the competent authority for reference and announcement in accordance with the Company Act and other relevant laws and regulations. |
| 2. Approved the appropriation of profit or loss of 2023 | The Company will suffer a net loss after tax in 2023 and no dividend will be distributed as decided by the shareholders' meeting. | |
| 3. To amend the Rules of Procedure for Shareholders Meetings | This has been processed in accordance with the revised procedures and uploaded to MOPS and the Company website. | |
| 4. Election of the 16th Board of Directors (including Independent Directors) | The information of the new directors has been submitted to MOPS, and sent to TWSE and the change registration has been processed. | |
| 5. To lift non-competition restrictions on new Directors and their representatives | The Company shall file a record with the competent authority in accordance with the provisions of the Company Act and other relevant laws and regulations. |
- Important resolutions of the Board of Directors in 2024 and up to the date of publication of the annual report:
| Date/session | Important Resolutions | Resolution |
|---|---|---|
| 2024.01.22 13th meeting of the 15th Term | 1. The Company handles private placement of common stock cash capital increase case | |
| 2. Convening the 1st extraordinary shareholders meeting of the Company in 2024 | ◆ Approved as proposed and implemented as the resolution. | |
| ◆ The relevant discussion items have been declared at MOPS. | ||
| 2024.03.13 14th meeting of the 15th Term | 1. Resignation of the General Manager. | |
| 2. Appointment of the General Manager. | ||
| 3. Proposal for the Company's 2023 Business Report and Financial Statements. | ||
| 4. 2023 profit and loss appropriation plan. | ||
| 5. Proposed amendments to some of the Company's "Shareholders' Meeting Rules of Procedure". | ||
| 6. Proposed re-election of the 16th board of directors (including independent directors). | ||
| 7. Proposed proposal to lift the non-competition restriction on new directors and their representatives. | ◆ Approved as proposed and implemented as the resolution. | |
| ◆ The relevant discussion items have been declared at MOPS. |
| Date/session | Important Resolutions | Resolution |
|---|---|---|
| 8. Convening the Company's 2024 General Meeting of Shareholders General Meeting. | ||
| 9. The Company's 2024 Annual General Meeting accepts shareholder proposals related to the nomination of independent director candidates. | ||
| 10. Cooperate with the government to adjust the minimum wage and Proposed amendments to the "Salary Point and Job Title Table". | ||
| 11. The Company’s 2023 Annual Internal Auditing Report and Statement of Internal Control. | ||
| 2024.04.17 | ||
| 15^{th} meeting of the 15^{th} Term | 1. Review the list of candidates for the 16^{th} board of directors (including independent directors) | ◆ Approved as proposed and implemented as the resolution and have been declared at MOPS. |
| 2024.05.08 | ||
| 16^{th} meeting of the 15^{th} Term | 1. The Company's consolidated financial report for Q1 of 2024. | |
| 2. The Company proposes to apply for a comprehensive credit line renewal case from a financial institution. | ||
| 3. The Company proposes to apply for a comprehensive credit line renewal case from a financial institution. | ||
| 4. The Company proposes to apply for a comprehensive credit line renewal case from a financial institution. | ||
| 5. The Company proposes to apply for a new comprehensive credit line from a financial institution. | ◆ Approved as proposed and implemented as the resolution. | |
| ◆ The relevant discussion items have been declared at MOPS. | ||
| 2024.05.31 | ||
| 1^{st} meeting of the 16^{th} Term | 1. The proposal for the election of the Company's chairman. | ◆ Approved as proposed and implemented as the resolution and have been declared at MOPS. |
| 2024.08.07 | ||
| 2^{nd} meeting of the 16^{th} Term | 1. The Company's consolidated financial report for Q2 of 2024. | |
| 2. Appointment of members of the Company's 3^{rd} term of "Nomination Committee" and 6^{th} term of "Remuneration Committee". | ||
| 3. Prepare the Company's 2023 ESG report. | ||
| 4. Proposed amendments to some of the provisions of the Company's "Board of Directors' Rules of Procedure". | ||
| 5. The Company's subsidiary plans to reduce the amount of cash capital to return shareholders' shares. | ||
| 6. The Company intends to add general principles to the policy on pre-approval of non-confidential services. | ||
| 7. The Company proposes to apply for a comprehensive credit line renewal case from a financial institution. | ||
| 8. The Company proposes to apply for a comprehensive credit line renewal case from a financial institution. | ||
| 9. The Company proposes to apply for a comprehensive credit line renewal case from a financial institution. | ||
| 10. The Company proposes to apply for a comprehensive credit line renewal case from a financial institution. | ||
| 11. The Company proposes to apply for a new commercial bill guarantee line from a financial institution. | ◆ Approved as proposed and implemented as the resolution. | |
| ◆ The relevant discussion items have been declared at MOPS |
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| Date/session | Important Resolutions | Resolution |
|---|---|---|
| 2024.11.06 | ||
| 3^{rd} meeting of the 16^{th} Term | 1. The Company's consolidated financial report for Q3 of 2024. | |
| 2. Proposed 2025 Business Plan and Budget Statements. | ||
| 3. Evaluation of independence, competency and performance of the Company's 2024 Chartered Public Accountant. | ||
| 4. 2025 Service Fee for KPMG. | ||
| 5. To change of CPA of the Company. | ||
| 6. The Company's 2025 audit plan. | ||
| 7. Proposed revision of the Company's organizational structure. | ||
| 8. Proposed replacement of the company's stock agency. | ||
| 9. Proposed amendments to some of the provisions of the Company's "Audit Committee Organization Charter". | ||
| 10. Proposed amendments to the Company's "Sustainable Development Code of Practice" and "Sustainability Report Preparation and Verification Procedures". | ||
| 11. Formulate the Company's "Sustainability Information Management Audit" and revise some of the "Self-Assessment Procedures" provisions. | ||
| 12. The Company has newly established the "Performance Appraisal Bonus Payment Method" and revised the "Year-end Bonus Payment Method". | ||
| 13. The Company proposes to apply for a comprehensive credit line renewal case from a financial institution. | ||
| 14. The Company proposes to apply for a comprehensive credit line renewal case from a financial institution. | ||
| 15. The Company proposes to apply for a comprehensive credit line renewal case from a financial institution. | ||
| 16. The Company proposes to apply for a comprehensive credit line renewal case from a financial institution. | ◆ Approved as proposed and implemented as the resolution. | |
| ◆ The relevant discussion items have been declared at MOPS | ||
| 2025.03.12 | ||
| 4^{th} meeting of the 16^{th} Term | 1. 2024 Annual Business Report and Financial Statements. | |
| 2. 2024 Appropriation of profit and loss. | ||
| 3. Draft a bill to define the scope of grassroots employees and amend Articles 2 and 29 of the Company's articles of association. | ||
| 4. Proposed revision of the Company's organizational structure. | ||
| 5. Report on the handling of the Company's private placement of common stock cash capital increase. | ||
| 6. Convene the Company's 2025 Annual General Meeting | ||
| 7. The Company's 2025 Annual General Meeting accepts shareholder proposals related to the nomination of director (including independent director) candidates. | ||
| 8. The Company's subsidiary plans to reduce the amount of cash capital to return shareholders' shares. | ||
| 9. The Company's 2024 Annual Internal Auditing Report and Statement of Internal Control. | ◆ Approved as proposed and implemented as the resolution. | |
| ◆ The relevant discussion items have been declared at MOPS |
- Important resolutions of the Audit Committee in 2024 and up to the date of publication of the annual report:
| Date/Session | Important Resolutions | Resolution |
|---|---|---|
| 2024.01.22 | ||
| 10^{th} meeting of the 2^{nd} Term | 1. The Company's proposal for cash capital increase by private placement of common stock. | ◆ Approved as proposed and implemented as the resolution. |
| 2024.03.13 | ||
| 11^{th} meeting of | 1. 2023 Annual Business Report and Financial Statements. | |
| 2. 2023 Appropriation of profit and loss. | ||
| 3. The Company's 2023 Annual Internal Auditing Report and | ◆ Approved as proposed and implemented as the resolution. |
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| the 2^{nd} Term | Statement of Internal Control. | |
|---|---|---|
| 2024.05.08 | ||
| 12^{th} meeting of | ||
| the 2^{nd} Term | 1. The Company's consolidated financial report for Q1 of 2024. | ◆Approved as proposed |
| and implemented as | ||
| the resolution. | ||
| 2024.08.07 | ||
| 1^{st} meeting of | ||
| the 3^{rd} Term | 1. The Company's consolidated financial report for Q2 of 2024. | |
| 2. The Company's subsidiary plans to reduce the amount of cash capital to return shareholders' shares. | ||
| 3. The Company intends to add general principles to the policy on pre-approval of non-confidential services. | ◆Approved as proposed | |
| and implemented as | ||
| the resolution. | ||
| 2024.11.06 | ||
| 2^{nd} meeting of | ||
| the 3^{rd} Term | 1. The Company's consolidated financial report for Q3 of 2024. | |
| 2. Evaluation of independence, competency and performance of the Company's 2024 Chartered Public Accountant. | ||
| 3. 2025 Service Fee for KPMG. | ||
| 4. To change of CPA of the Company. | ||
| 5. The Company's 2025 audit plan. | ||
| 6. Proposed amendments to the Company's "Sustainable Development Code of Practice" and "Sustainability Report Preparation and Verification Procedures". | ||
| 7. Formulate the Company's "Sustainability Information Management Audit" and revise some of the "Self-Assessment Procedures" provisions. | ◆Approved as proposed | |
| and implemented as | ||
| the resolution. | ||
| 2025.03.12 | ||
| 3^{rd} meeting of | ||
| the 3^{rd} Term | 1. 2024 Annual Business Report and Financial Statements. | |
| 2. 2024 Appropriation of profit and loss. | ||
| 3. Draft a bill to define the scope of grassroots employees and amend Articles 2 and 29 of the Company's articles of association. | ||
| 4. Report on the handling of the Company's private placement of common stock cash capital increase. | ||
| 5. The Company's subsidiary plans to reduce the amount of cash capital to return shareholders' shares. | ||
| 6. The Company's 2024 Annual Internal Auditing Report and Statement of Internal Control. | ◆Approved as proposed | |
| and implemented as | ||
| the resolution. |
2.3.11 In the most recent year and as of the publication date of the annual report, a director or 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.
