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UNIFLEX — Annual Report 2024
May 29, 2025
52315_rns_2025-05-29_5f5af49a-347c-4d54-9337-37b1e83baf36.pdf
Annual Report
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Stock Code: 3321
UNIFLEX TECHNOLOGY INC.
Annual Report 2024
The Annual Report can be found in the website: Information Disclosure Website : https://mops.twse.com.tw Webpage where the Company Discloses Annual Report Information: https://www.uniflex.com.tw
March 24, 2025
1. Company Spokesperson and Acting Spokesperson
Spokesperson Name: Richard Tseng Title: General Manager Tel.: (03) 215-0198 Email: [email protected] Acting Spokesperson Name: Wen-Cheng Tsai Title: Accounting Director Tel.: (04) 2681-7070 Email: [email protected]
- Head office, Branch office, Factory, Address and
Unit Address Taoyuan Head Office No. 38, Xingbang Rd., Taoyuan Dist., Taoyuan City, Taiwan
Telephone
(03) 215-0198
Uniflex Technology Inc. Taichung Chingnian No.123, Qingnian Rd., Dajia Dist., Taichung City, Taiwan[(04) ] Plant 2681-7070 Taichung Donger No.28, E. 2nd St., Dajia Dist., Taichung City, Taiwan (04) Plant 2681-7090 Taichung Yuchi Plant No. 33, Gong 2nd Rd., Dajia Dist., Taichung City, Taiwan[(04) ] 2681-0070 Uniflex Technology No.77, Huayang West Road., Yangzhou City, Jiangsu +86-514( Jiangsu) Ltd. Province, China 8796-0000
- Stock Transfer Agency
Name: Horizon Securities Co., Ltd. Address: 3F., No. 236, Sec. 4, Hsin-I Rd., Taipei, Taiwan Website: www.honsec.com.tw Contact No.: (02)2326-8818
- CPAs and firm in charge of financial statements for the last year
Name of CPAs: Hsiao-Zi Zhou and Kuan-Hung Lin Name of Firm: PwC Taiwan Address: 27F, No. 333, Section 1, Keelung Road, Taipei City, Taiwan Website: www.pwc.tw Tel.: (02) 2729-6666
-
Name of the overseas securities listing exchange and the way to inquire about the overseas securities information:None
-
Company website: https://www.uniflex.com.tw
Contents
| I. | Letter | to Shareholders ................................................................................................................. 1 |
|---|---|---|
| II. | Corporate Governance Report .................................................................................................... 4 | |
| 1. | Information on the Director, General Manager, Deputy General Manager, | |
| Assistant Manager, and Supervisors of Divisions and Branch Units .............................. 4 | ||
| 2. | Implementation of corporate governance ..................................................................... 18 | |
| 3. | Information on CPA professional fees .......................................................................... 47 | |
| 4. | Information of CPA Change: ......................................................................................... 47 | |
| 5. | Chairman, general manager, manager in charge of finance or accounting of the | |
| company (those worked for the firm of the CPA or its affiliated enterprises in the | ||
| most recent year shall be disclosed for their names, titles and the periods during | ||
| which they worked for the firm of CPA or its affiliates). .............................................. 48 | ||
| 6. | Any transfer of equity interests and/or pledge of or change in equity interests (in | |
| the last year and in the current year as of the date of publication of the annual | ||
| report) by a director, managerial officer, or shareholder with a stake of more than | ||
| 10%: .............................................................................................................................. 48 | ||
| 7. | Top ten shareholders and their relatives with each other as related parties or their | |
| spouses and second-degree relatives ............................................................................. 49 | ||
| 8. | Total number of shares and total equity stake held in any single enterprise by the | |
| company, its directors, managerial officers, and any companies controlled directly | ||
| or indirectly by the company ........................................................................................ 49 | ||
| III. | Fundraising Status ..................................................................................................................... 51 | |
| 1. | Capital and shares ......................................................................................................... 51 | |
| 2. | Handling of corporate bonds (including overseas corporate bonds). ............................ 53 | |
| 3. | Preferred Shares. ........................................................................................................... 53 | |
| 4. | Global Depository Receipts. ......................................................................................... 53 | |
| 5. | Employee Stock Warrants and Restrictions on Employee Rights. ............................... 53 | |
| 6. | Issuance of New Shares in Connection with Mergers or Acquisitions or with | |
| Acquisitions of Shares of Other Companies. ................................................................ 53 | ||
| 7. | Implementation of Capital Allocation Plans. ................................................................ 53 | |
| IV. | Operation Overview .................................................................................................................. 54 | |
| 1. | Business activities ......................................................................................................... 54 | |
| 2. | Analysis of market and production and marketing situation ........................................ 68 | |
| 3. | Number of employees, average years of service, average age and education | |
| background distribution of employees in the last two years and in the current year | ||