2.4 Information on CPA Professional Fees
2.4.1 Professional Fees of CPA
Unit: NT$ Thousand
| Accounting firm | Name of CPA | CPA's Audit Period | Audit Fee | Non-Audit Fee | Total | Remark |
|---|---|---|---|---|---|---|
| KPMG | Wu Lin | 2024.01.01 to 2024.12.31 | 3,292 | 0 | 3,292 | - |
| Wang Yung-Sheng |
2.4.2 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.
2.4.3 When the audit fees paid for the current fiscal year are lower than those for the previous
fiscal year by 10% or more, the reduction in the amount of audit fees, reduction percentage, and reason(s) therefor shall be disclosed: None.
2.5 Replacement of CPA:
A. Regarding the former CPA
| Replacement Date | November 6, 2024 | |||
|---|---|---|---|---|
| Replacement reasons and explanations | The original CPAs of the Company were Wu Lin and Wang Yung-Sheng from KPMG. Due to internal restructuring, the CPAs of the Company were changed to Ying Yuan-Sheng and Wu Lin, beginning from 1st quarter, 2025. | |||
| Describe whether the Company terminated or the CPA did not accept the appointment | Condition | |||
| Party | CPA | The Company | ||
| Termination of appointment | NA | NA | ||
| No longer accepted (continued) appointment | NA | NA | ||
| Other issues (except for unqualified issues) in the audit reports within the last two years | None | |||
| Differences with the company | Yes | - | Accounting principles or practices | |
| - | Disclosure of Financial Statements | |||
| - | Audit scope or steps | |||
| None | ✓ | |||
| Remarks/specify details | ||||
| Other Revealed Matters | None |
B. Regarding the successor CPA
| Name of accounting firm | KPMG |
|---|---|
| Name of CPA | Ying Yuan-Sheng and Wu Lin |
| Date of appointment | beginning from 1st quarter, 2025 |
| Consultation results and opinions on accounting treatments or principles with respect to specified transactions and the company's financial reports that the CPA might issue prior to the engagement. | NA |
| Succeeding CPA’s written opinion of disagreement toward the former CPA | NA |
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2.6 The Company's Chairperson, General Manager or Any Managerial Officer in Charge of Finance or Accounting Matters Has in the Most Recent Year Held a Position at the Accounting Firm of its CPA or at an Affiliated Enterprise of Such Accounting Firm: None.
2.7 Changes in Shareholders of Directors, Managerial Officer, and Major Shareholders
2.7.1 Changes in shareholdings of directors, managers and shareholders holding more than 10% share in the Company
The Company has fully disclosed the information on the Market Observation Post System (MOPS) in accordance with the regulations of the competent authority. The query method is as follows:
MOPS http://mops.twse.com.tw > Basic information > Shareholding, pledge and transfer by directors, supervisors and major shareholders
2.7.2 Equity Transfer Information:
Information of transfers of equity interests by a director, supervisor, managerial officer, or shareholder with a stake of more than 10 percent, where the counterparty of any such transfer of equity interests is a related party: None.
2.7.3 Equity Pledge Information:
Information of transfers of equity interests by a director, supervisor, managerial officer, or shareholder with a stake of more than 10 percent, where the counterparty of any such transfer of equity interests is a related party: None.
2.8 Information of the Top Ten Largest Shareholders who are Related Parties or have a Spousal or Familial Relationship within the Second Degree of Kinship
March 30, 2025
| Name | Holding of shares | Spouse and minor children hold shares | Holding shares in the name of others | If the top ten shareholders are related to each other or are spouses or relatives within the second degree of kinship, their names or names and relationships (Note 3) | Remark | ||||
|---|---|---|---|---|---|---|---|---|---|
| Number Of Shares | Shareholding Ratio (Note 2) | Number Of Shares | Shareholding Ratio (Note 2) | Number Of Shares | Shareholding Ratio (Note 2) | Name | Relationship | ||
| Taiwan Steel Group United Co., Ltd. Representative : Joseph Wang | 41,446,000 | 7.85% | 0 | 0% | 0 | 0% | NA | NA | - |
| Frank.C.Chen Foundation for Culture and Education Representative : Tian-Pu Chen | 28,750,000 | 5.45% | (Note 4) | (Note 4) | (Note 4) | (Note 4) | NA | NA | - |
| Chun Yu Works & Co., Ltd. Representative : Chi-Tai Chen | 11,678,000 | 2.21% | 0 | 0% | 0 | 0% | NA | NA | - |
| Taiwan Styrene Investment Inc. Representative : Zheni-Shi Huang | 10,000,000 | 1.89% | (Note 4) | (Note 4) | (Note 4) | (Note 4) | NA | NA | - |
| JPMorgan Chase Bank N.A., Taipei Branch in custody of the VanGuard Emerging Markets Stock Index Fund, a series of VanGuard International Equity Index Fund | 6,803,050 | 1.29% | (Note 4) | (Note 4) | (Note 4) | (Note 4) | NA | NA | - |
| JPMorgan Chase Bank N.A., Taipei Branch in custody for VanGuard Total International Stock Index Fund, a series of VanGuard Star Funds | 6,733,977 | 1.28% | (Note 4) | (Note 4) | (Note 4) | (Note 4) | NA | NA | - |
| Chun Yu Investment Co., Ltd. Representative : Chi-Tai Chen | 6,618,000 | 1.25% | 0 | 0% | 0 | 0% | NA | NA | - |
| Chun Bang Precision Co., Ltd. Representative : Chi-Tai Chen | 6,440,000 | 1.22% | 0 | 0% | 0 | 0% | NA | NA | - |
| Heyang Investment Co., Ltd. Representative : Joseph Wang | 5,067,000 | 0.96% | 0 | 0% | 0 | 0% | NA | NA | - |
| Yu-Bin Yang | 5,065,000 | 0.96% | (Note 4) | (Note 4) | (Note 4) | (Note 4) | NA | NA | - |
Note 1: All the top 10 shareholders shall be listed. The legal person shareholders are listed the name of the legal person shareholder and the name of the representative separately.
Note 2: The calculation of the shareholding ratio refers to the calculation of the shareholding ratio in the name of oneself, the spouse, the minor child or the use of another person.
Note 3: The shareholders listed in the previous disclosure, including legal persons and natural persons, shall disclose their relationship with each other in accordance with the issuer's financial reporting standards.
Note 4: The shareholder is not an insider declared by the company, so the relevant materials of his spouse, minor children or holding shares in the name of others cannot be obtained.
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2.9 Consolidated Shareholding Ratio of Investees
March 30, 2025; Unit: Shares
| Reinvestment Business | The Company's Investment | Investment Of Directors, Supervisors, Managers And Directly Or Indirectly Controlled Enterprises | Comprehensive Investment | |||
|---|---|---|---|---|---|---|
| Number Of Shares | Shareholding Ratio | Number Of Shares | Shareholding Ratio | Number Of Shares | Shareholding Ratio | |
| Grand Cathay Venture Capital Co., Ltd. | 40,000,000 | 25.00% | — | — | 40,000,000 | 25.00% |
| Wonderland Enterprise Co., Ltd. | 29,629,597 | 37.04% | — | — | 29,629,597 | 37.04% |
| Yangmingshan Tien Lai Resort & SPA | 25,865,618 | 65.07% | 4,807,774 | 12.10% | 30,673,392 | 77.17% |
| Yuan-Shin Materials Technology Corp. Ltd. | 5,000,000 | 100.00% | — | — | 5,000,000 | 100.00% |
| Universal Investments Limited | 80 | 40.00% | — | — | 80 | 40.00% |
| YSIC Ltd. | 72,446,838 | 99.99% | — | — | 72,446,838 | 99.99% |
| Functional Coating System Technologies Co., Ltd. | 1,744,186 | 34.88% | — | — | 1,744,186 | 34.88% |
| Tien Lai Co., Ltd. | — | — | 6750,000 | 50.00% | 675,000 | 50.00% |
| Kun Shan International Ltd. | — | — | — | 100.00% | — | 100.00% |
| Kunshan Yu Fu Technology Education Consulting Co., Ltd. | — | — | — | 100.00% | — | 100.00% |
| Grand Capital Co., Ltd. | — | — | — | 100.00% | — | 100.00% |
Note: The investments accounted for equity method.
03 Capital Overview
3.1 Capital and Shares
3.1.1 Capitalization
Unit: share; NTD
| Years | Par Value | Authorized Capital | Paid-in Capital | Remark | ||||
|---|---|---|---|---|---|---|---|---|
| Number of shares | Amount | Number of shares | Amount | Source of Capital | Capital Increased by Assets Other than Cash | Others | ||
| 68.11 | 10 | 30,000,000 | 300,000,000 | 7,500,000 | 75,000,000 | Cash issue of 75,000,000 at creation | — | |
| 69.09 | 10 | 30,000,000 | 300,000,000 | 30,000,000 | 300,000,000 | Reissue of 225,000,000 in cash | — | |
| 70.08 | 10 | 50,000,000 | 500,000,000 | 35,000,000 | 350,000,000 | Cash capital increase issue of 50,000,000 | — | |
| 71.04 | 10 | 50,000,000 | 500,000,000 | 50,000,000 | 500,000,000 | Reissue of cash 150,000,000 | — | |
| 76.05 | 10 | 100,000,000 | 1,000,000,000 | 100,000,000 | 1,000,000,000 | 500,000,000 capital increase from surplus | — | (76) Taiwan Financial Certificate (1) No. 00452 |
| 77.08 | 10 | 150,000,000 | 1,500,000,000 | 150,000,000 | 1,500,000,000 | 500,000,000 capital increase from surplus | — | (77) Taiwan Financial Certificate (1) No. 08547 |
| 78.07 | 10 | 180,330,000 | 1,803,300,000 | 180,330,000 | 1,803,300,000 | Surplus capital increase 303,300,000 | — | (78) Taiwan Financial Certificate (1) No. 23774 |
| 79.09 | 10 | 216,566,000 | 2,165,660,000 | 216,566,000 | 2,165,660,000 | Surplus to capital increase 362,360,000 | — | (79) Taiwan Financial Certificate (1) No. 02187 |
| 80.07 | 10 | 260,283,000 | 2,602,830,000 | 260,283,000 | 2,602,830,000 | Surplus capital increase 437,170,000 | — | (80) Taiwan Financial Certificate (1) No. 01472 |
| 84.05 | 10 | 313,112,149 | 3,131,121,490 | 313,112,149 | 3,131,121,490 | Capital increase from surplus to 528,291,490 | — | (84) Taiwan Financial Certificate (1) No. 25397 |
| 85.05 | 10 | 392,332,709 | 3,923,327,090 | 392,332,709 | 3,923,327,090 | Surplus capital increase 792,205,600 | — | (85) Taiwan Financial Certificate (1) No. 27060 |
| 87.06 | 10 | 431,565,979 | 4,315,659,790 | 431,565,979 | 4,315,659,790 | Surplus capital increase 392,332,700 | — | (87) Taiwan Financial Certificate (1) No. 52170 |
| 89.07 | 10 | 552,600,000 | 5,526,000,000 | 461,826,455 | 4,618,264,550 | Surplus to capital increase 302,604,760 | — | (89) Taiwan Financial Certificate (1) No. 57762 |
| 90.06 | 10 | 552,600,000 | 5,526,000,000 | 485,151,024 | 4,851,510,240 | 233,245,690 surplus to capital increase | — | (90) Taiwan Financial Certificate (1) No. 138425 |
| 92.07 | 10 | 675,000,000 | 6,750,000,000 | 534,156,178 | 5,341,561,780 | Surplus capital increase 490,051,540 | — | (92) Taiwan Financial Certificate (1) No. 0920133877 |
| 94.07 | 10 | 675,000,000 | 6,750,000,000 | 566,529,279 | 5,665,292,790 | Capital increase from surplus 323,731,010 | — | Jingguanzheng Yizi No. 0940127690 |
| 96.07 | 10 | 675,000,000 | 6,750,000,000 | 588,969,290 | 5,889,692,900 | Capital increase from surplus 224,400,110 | — | Jingguanzheng Yizi No. 0960040233 |
| 97.08 | 10 | 675,000,000 | 6,750,000,000 | 606,479,298 | 6,064,792,980 | 175,100,080 capital increase from surplus | — | Jingguanzheng Yizi No. 0970040302 |
| 97.12 | 10 | 675,000,000 | 6,750,000,000 | 591,479,298 | 5,914,792,980 | Cancellation and repurchase of 15,000,000 treasury shares | — | — |
| 98.03 | 10 | 675,000,000 | 6,750,000,000 | 590,672,298 | 5,906,722,980 | Cancellation and repurchase of 807,000 treasury shares | — | — |
| 98.06 | 10 | 675,000,000 | 6,750,000,000 | 580,340,298 | 5,803,402,980 | Cancellation and repurchase of 10,332,000 treasury shares | — | — |
| 101.12 | 10 | 675,000,000 | 6,750,000,000 | 502,733,109 | 5,027,331,090 | 776,071,890 yuan for capital reduction | — | Jingguanzhengfa Zi No. 1010048476 Jingshu Shangzi No. 10101251550 |
| 103.10 | 10 | 675,000,000 | 6,750,000,000 | 527,869,764 | 5,278,697,640 | Capital increase of 251,366,550 from surplus | — | Jingguan Zhengfa Zi No. 1030027404 |
| 111.03 | 10 | 900,000,000 | 9,000,000,000 | 527,869,764 | 5,278,697,640 | — | — | Jingshu Shangzi No. 09901165040 |
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Unit: Share
| Share Type | Authorized Capital | Note | ||
|---|---|---|---|---|
| Issued Shares | Unissued Shares | Total | ||
| Common Stock | 527,869,764 | 372,130,236 | 900,000,000 | Shares of Listed Companies |
Information about the general reporting system: None.
3.1.2 List of Major Shareholders
March 30, 2025
| Shareholding Name of Major Shareholders | Shareholding | Shares Held | Shareholding Ratio (%) |
|---|---|---|---|
| Taiwan Steel Group United Co., Ltd. | 41,446,000 | 7.85% | |
| Frank C. Chen Foundation for Culture and Education | 28,750,000 | 5.45% | |
| Chun Yu Works & Co., Ltd. | 11,678,000 | 2.21% | |
| Taiwan Styrene Investment Inc. | 10,000,000 | 1.89% | |
| JPMorgan Chase Bank N.A., Taipei Branch in custody of the VanGuard Emerging Markets Stock Index Fund, a series of VanGuard International Equity Index Fund | 6,803,050 | 1.29% | |
| JPMorgan Chase Bank N.A., Taipei Branch in custody for VanGuard Total International Stock Index Fund, a series of VanGuard Star Funds | 6,733,977 | 1.28% | |
| Chun Yu Investment Co., Ltd. | 6,618,000 | 1.25% | |
| Chun Bang Precision Co., Ltd. | 6,440,000 | 1.22% | |
| Heyang Investment Co., Ltd. | 5,067,000 | 0.96% | |
| Yu-Bin Yang | 5,065,000 | 0.96% |
3.1.3 Dividend Policy and Implementation Status
- Dividend policy stipulated in the articles of incorporation
If the Company makes a profit (i.e., net profit before tax before deducting the portion set aside for employees' and directors' remuneration) within a fiscal year, 1%-5% of the profit shall be reserved as the employees' remuneration and no more than 2.5% as the directors' remuneration; in case of accumulated loss, however, a portion of the profit shall first be reserved to cover the loss. Employees' remuneration shall be distributed in the form of shares or cash. The distribution of remuneration shall be approved by the majority of the directors present at the board of directors meeting attended by at least two-thirds of all directors, and shall be reported at the shareholders' meeting.