| as of the date of publication of the annual report .......................................................... 76 | ||
| 4. | Disbursements for environmental protection ................................................................ 76 | |
| 5. | Labor relations.............................................................................................................. 76 | |
| 6. | Cyber Security Management:........................................................................................ 78 | |
| 7. | Important contracts ....................................................................................................... 79 | |
| V. | Review and analysis of financial position and financial performance, and listing of risks | |
| 1. | Financial position .......................................................................................................... 80 | |
| 2. | Financial performance ................................................................................................... 81 | |
| 3. | Cash flows ..................................................................................................................... 82 | |
| 4. | Effect on financial operations of any major capital expenditures in the last year......... 82 | |
| 5. | Reinvestment policy in the last year, main reasons for profits/losses generated |
| thereby, plan for improving reinvestment profitability, and investment plans for | ||
|---|---|---|
| the coming year ............................................................................................................. 83 | ||
| 6. | Analysis and assessment on risks.................................................................................. 83 | |
| 7. | Other important matters ................................................................................................ 87 | |
| VI. | Special | Disclosure ..................................................................................................................... 88 |
| 1. | Information on Affiliates: .............................................................................................. 88 | |
| 2. | Private placement of securities in the last year and in the current year as of the | |
| date of publication of the annual report. ....................................................................... 88 | ||
| 3. | Other supplementary information. ................................................................................ 88 | |
| 4. | Situations listed in Subparagraph 2, Paragraph 2, Article 36 of the securities and | |
| exchange act, which might materially affect shareholders' equity or the price of the | ||
| securities, occurring in the last year and in the current year as of the date of | ||
| publication of the annual report . .................................................................................. 88 |
I. Letter to Shareholders
Ladies and Gentlemen,
Thank you to all the shareholders for taking the time to participate in Annual Shareholders' Meeting of Uniflex Technology Inc. for year 2025. Here is a summary of our company's operating results and future operating plans for 2024:
1. Operating performance for 2024
- (1) Business Plan Implementation Results
The company's net sales revenue for 2024 was NT$1,966,140 thousand, an increase of NT$424,928 thousand from the net sales revenue of NT$1,541,212 thousand in the same period last year. The profit on sales was NT$44,909 thousand, an increase of NT$57,607 thousand from the gross loss on sales of NT$12,698 thousand in the same period last year. The net loss after tax was NT$208,482 thousand, a decrease of NT$62,503 thousand from the net loss after tax of NT$270,985 thousand in the same period last year. The net loss per share after tax for 2024 was NT$2.15.
- (2) Budget execution
The company has not released any financial forecasts, so this is not applicable.
- (3) Financial Revenue and Profitability Analysis
| Analysis Item | 2023 | 2024 | |
|---|---|---|---|
| Financial revenues and expenditures Financial income (NT$thousand) |
Financial Income(NT$ thousands) | 1,541,212 | 1,966,140 |
| Financial expenditures (NT$ thousand) |
1,825,757 | 2,200,096 | |
| Profitability | Return on total assets(%) | (13.50) | (10.22) |
| Return on shareholders' equity (%) | (43.52) | (37.30) | |
| Operating income as a percentage ofpaid-in capital(%) |
(29.29) | (24.08) | |
| Net income before tax as a percentage ofpaid-in capital(%) |
(27.06) | (20.87) | |
| Profit margin(%) | (17.58) | (10.60) | |
| Earningsper share(NT$) | (4.01) | (2.15) |
- (4) Research and Development, R&D
The company has been committed to strengthening the R&D and manufacturing technology capabilities of high value-added products, continuing to understand the future demands of customers and market application trends; the R&D will continue to enhance the
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development of new products, new materials, new processes and equipment evaluation, to produce products in line with customer specifications with the most competitive production costs, to meet customer demands, and to create better profits for the company.
The company's R&D team actively collaborates with industry, government, and academia. The company's competitiveness is sustained through continuous innovation and research and development. In the future, our company will continue to conduct research and development on forward-looking technologies and innovative applications, as well as implement product design, mass production research, and systematic management. This aims to improve product quality while effectively reducing production costs, so as to meet the demands and expectations of our customers. Grasp new trends and technological development trends, and study various processes and new product solutions to provide customers with technical advices and development.