The Company shall apply the current year's earnings, if any, to pay for the profit-seeking enterprise income tax first, offset accumulated losses, and then set aside 10% as legal capital reserve. The special capital reserve may be appropriated based on the Company's business needs. The board of directors shall propose the appropriation of the remaining earnings, if any, and undistributed earnings in previous years and report to the shareholders' meeting. The proportion of cash dividends in the distribution proposal shall not be less than 30% of the total dividends; if it is necessary for a major investment plan and improvement of the financial structure, or when there is a sudden and major capital demand, the cash dividend payout rate will be adjusted to 10% to 30%. However, if the cash dividend per share is less than NT$0.1, stock dividends may be distributed instead.
- The proposed dividend distribution at the shareholders' meeting
Resolution by the Board of Directors, March 12, 2025 not to distribute dividends for 2024 appropriation of profit and loss.
- Explanation of expected major changes in dividend policy: None.
3.1.4 Effect upon business performance and earnings per share of any stock dividend distribution proposed or adopted at the most recent shareholders' meeting: None.
3.1.5 Compensation of Employees and Directors
- Information or scope of the percentage of employee remuneration and directors' remuneration as stated in the Company's Articles of Association:
If the Company makes a profit (i.e., net profit before tax before deducting the portion set aside for employees' and directors' remuneration) within a fiscal year, 1%-5% of the profit shall be reserved as the employees' remuneration and no more than 2.5% as the directors' remuneration; in case of accumulated loss, however, a portion of the profit shall first be reserved to cover the loss.
Remuneration of employees shall be in stock or cash, which shall be implemented by the Board of Directors with the presence of more than two-thirds of the directors and a resolution approved by more than half of the directors present, and reported to the shareholders' meeting.
- The estimated basis for the estimated employee compensation and directors' compensation for the current period, the calculation basis for the number of shares for employee compensation distributed by stock, and the accounting treatment if the actual distribution amount is different from the estimated amount:
(1) Since the current year is a net loss before tax, it is not planned to distribute employee remuneration and directors' remuneration.
(2) If there is a major change in the amount of distribution approved by the Board of Directors before the date of approval of the annual consolidated financial report, the change will adjust the original annual expenses. Annual adjustments are recorded.
- Remuneration distribution approved by the Board of Directors:
(1) Cash or stock distributions of employee remuneration and directors' remuneration: Not applicable.
(2) The amount of employee remuneration distributed in stock and its proportion to the net profit after tax and total employee remuneration in the current period's individual or individual financial report: None.
- The actual distribution of employee remuneration and directors' remuneration in the previous year (including the number of shares allotted, amount, and share price), and the discrepancies between the recognized employee's remuneration and director's remuneration, and the number of differences, reasons and handling should be stated:
Since the Company had a net loss after tax in 2024, then there is no distribution of employee remuneration and director remuneration, which has no difference from the amount recognized in the accounts in 2023.
3.1.6 Buyback of Treasury Stock
| Term of Repurchase | 1^{st} batch | 2^{nd} batch | 3^{rd} batch | 4^{th} batch |
|---|---|---|---|---|
| Purpose of the Share Buyback | Share transfer to employees | Share transfer to employees | To maintain credit and shareholders' equity | Share transfer to employees |
| Scheduled Buyback Period | January 4, 2006 to March 3, 2006 | April 4, 2006 to June 3, 2006 | September 24, 2008 to November 22, 2008 | March 25, 2020 to May 22, 2020 |
| Scheduled Buyback Price Range | 13.00~18.00 | 12.00~15.00 | 5.23~10.00 | 8.61~25.77 |
| Type and Number of Shares Buyback | Common Share 807,000 shares | Common Share 10,332,000 shares | Common Share 15,000,000 shares | Common Share 1,040,000 shares |
| Amount of Shares Buyback | NT$12,119,378 | NT$143,314,554 | NT$107,933,335 | NT$15,186,712 |
| Number of Retired and Transferred Shares | Cancelled | Registered | Cancelled | Transfer has been processed |
| Cumulative Number of the Company's Treasury Shares Held | 0 share | 0 share | 0 share | 0 share |
| Cumulative Number of the Company's Treasury Shares as a Percentage of the Total Number of the Company's issued Shares (%) | 0% | 0% | 0% | 0% |
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3.2 Corporate Bonds: None.
3.3 Preferred Shares: None.
3.4 Global Depository Receipts: None.
3.5 Status of Employee Stock Options: None.
3.6 Status of Employee Restricted Stock: None.
3.7 Status of New Shares Issuance in Connection with Mergers and Acquisitions: None.
3.8 Funding Plans and Implementation:
As of the day before the annual report is published, the contents and implementation status of the previous issuance or private placement of securities that has not yet been completed or has been completed within the last three years but the benefits of the plan have not yet been realized:
The Company has fully disclosed the information on the Market Observation Post System (MOPS) in accordance with the regulations of the competent authority. The query method is as follows:
(1) MOPS http://mops.twse.com.tw > Investment area > Private Equity Area > Private placement information inquiry
(2) MOPS http://mops.twse.com.tw > Investment area > Fundraising Plan Execution area
04 Operation Highlight
4.1 Business Activities
4.1.1 Business Content
- Main Content
(1) Production and sales of Styrene Monomer, intermediate products and by-products.
(2) Processing of Styrene Monomer monomers and intermediate products and production and sales of processed products (subject to approval by the Investment Commission of the Ministry of Economic Affairs).
(3) Import and sell Styrene Monomer and other related chemical raw materials and products. The operation of the business is handled in accordance with the relevant laws and regulations.
- Proportion of business:
| Product item | Operating percentage |
|---|---|
| SM | 95.1% |
| PDEB | 1.8% |
| Others | 3.1% |
- The Company's current products and services
(1) SM (2) PDEB (3) Toluene (4) Hydrogen (5) Steam (6) EB
4.1.2 Industry Overview
- Current Situation and Development of Styrene Monomer Industry
The Company's main product - Styrene Monomer is polystyrene among the five major plastics, is also a bulk petrochemical raw material. The basic raw material of plastics such as acrylonitrile-butadiene-Styrene Monomer resin (ABS), which is a key intermediate raw material in the petrochemical industry.
- The relationship between upstream, mid-stream and downstream of Styrene Monomer industry
| Project | Upstream | Midstream | Downstream |
|---|---|---|---|
| Related Products | Benzene, Ethylene | Styrene Monomer | PS (Polystyrene), EPS (Expanded Polystyrene), ABS (Acrylonitrile-Butadiene- Styrene Monomer Resin), SBR (Styrene Monomer Butadiene Rubber) |
| Related Companies | CPC | T.M.S.C., GPPC, FCFC | Chi Mei, TTC, LCY GRIT, TSRC, and etc. |
- Development trend and competition of Styrene Monomer products
Currently, general-purpose plastics such as ABS and PS are widely used in home appliances, 3C products, furniture, and auto parts. Due to their excellent process ability, dimensional stability, and popular price, they are still the most widely used engineering plastics, so the demand for Styrene Monomer is also proportional to global economic growth (GDP).
According to information from the International Monetary Fund (IMF), the global economic growth rate last year (2024) was 3.2%, slightly lower than 3.3% in the previous year (2023). Global inflationary pressure has eased. Major central banks around the world, such as the United States and Europe, began a cycle of interest rate cuts last year to cope with economic slowdown and falling inflation. The economic growth rate was 4.8%, lower than 5.2% in the previous year. The world continues to face challenges such as a weak real estate market and deflation. In 2024, a total of 950,000 tons of new styrene monomer production capacity will be put into operation in China, and the total capacity will exceed 21 million tons, accounting for 47% of the global styrene monomer production capacity. The operating pressure of styrene monomer continues to rise, and its average operating rate is only 70%, a record low. New production capacity continues to be added to the main downstream products, such as ABS, PS and EPS, which are also at their peak. The Chinese market continues to develop towards self-sufficiency and gradually expand exports, which has brought considerable impact on the Company and its downstream customers. This structural problem of supply and demand imbalance makes it difficult for the styrene monomer industry to make profits. Last year, domestic demand was approximately 1.4 million MT, domestic production was 1.73 million MT, imports were 0.06 million MT, and exports were 0.33 million mo. The Company's SM production and sales last year were 292,539 tons and 296,840 tons respectively, a decrease of approximately 25% compared with the annual plan of 359,320 tons and 357,500 tons. The annual revenue also decreased by approximately 18.6% and 17% compared with the previous year. The relationship between the company and its customers has always been good. Last year, 100% of the styrene monomer sales volume was supplied to domestic contract customers and 0% was exported.
4.1.3 Technology and R&D Overview
For sustainable operations, the Company takes its own business as the core, continuously improves the process and quality, reduces energy consumption, waste and carbon, and removes bottlenecks in the production line; in order to pursue excellent and innovative products, it develops a variety of high-value application products to enhance the Company's competitiveness.
In 2023 and 2024, the Company relatively invested NT$ 0 thousand in research and NT$ 0 in development.