2. Summary of Annual Business Plan 2024
(1) Operating Policy
-
Precision: Specializing in meeting customer needs, accelerating processes, eliminating waste, improving quality, and making continuous improvements.
-
Tenacity: Clearly defined goals, mission to be achieved.
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Agility: Fully empowered, making prompt decisions, acting quickly and effectively, constantly seeking novelty and progress.
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(2) Important Production and Marketing Policies
Maintain existing product types such as laptops, e-books, etc., continue to deploy automotive products, and strive for mass production of electric vehicle projects. At the same time, develop domestic and international brand customers and optimize services for existing customers. Establish diversified marketing channels, disperse market risks, and improve the company's profitability.
3. The impact of future company development strategies, external competitive environment, regulatory environment, and overall operating environment
In the future, the company will continue to enhance its ability to develop new products and research and development technologies to provide customers with the best quality products. In the face of rapid changes in the external competitive environment, the regulatory environment and the overall operating environment, the Company will optimize the process to improve and motivate employees, improve product quality, gain customer trust and to strengthen the financial structure, implement sound operating strategies, train professional managers, improve corporate governance, maximize the resilience and enhance the international competitiveness; and I and all employees of the Company must do our best to effectively reduce costs and create higher profits for the Company, and to bear the expectations and support of all shareholders.
2
Wishing all shareholders
Good health and success in all endeavors
Chairman Tzyy-Jang Tseng
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II. Corporate Governance Report
1. Information on the Director, General Manager, Deputy General Manager, Assistant Manager, and Supervisors of Divisions and Branch Units
(1) Directors Information
1. Information on Directors
Unit: Shares March 24, 2025
| Title | Nationality or Place of Registration |
Name | Gender & Age |
Date Electe d |
Term (Years) |
Date First Elected |
Shareholding when Elected |
Shareholding when Elected |
Current Shareholding | Current Shareholding | Spouse & Minor Shareholding |
Spouse & Minor Shareholding |
Shareholding by Nominee Arrangement |
Shareholding by Nominee Arrangement |
Professional Qualifications and Experience |
Positions held concurrently in the Company and other Companies |
Managers, Directors or Supervisors who are Spouses or Within the Second Degree of Kinship |
Managers, Directors or Supervisors who are Spouses or Within the Second Degree of Kinship |
Managers, Directors or Supervisors who are Spouses or Within the Second Degree of Kinship |
Remarks | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Shareholding % |
Shares | Shareholdin g% |
Shares | Shareholdin g% |
Shares | Shareholding % |
Title | Name | Relation | |||||||||||
| Director | R.O.C. | Hsin Yang Investment Corp. |
- | 2024/6 /27 |
3 years | 2010/6/30 | 10,885,165 | 11.20 | 10,885,165 | 11.20 | - | - | - | - | N/A. | N/A. | None | None | None | - | |
| Chairman | R.O.C. | Representative of Hsin Yang Investment Corp. (Hsin Yang): Tzyy- JangTseng |
Male 71-80 |
2024/6 /27 |
3 years | 2013/6/28 | - | - | - | - | 26,584 | 0.03 | - | - | Institute of Physics, Tsinghua University Senior Vice President of United Microelectronics Corp |
Note 1 | None | None | None | - | |
| Director | R.O.C. | Representative of Hsin Yang Investment Corp. (Hsin Yang): Vincent Chung |
Male 51-60 |
2024/6 /27 |
3 years | 2024/6/27 | - | - |
- |
- |
- |
- |
- |
- |
Department ofEconomics, Tamkang University Senior Vice President of Subtron Technology Co., Ltd. |
Note 2 | None | None | None | - | |
| Director | R.O.C. | Representative of Hsin Yang Investment Corp. (Hsin Yang): Jerry Kuo |
Male 61-70 |
2024/6 /27 |
3 years | 2021/8/20 | - | - |
- |
- |
- |
- |
- |
- |