The Company's core business is styrene monomer. We continue not only de-bottlenecking of the production lines and increase the production efficiency, but process carbon reduction, the new product application and value-added improvement.
(1) The Company continues to develop materials applicable to electronic products and medical devices, extended the development of their applicable commercial fields, and has provided well-known domestic and international enterprises to conduct tests; the Company has already received positive responses.
(2) The Company aims to vertically integrate specialized chemical arterial which has obtained patents from numerous countries.
(3) The Company also cooperate with other companies in the development of commercialized professional coated machines of special chemical materials to commercialize and popularize by improving coating efficiency and quality.
(4) The Company converts heating system fuel and rotating equipment drive energy based on energy price differences, and searches for high-efficiency catalysts to achieve the best
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operating costs.
(5) Establish Plant Information Management System (PIMS) to integrate production data and combine it with AI technology to improve overall factory efficiency. Cooperate with the Linyuan Industrial Park's AI smart technology improvement plan promoted by the Industrial Development Agency of the Ministry of Economic Affairs to improve factory safety, production efficiency and competitiveness.
4.1.4 Long-Term and Short-Term Business Development Plans
1. Short-Term Plan
(1) Continuously improve or update the process and equipment, and optimize production capacity and intelligent efficiency, so as to reduce energy consumption and improve the efficiency of raw material use.
(2) Introduce heat integration, waste heat recovery and energy conversion to reduce greenhouse gas emissions. Implement voluntary greenhouse gas reduction plans to achieve designated reduction targets
(3) Continuous wastewater recycling and promotion of water conservation measures.
(4) Pay attention to market dynamics and price trends of raw materials and products, and adjust inventory as soon as possible to reduce inventory depreciation losses.
(5) Assist subsidiaries/affiliated companies to increase profits, continue to handle China asset disposals, and handle capital reduction/clearing and settlement operations for overseas companies to retrieve funds, and seek investment targets for innovation, profit or strategic cooperation.
(6) Promote process safety management system, strengthen safe operation of plant processes, avoid unexpected shutdown losses, and reduce the risk and hazards of chemical leakage through appropriate equipment inspection and maintenance.
(7) Cooperate with the Ministry of Economic Affairs' Industrial Development Agency to introduce the "Linyuan Industrial Park 2025 Smart Technology Introduction Plan" to strengthen factory safety, environmental protection, and fire emergency management capabilities and build a safe working environment.
2. Long-term plan
(1) Respond to energy policies, adjust energy cost structure, and reduce the impact of climate change impact risks.
(2) Deepen the vertical integration of upstream and downstream, develop downstream products, and reduce the impact of business cycle on products.
(3) Continuously optimize energy costs, enhance the added value of products, and create operational performance.
(4) Establish massive data collection and analysis technology to optimize equipment operation to improve process quality, improve equipment utilization, production efficiency and optimize industrial safety and environmental performance.
(5) In line with government policies, plans to install new natural gas boilers to replace coal-fired cogeneration plants and net zero emissions will be achieved by 2050.
4.2 Market and Sales Overview
4.2.1 Market Analysis
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Main product sales areas: Styrene Monomer is mainly sold domestically.
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Market share:
Competing peers of the Company's related products are: GPPC and FCFC.
Market share in Taiwan last year (2024): 20.8%
- The future supply and demand of the market and its growth potential
Looking ahead to this year (2025), the International Monetary Fund (IMF) estimates that global economic growth will be 3.3% this year. The global economy still faces challenges from multiple risk events, including geopolitical tensions and conflicts, adjustments to trade tariff policies between the United States and other countries, and weak Chinese consumer power, which still pose a threat to global economic growth this year.
The new styrene monomer production capacity reached 950,000 tons in China last year, and the new capacity is expected to be 1.2 million tons this year, an increase from last year. The downstream styrene monomer production capacity is expected to increase by about 3.24 million tons of ABS, about 1.68 million tons of PS, and about 1.5 million tons of EPS this year in China. The new capacity is expected to create a demand for styrene monomer of about 4.93 million tons, which should help improve the supply and demand balance in Northeast Asia's styrene monomer market. As China's self-sufficiency rate increases rapidly, the export of downstream products will increase, causing market competition and product clearance impacts on the Company's downstream customers, and will also have a knock-on impact on the Company's production and sales. The operating strategy of the Company this year is to continue to reduce expenditures, short-chain supply, and focus on domestic sales.
- Competitive niches, long-term opportunities, threats, and countermeasures
(1) Competitive niches
A. Continuously strive for improvements in production efficiency across all production lines to maintain competitive advantage.
B. In the regional economic environment, SM products and raw materials are mainly short-chain supplied, and reasonable inventory of raw materials and finished products are effectively controlled to avoid significant fluctuations in market prices that would impact the company's operating performance.
C. At the same time, the Company will continue to improve environmental protection and energy conservation to achieve sustainable management and operation of the Company and factories.
(2) Development advantages and disadvantages
A. Development favorable factors
(a) The company strives to reduce production costs in order to improve profitability: The renovation of the styrene monomer plant has been completed, which will help reduce production costs. We also replaced high-efficiency catalysts and continued to improve production operations to make our products more competitive.
(b) The SM production capacity this year in China is estimated to be only 1.2 million t/year, and the demand for new SM downstream production capacity is estimated to reach approximately 4.93 million t/year, which may be able to alleviate the oversupply in the SM market in Northeast Asia.
(c) Economic experts forecast that the U.S. Federal Reserve is expected to cut interest rates in the second half of this year, which is expected to support the economic recovery in the U.S.
B. Development Disadvantages
(a) The new US government will prioritize the implementation of policies such as imposing additional tariffs and restricting immigration, bringing uncertainty to the global economy.
(b) Geopolitical tensions such as the Russia-Ukraine war and the Israel-Kazakhstan conflict remain major global risks.
(c) The Regional Comprehensive Economic Partnership (RCEP) in Asia has been signed and entered into force. China, Japan and South Korea, which originally did not have a free
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trade agreement (FTA), also have tax reduction benefits for each other, which will bring greater competitive pressure to Taiwan's traditional industries such as plastics.
(d) Taiwan passed the "Climate Change Response Act" on January 10, 2023 and will begin to impose a carbon tax as soon as 2026, which will increase operating costs.
(e) Kaohsiung City's coal removal policy in 2025 will lead to an increase in the Company's operating costs.
(f) If all ECFA early harvest lists are terminated, Taiwan's exports of petrochemical products will be seriously affected.
C. Response to Such Factors
(a) It is planned to install new natural gas boilers to replace coal-fired cogeneration plants to comply with the government's net zero emissions policy and reduce carbon fee expenditures.
(b) Pursue continuous improvement in occupational safety, environmental protection, and enhance production efficiency to promote the overall integrated effects of energy saving and waste reduction.
(c) Enhance transportation scheduling capabilities to ensure smooth operation of the styrene monomer production line; adjust the integration level of upstream and downstream industries to mitigate the impact of anti-dumping measures and the influx of new production capacity from China.
4.2.2 Usage and manufacturing processes for the Company's main products
- The Company's main product, styrene monomer, is a key intermediate raw material in the petrochemical industry. Its downstream derivatives are various plastics such as: PS, ABS, SAN, SBR, EPS, etc. It is closely related to people's livelihood and has a wide range of uses.
- Para-Diethyl Benzene: It is used as a desorbent in the adsorption and separation process of para-xylene produced in the aroma factory. Its function is to desorb the para-xylene adsorbed in the molecular sieve. It has been adopted by famous process factories at domestic and abroad.
- Product process introduction:
(1) Styrene Monomer production process: It uses benzene and ethylene as raw materials to obtain styrene monomer through two processes of alkylation reaction and dehydrogenation reaction.
① Alkylation process: benzene + ethylene → ethylbenzene

② Dehydrogenation process: Ethylbenzene → Styrene Monomer

(2)PDEB process: PDEB is produced by highly selective disproportionation reaction of ethyl benzene.

4.2.3 Supply situation for the Company's major raw materials
- Benzene: mainly supplied by CPC Corporation and imported from abroad.
- Ethylene: mainly supplied by CPC Corporation.
4.2.4 Information on major suppliers and sales customers in the last two years
- Information on major suppliers in the last two years
Unit: NT$ Thousands
| 2023 | 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Project | Name | Amount | Ratio to net purchases for the whole year (%) | Relationship with the Issuer | Name | Amount | Ratio to net purchases for the whole year (%) | Relationship with the issuer |
| 1 | First | 5,876,916 | 62.75% | none | First | 7,561,857 | 70.25% | none |
| 2 | Second | 1,441,086 | 15.39% | none | Second | 1,227,232 | 11.40% | none |
| 3 | other | 2,047,680 | 21.86% | none | other | 1,974,718 | 18.35% | none |
| Net purchase | 9,365,682 | 100.00% | none | Net purchase | 10,763,807 | 100.00% | none |
Note 1: Explanation of the reasons for the increase or decrease of changes: changes in market prices and purchase quantities
Note 2: For business reasons, replace it with a code name
- Information on major sales customers in the last two years
Unit: NT$ Thousands
| 2023 | 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Project | Name | Amount | Ratio to net sales of the whole year [%] | Relationship with the issuer | Name | Amount | Ratio to net sales of the whole year [%] | Relationship with the issuer |
| 1 | A | 3,832,771 | 41.13% | none | A | 5,171,627 | 46.00% | none |
| 2 | B | 1,669,160 | 17.91% | none | B | 2,194,690 | 19.52% | none |
| 3 | other | 3,817,311 | 40.96% | none | other | 3,876,977 | 34.48% | none |
| Net sales | 9,319,242 | 100.00% | none | Net sales | 11,243,294 | 100.00% | none |
Note 1: Explanation of the reasons for the increase or decrease of changes: changes in market prices and purchase quantities
Note 2: For business reasons, replace it with a code name
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4.3 Human Resource
| Year | 2023 | 2024 | The current year ends on 2025.03.31 | |
|---|---|---|---|---|
| Number of employees | Staff | 81 | 77 | 76 |
| Staff | 110 | 116 | 114 | |
| Total | 191 | 193 | 190 | |
| Average age | 45.5 | 43.83 | 43.67 | |
| Average years of service | 14.75 | 12.25 | 12.00 | |
| Breakdown of Education Level (%) | Ph.D. | 0.52% | 1.04% | 1.05% |
| Master | 16.75% | 15.03% | 15.26% | |
| Bachelor | 70.69% | 79.53% | 72.64% | |
| Senior High School | 8.90% | 8.81% | 8.42% | |
| Below (and include) Middle School | 3.14% | 2.59% | 2.63% |
4.4 Disbursements for environmental protection
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: None.
4.5 Labor Relations
4.5.1 The Company's employee benefit plans, continuing education, training, retirement systems, and the status of their implementation, and the status of labor-management agreements and measures for preserving employees' rights and interests
- Employee welfare plans, continuing education, training, retirement systems and their implementation
A harmonious and good labor-management relationship is the driving force for the growth of the enterprise, and it also helps to enhance the corporate image. Therefore, in order to create a good working environment and improve the performance of employees, the Company strives for the stability of life and the development of talents of colleagues, so as to achieve the goal of combining personal growth and company development. In addition to strictly abiding by labor laws, the Company also has various welfare measures that are superior to the Labor Standards Act. Relevant welfare measures include employee dividends and share subscriptions, regular health inspections, etc., and arranges employee education and training funds to improve employees' various professional skill.
- Various employee rights protection measures
The Company began to implement labor retirement measures in 1986, and set up a labor retirement reserve supervision committee in accordance with the law to manage the retirement reserve. In 2018, in response to the revision of the Labor Standards Act, the Company also actively cooperated with the revision of work rules and related management measures to comply with legal requirements and create a win-win situation for labor and management.
- Retirement systems
(1) Withdrawal and management of pension
A. In accordance with the provisions of Article 56 of the Labor Standards Act ("Old System"), the
Company allocates labor retirement reserves on a monthly basis, establishes a special account to store them, and establishes a labor retirement reserve supervision committee to supervise them.
B. In accordance with the Regulations on Labor Pensions ("New System"), the Company shall pay 6% of the employees' monthly average wages (refer to the monthly wage grading table) in accordance with the law, and deposit them in the Labor Pension Individual Specialized Department established by the Bureau of Labor Insurance.
(2) Retirement conditions
A. voluntary retirement
(a) Those who have worked in the Company for more than 15 years and are at least 55 years old.
(b) Those who have worked in the Company for more than 25 years.
(c) Those who have worked in the Company for more than ten years and are at least 60 years old.
B. order retirement
(a) At least sixty-five years old.
(b) Those who are mentally or physically disabled and unable to perform their duties shall be subject to the disability of the first to sixth levels of labor insurance.
C. early retirement
Age plus seniority ≥ 60 and there are special reasons, including family or health factors, and approved.
D. Those who choose the new system of labor and retirement: workers must be at least 60 years old.
(3) Requirements for claiming pensions
A. If the Labor Pension Regulations (New System) applies, the employee shall apply to the Bureau of Labor Insurance for their pension, and the pension shall be calculated according to its regulations:
(a) Workers who have reached the age of 60 and have worked for less than 15 years shall apply for a one-time pension.
(b) Workers who have reached the age of 60 and have worked for more than 15 years should receive a monthly pension.
(c) Workers continue to work after receiving pensions, and their years of service are recalculated. The number of times a worker can receive this contribution pension and its benefits is limited to once a year.
B. For those who apply the provisions of the Labor Standards Act (the old system), the pension shall be paid in accordance with Article 55 of the Labor Standards Act, and the calculation method is as follows:
(a) According to their working experience, two bases will be given for each full year; however, if the working experience exceeds 15 years, one base will be given for every full year. The maximum total is limited to forty-five bases. Less than half a year will be counted as half a year, and more than half a year will be counted as one year.
(b) In accordance with the provisions of Paragraph 2 of Article 7, workers who are forced to retire and whose mental or physical disability is caused by the performance of their duties shall be subject to an additional 20% in accordance with the provisions of the preceding Article.
(c) The pension base refers to the average monthly salary (including meal allowances, transportation allowances, shift allowances, overtime pay, and non-vacation wages) earned during the six months prior to the effective date of retirement. The calculation method of the average wage shall be in accordance with the relevant provisions of the Labor Standards Act and the Enforcement Rules of the Labor Standards Act.
(4) Other
A. Although workers have reached the age of 65, those who are retained by the Company may continue to work.
B. The term of service years as mentioned in these Measures shall be calculated from the date of entering the Company's work, but the following years of service shall not be counted:
(a) If he resigns and interrupts his work, if he works for the Company again, his past working experience will not be counted.
(b) Seniority during the period of leave without pay shall not be counted.
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C. In the event of the death of a worker whose age and years of service conform to one of the conditions of voluntary retirement or ordered retirement in Article 4 of these Regulations, a pension shall be paid out.
4. Labor agreement situation
The Company established an industrial trade union in 1988 and signed a collective agreement, and in accordance with the Labor Standards Act, regular labor-management meetings are held.
5. Work environment and employee personal safety protection measures
The Company has been committed to industrial safety, environmental protection, energy saving and waste reduction and employee care for a long time. In addition to complying with relevant domestic regulations, it has passed ISO 45001 international occupational health and safety management system certification, CNS 45001 Taiwan occupational safety and health management system certification, and ISO 14001 international environmental management system certification.
In accordance with the Occupational Safety and Health Act, the Company provides pre-employment physical examinations and labor safety and health education and training when employees are hired. Regular health examinations and anomaly follow-up examinations are carried out for in-service employees every year. Implement health counseling and follow-up management. For those who engage in operations that are particularly harmful to health, implement specific items of health inspection and implement health management. At the same time, each unit implements internal and external education and training according to the nature of its work and arranges professional license training, such as organic solvent work, Courses on specific chemical operations, first aid personnel, hypoxia operations, Class A boiler operators and process operations.
For the environmental protection, safety and sanitation operation of the factory area, in addition to the inspection of various environments and facilities, and the measurement of the operating environment every six months, a complete audit procedure has been established. The internal management system audit of environmental safety and health is carried out every six months, and the relevant audit by the third-party verification unit is accepted every year. In addition, management review organizations at the Company and factory levels were established respectively. The general manager and the factory manager held management review meetings to conduct regular reviews of various environmental safety and health affairs, review the operation situation, set goals and directions, and implement continuous improvement and enhancement of environmental safety and health performance.
In order to effectively prevent the occurrence of occupational diseases and occupational disasters, in addition to formulating an occupational safety and health management plan in accordance with the provisions of the Occupational Safety and Health ACT, setting up occupational safety and health business supervisors and management personnel, carrying out work environment inspections every six months, and the industrial environment room according to the annual arrangement. On a fixed date, each unit will implement the automatic inspection method audit, and the staff of the industrial safety office will conduct regular inspections in each operating environment. In addition to the labor safety-related operation specifications, the relevant specifications of each management system and the material safety data sheet are published on the Company's internal website for employees to read, so that employees can have a deeper understanding of the concept of safety and hygiene and internalize them in their lives.
4.5.2 Losses due to labor disputes in the last two years and up to the date of publication of the annual report, and disclose the estimated amount and countermeasures that may occur at present and in the future
The Company's labor-management interaction is good, and it has been awarded the National Labor-Management Relationships Excellent Institution for many times. All labor-management issues can be smoothly resolved at the monthly labor-management meeting. Therefore, in the last two years and as of the publication date of the annual report, there have been no labor-management disputes or losses. The Company will continue to maintain a good interaction mechanism with labor and harmonious labor-management relations, and it is expected that there will be no labor disputes and losses in the future.
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4.6 Cyber Security Management
4.6.1 Describe the information security risk management framework, the information security policy, the specific management plan and the resources invested in the information security management, etc.:
- Information Security Risk Management Framework:
To strengthen the information security management of the company and ensure the security of data, systems, and networks, an Information Security Implementation Committee (as shown in the organizational chart) will be established. The committee will be responsible for planning and implementing the information security management system, holding regular review meetings to track improvement results, and reducing information security risks.

- Information Security Policy:
(1) All information security management regulations of the company must comply with relevant government regulations, such as the Personal Data Protection Act, Copyright Act, National Security Act, Electronic Signature Act, and other related standards.
(2) The Information Technology Department will be responsible for the establishment and promotion of the information security system.
(3) Information security education and training will be implemented to raise awareness of information security among personnel.
(4) Mechanisms for managing information hardware facilities and software will be established to coordinate the allocation and utilization of company-wide resources.
(5) Information security factors should be incorporated into the design of new information systems to prevent incidents that may compromise system security.
(6) Permissions for the use of information systems and network services will be regulated to prevent unauthorized access.
(7) Firewalls will be installed to prevent illegal intrusion, destruction, theft, or tampering of data.
(8) Anti-virus software will be installed and regular virus scanning will be conducted.
(9) Information security is the responsibility of everyone, and all employees must comply with information security policies, procedures, and operational requirements.
(10) Measures for protecting the information data center will be established, and relevant maintenance and upkeep will be conducted regularly.
(11) Internal audit plans for information security management system will be formulated and regular internal audits and management reviews will be conducted.
(12) Business continuity management plans and backup/restoration measures will be established to
ensure continuous operation of business.
(13) Evaluation and review of information security policies will be conducted periodically and on an ad hoc basis.
- Information security specific management plan:
(1) Specific scenarios:
A. Establishing company policies and procedures for information security management to regulate personnel's information security operations.
B. Implementing an information security management system to enforce protective measures for information security.
C. Providing information security education and training, as well as related awareness campaigns, to enhance personnel's awareness of information security.
(2) Measures:
A. External Threats
(a) Conducting vulnerability detection and updates for network security devices.
(b) Reviewing privileged account management for system access, identifying abnormal records, and confirming alert mechanisms.
(c) Monitoring virus protection and updating status of application software.
B. Authorization Management
(a) Implementing controls for personnel account authorization.
(b) Implementing controls for system operation behaviors.
C. Access Control
(a) Implementing controls for internal/external access measures.
D. System Availability
(a) Enhancing the reliability of hardware equipment and software systems.
(b) Monitoring network status.
(c) Establishing emergency response and notification mechanisms for system service interruptions.
i. Information security protection and backup measures.
ii. Information recovery.
- Information security management implementation:
(1) The company has established and declared an information security supervisor and two coordinators in September 2023.
(2) In 2024 and as of the printing date of the annual report, a total of six information security education and training sessions were held for all employees, with a total number of participants of 178 and a total of 178 training hours. Moreover, it is planned to conduct social engineering drills under unpredictable circumstances.
(3) In 2024 and as of the printing date of the annual report, 4 information security personnel received certified information security professional training for a total of 83.5 hours.
4.6.2 List the losses, possible impacts and countermeasures caused by major information security incidents in the most recent year and up to the date of publication of the annual report. If it cannot be reasonably estimated, the facts that cannot be reasonably estimated shall be stated: None.
4.7 Important Contracts
Except for general commercial transactions, the Company does not currently have any significant contracts.
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05 Financial Status, Operating Results, and Risk Management
5.1 Financial Status
Unit: NT$ Thousands
| Project | 2023 | 2024 | Difference | |
|---|---|---|---|---|
| Amount | % | |||
| Current assets | 2,686,434 | 2,477,115 | (209,319) | (7.79) |
| Property, Plant and Equipment | 3,480,076 | 3,212,795 | (267,281) | (7.68) |
| Intangible assets | 5,396 | 3,731 | (1,665) | (30.86) |
| Other assets | 3,591,298 | 4,326,465 | 735,167 | 20.47 |
| Total assets | 9,763,204 | 10,020,106 | 256,902 | 2.63 |
| Current liabilities | 2,295,884 | 2,238,344 | (57,540) | (2.51) |
| Non-current liabilities | 284,247 | 263,760 | (20,487) | (7.21) |
| Total liabilities | 2,580,131 | 2,502,104 | (78,027) | (3.02) |
| Share capital | 5,278,698 | 5,278,698 | - | - |
| Capital surplus | 75,728 | 129,663 | 53,935 | 71.22 |
| Retained earnings | 817,937 | 692,970 | (124,967) | (15.28) |
| Other equity | 755,122 | 1,290,470 | 535,348 | 70.90 |
| Treasury shares | - | - | - | - |
| Non-controlling interests | 255,588 | 126,201 | (129,387) | (50.62) |
| Total equity | 7,183,073 | 7,518,002 | 334,929 | 4.66 |
The main reasons for the significant changes in assets, liabilities and shareholders' equity for the last two years:
The main reasons for the increase or decrease ratio of more than 20% and 1% of the total assets:
- Other assets - Due to the increase in the value of financial assets measured at fair value through other comprehensive gains and losses and investments using the equity method in the current period, other assets increased.
- Other equity - Due to other comprehensive (profit) and losses in the current period (i.e. (1) unrealized evaluation gains and losses on equity instrument investments measured at fair value through other comprehensive gains and losses and (2) associated enterprises and joint ventures recognized using the equity method. The share of other comprehensive profits and losses (items not reclassified to profit or loss) increased, resulting in an increase in other equity.
- Non-controlling interests - The non-controlling interest decreased due to the acquisition of Kun Shan International Ltd., which increased from 62.03% to 100%.
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5.2 Financial Status
5.1.1 The main reasons for the significant changes in operating income (loss), net operating profit and net profit before tax for the last two years
Unit: NT$ Thousands
| Item | 2023 | 2024 | Difference | |
|---|---|---|---|---|
| Amount | % | |||
| Operating revenue | 9,541,182 | 11,422,940 | 1,881,758 | 19.72 |
| Operating costs | 9,952,545 | 11,771,760 | 1,819,215 | 18.28 |
| Gross profit | (411,363) | (348,820) | 62,543 | 15.20 |
| Operating expenses | 199,149 | 203,499 | 4,350 | 2.18 |
| Operating income (loss) | (610,512) | (552,319) | 58,193 | 9.53 |
| Non-operating income and expenses | 27,451 | 69,839 | 42,388 | 154.41 |
| Income (loss) before tax | (583,061) | (482,480) | 100,581 | 17.25 |
| Income tax expense (benefit) | (122,402) | (98,873) | (23,529) | (19.22) |
| Net income (loss) | (460,659) | (383,607) | 77,052 | 16.73 |
| Other comprehensive income (loss) for the year (net of income tax) | 1,018,137 | 799,723 | (218,414) | (21.45) |
| Total comprehensive income (loss) for the year | 557,478 | 416,116 | (141,362) | (25.36) |
Analysis and explanation of the main reasons for major changes:
- Gross operating loss, operating loss, net loss before tax and net loss for the current period will decrease in 2024 compared to 2023, mainly due to higher annual repair costs in 2023, Gain from recovery in value of inventories in 2024, and increased Gains on financial assets (liabilities) at fair value through profit or loss compared to 2023.
- The decrease in net other comprehensive (profit) losses is mainly due to the recognition of (1) unrealized evaluation gains and losses on equity instrument investments measured at fair value through other comprehensive gains and losses and (2) associated enterprises and joint ventures recognized using the equity method Share of other comprehensive profits and losses - caused by items not reclassified to profit or loss.
5.2.2 Expected sales volume and its basis
Please refer to "1 Report to Shareholders."
5.2.3 The potential impact on the Company's future financial operations and response actions
No significant effect.
5.3 Cash Flow
5.3.1 Cash flow analysis for the current year
Unit: NT$ Thousands
| Project | 2023 | 2024 | Difference | |
|---|---|---|---|---|
| Amount | % | |||
| Operating activities | (274,134) | (275,319) | (1,185) | (0.43) |
| Investing activities | (68,566) | 52,481 | 121,047 | 176.54 |
| Financing activities | 182,382 | 93,174 | (89,208) | (48.91) |
| Effect of exchange rate | (737) | 23,327 | 24,064 | 3265.13 |
| Net increase (decrease) in cash and cash equivalents | (161,055) | (106,337) | 54,718 | 33.97 |
- Analysis of cash flow:
(1) Operating activities: The increase in net cash outflow was mainly due to the increase in the purchase of raw materials at the end of 2024 compared with the same period last year.
(2) Investing activities: The increase in net cash inflow was mainly due to the increase in the disposal of Investments accounted for using equity method, and dividends received in 2024 compared with the same period last year.
(3) Financing activities: The decrease in net cash inflow was mainly due to the decrease in the amount of short-term borrowings in 2024 after deducting repayments compared with the previous period.
- Improvement plan for illiquidity: There is no cash illiquidity situation.
- Cash flow analysis for the coming year:
Unit: NT$ Thousands
| Beginning cash balance① | Estimated net cash flow from operating activities② | Net cash outflow from investing and financing activities③ | Estimated cash surplus (deficit) ①+②-③ | Leverage of cash surplus (deficit) | |
|---|---|---|---|---|---|
| Investment plans | Financing plans | ||||
| 497,755 | (303,120) | 363,008 | 557,643 | - | - |
| Analysis of cash flow: 1. Operating activities: It is expected that operating profits in the first half of 2025 have not yet stabilized, causing cash outflows from operating activities. 2. Investing activities: It is mainly capital expenditure incurred to meet production needs. 3. Financing Activities: It is expected to be used to repay bank loans. |
5.4 Major Capital Expenditure Items: None.
5.5 Investment Policy for the Most Recent Fiscal Year, and the Main Causes for Profits or Losses, Improvement Plans and the Investment Plans for the Coming Year
The most recent annual reinvestment policy is to eliminate the weak and retain the strong, retain reinvestment companies with sound physique and good performance, and deal with non-core investment projects in a timely manner. The profit or loss of reinvestment depends on the prosperity and decline of the industry where the investment target is located, the domestic economic situation and business strategy. A reinvested enterprise that has made a loss in non-industry investment can turn a loss into a profit.
5.6 Risk Management
5.6.1 The impact of interest rate, exchange rate changes and inflation on the Company's profit and loss and future countermeasures
1. In terms of interest rates:
In response to possible changes in interest rates, the Company will adjust the allocation of long-term and short-term loans and negotiate with financial institutions for better interest rates. In the future, we will continue to monitor trends in interest rates and adjust the position of our long-term and short-term loans in a timely manner to reduce the impact of those interest rate changes.
2. Exchange rate:
The Company's product prices and raw material purchase prices are all denominated in US dollars, and will closely monitor exchange rate changes to reduce the impact of exchange rate fluctuations on the Company's profit and loss.
3. Inflation:
According to the statistics of the General Accounting Office of the Executive Yuan, the consumer price index (CPI) in 2023 increased by an average of $2.49\%$ compared with 2022. In the future, in response to inflation, the Company will continue to focus on reducing production and sales costs, and pay close attention to supply, demand and prices of raw materials and materials, and flexibly adjust inventory to reduce the impact of price fluctuations on the Company's operations.
5.6.2 Policies, main reasons for profit or loss and future countermeasures for engaging in high-risk, high-leverage investments, lending funds to others, endorsement guarantees and derivatives trading
- The Company is not currently engaged in high-risk, high-leverage investments, capital lending to others, and endorsement guarantees.
- The trading of derivatives is handled in accordance with the Guidelines for Derivatives Trading, in the aim to mitigate foreign exchange risks. In addition, the Company will closely monitor market changes, with conservative trading strategies for derivatives.
5.6.3 Future R&D plans and estimated R&D expenses
For the research and development plan, please refer to the description of the business content in “04 Operational Highlight” of this annual report, and the plans are all implemented on schedule.
5.6.4 The impact of important domestic and foreign policies and legal changes on the Company’s financial business and countermeasures
In 2024, there were no changes in policies and laws that had a significant impact on The Company’s financial business.
5.6.5 The impact of technological changes and industrial changes on the Company’s financial business and countermeasures
Although the Company is in a mature industry, there is no revolutionary technology to produce alternative products, but the Company will still take proactive actions to improve the process to improve process efficiency, develop new production technology for related products, enhance the added value of products, and strengthen the Company’s competitiveness.
5.6.6 Influence of corporate image change on corporate crisis management and countermeasures
The Company adopts a prudent and conservative business strategy, fulfills its responsibilities for work safety and environmental protection, and establishes a pragmatic corporate image of the Company. At present, there is no change in the corporate image. The Company continues to strengthen the management team’s awareness of crisis management, and develops preventive measures in advance to avoid the occurrence of crises.
5.6.7 Expected benefits and possible risks of mergers and acquisitions and countermeasures
The Company currently has no ongoing merger and acquisition operations.
5.6.8 Expected benefits and possible risks of plant expansion and countermeasures
The Company currently has no plant expansion going on.
5.6.9 Risks and countermeasures for purchase or sales concentration
Incoming goods:
The main supplier of the Company’s raw materials is CNPC, Taiwan. Occasionally or when the supply is reduced, it can be purchased from the international market immediately to supplement it, and the raw materials required for production should be fully supplied.
In terms of sales:
The Company’s sales customers remained stable, and the Company strengthened its customer service to stabilize the domestic sales market.
5.6.10 Directors, supervisors or major shareholders holding more than 10% of the shares, the impact and risks of large-scale transfer or replacement of shares on the Company and countermeasures
In 2024, the directors, supervisors or major shareholders holding more than 10% of the Company’s shares did not transfer or replace a large number of shares.
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5.6.11 The impact and risks of the change of management rights on the Company and countermeasures
The management rights of the Company in 2024 were stable up to the date of publication of the annual report, and there is no fear of change.
5.6.12 For litigation or non-litigation events, the Company and its directors, supervisors, general managers, substantive persons in charge, major shareholders with a shareholding ratio of more than 10%, and affiliated companies have been determined by judgment or are still in the process of being affiliated. If the outcome of a major lawsuit, non-litigation or administrative dispute may have a significant impact on shareholders' rights and interests or securities prices, the facts at issue, the amount of the subject matter, the start date of the lawsuit, the main parties involved, and the date of publication of the annual report shall be disclosed. Handling the situation
The Company currently has no major litigation, non-litigation or administrative disputes.
5.6.13 Other important risks and countermeasures
- To ensure information security and its management mechanism, the company follows the "Information Security Control Guidelines for Listed and OTC Companies" issued by the Taiwan Stock Exchange, establishes relevant management methods and processing standards for compliance and use, and builds layered control and protection mechanisms in terms of management, personnel, and protection. This is to effectively control enterprise information system risks and maintain continuous operation. The details are as follows:
(1) Establish information security policies and promote organizations.
(2) Personnel resource security.
(3) Media disposal.
(4) Access control.
(5) Physical and environmental security.
(6) Information security incident notification and response.
(7) Regular internal and external information security audits and reporting to management on the implementation of information security.
(8) Conduct annual information security education and training for employees to strengthen their awareness of information security risks. Information security supervisors and personnel receive professional information security courses.
(9) Implement protective measures such as antivirus software, network firewalls, email filtering mechanisms, and active threat defense (IPS).
- As hackers' attack techniques continue to evolve and their methods constantly change, it is impossible to completely eliminate the occurrence of network attacks. However, the company has already possessed considerable information security protection measures and education training to reduce the impact of network threat attacks.
5.7 Other Important Matters: None.
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06 Special Disclosure
6.1 Information of the Company's Affiliates
The Company has fully disclosed the information on the Market Observation Post System (MOPS) in accordance with the regulations of the competent authority, including relationship enterprise organization chart, basic information of affiliated companies, Information on the same shareholders for those who are presumed to have control and affiliation, Information on directors, supervisors and general managers of related companies, Industries covered by the business of the overall affiliated company, operational status of each affiliated company and consolidated financial statements of related businesses. The query method is as follows:
(1) MOPS http://mops.twse.com.tw > Basic information > E-book > The three reporting forms for affiliated enterprises area, Financial statements.
(2) Website of the Company https://www.smct.com.tw > Investor area > Financial information > Financial statements.
6.2 Private Equity Securities:
The Company's 1st Special Shareholders' Meeting on March 15, 2024 authorized the Board of Directors to issue ordinary shares through a cash capital increase in the form of private placement, subject to market conditions and the Company's operational needs, within a limit of no more than 50,000 thousand common shares. According to the provisions of Article 43-6 of the Securities and Exchange Act, it will be handled once (or no more than three times) within one year from the date of resolution of the Special Shareholders' Meeting. As of the processing deadline, the Company has not submitted any application to the competent authority. Due to the expiration of the processing period stipulated in the law, the Company's Board of Directors passed a resolution on March 12, 2025 that it will not be processed within the expiration date.
The Company has fully disclosed the information on the Market Observation Post System (MOPS) in accordance with the regulations of the competent authority and immediately release material information. The query method is as follows:
(1) MOPS http://mops.twse.com.tw > Investment area > Private placement area > Private placement information.
(2) MOPS http://mops.twse.com.tw > Material information > Advanced search.