Department of Chemical Engineering, Tamkang University Vice President of Compeq Manufacturing Co., Ltd. |
Note 3 | None | None | None | - | |
| Director | R.O.C. | Richard Tseng | Male 51-60 |
2024/6 /27 |
3 years | 2021/8/20 | 774,178 | 0.80 |
392,178 |
0.40 |
- |
- |
- |
- |
Department of Business Administration, Tamkang University |
General Manager of Uniflex Technology Inc. Representative and General Manager of Uniflex Technology (Jiangsu) Limited Director of Uniflex Group Limited |
None | None | None | - | |
| Independent Director |
R.O.C. | Sung-San Lee | Male 51-60 |
2024/6 /27 |
3 years | 2015/5/29 | - | - |
- |
- |
- |
- |
- |
- |
Institute of Finance, National Chung Cheng University Associate Finance Officer of King Yuan Electronics Corp. |
Deputy General Manager of Materials Analysis Technology Inc. |
None | None | None | - |
4
| Title | Nationality or Place of Registration |
Name | Gender & Age |
Date Electe d |
Term (Years) |
Date First Elected |
Shareholding when Elected |
Shareholding when Elected |
Current Shareholding | Current Shareholding | Spouse & Minor Shareholding |
Spouse & Minor Shareholding |
Shareholding by Nominee Arrangement |
Shareholding by Nominee Arrangement |
Professional Qualifications and Experience |
Positions held concurrently in the Company and other Companies |
Managers, Directors or Supervisors who are Spouses or Within the Second Degree of Kinship |
Managers, Directors or Supervisors who are Spouses or Within the Second Degree of Kinship |
Managers, Directors or Supervisors who are Spouses or Within the Second Degree of Kinship |
Remarks | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Shareholding % |
Shares | Shareholdin g% |
Shares | Shareholdin g% |
Shares | Shareholding % |
Title | Name | Relation | |||||||||||
| Independent Director |
R.O.C. | Wen-Ju Tseng | Female 51-60 |
2024/6 /27 |
3 years | 2024/6/27 | - | - |
- |
- |
- |
- |
- |
- |
Master’s degree from the College of Management, National Yang Ming Chiao Tung University Associate Finance Officer of FaradayTechnologyCorp. |
Note 4 | None | None | None | - | |
| Independent Director |
R.O.C. | Shu-Ju Chang | Female 51-60 |
2024/6 /27 |
3 years | 2024/6/27 | - | - |
- |
- |
- |
- |
- |
- |
Department of Industrial Management, Chung Hua University Associate Finance Officer of Crystalwise TechnologyInc. |
None | None | None | None | - |
-
Note 1: Chairman of UNIMICRON TECHNOLOGY CORP., Chairman of Asia Pacific Microsystems Inc. Chairman of APM Communication Inc., Chairman of BEST OPTION INVESTMENTS LIMITED, Chairman of PLATO ELECTRONICS (CAYMAN) LIMITED, Chairman of SMART IDEA HOLDINGS LIMITED, Chairman of UNIMICRON (KS) TRADING LTD, Director of Unimicron-Carrier Technology (Kunshan) Inc., Director of Unimicron Electronics (Kunshan) Corp., Director of Unimicron Technology (Kunshan) Corp., Director of Unimicron-FPC Technology (Kunshan) Inc., Director of UniFresh Inc., Director of Unicuisine Global Foods Corp., Director of Unimicron Technology (Huangshi) Corp., Director of Unimicron-Carrier Technology (Huangshi) Inc., Director of Unimicron Technology (Suzhou) Corp., Director of Suzhou AMC Technology Co., Ltd., Director of HEMINGWAY INT'L LIMITED, Director of Pavida Trading Limited, Director of UMTC HOLDINGS LIMITED, Director of UniBest Holding Limited, Director of Uniflex Investment Limited, Director of UniGreat Holding Limited, Director of UNIMICRON (SZ) TRADING LTD, Director of UNIMICRON (THAILAND) CO., LTD., Director of UNIMICRON HOLDING LIMITED, Director of Unimicron JAPAN Co., Ltd., Director of UniRuwel Holding Limited, Director of UniSmart Holding Limited, Director of UniWonderful Holding Limited,
-
Note 2: Vice President of UNIMICRON TECHNOLOGY CORP., Director of Asia Pacific Microsystems Inc., Director of Unimicron Electronic Testing (Kunshan) Corp., Director of Gobo Lighting Technology Ltd., Director of Qunjing Investment Co.; Ltd., Director of Uniflex Technology (Jiangsu) Limited, Director of Advanced Numicro System Inc., Supervisor of Maruwa Corporation, Director of SMART ALLIANCE LIMITED, Director of SMART IDEA HOLDINGS LIMITED, Director of Umimax C.P.I. Technology Corp., Supervisor of Harmony Investment Co.; Ltd., General Manager of Suzhou Qunye Enterprise Management Co.; Ltd.
-
Note 3: Chief Quality Officer of UNIMICRON TECHNOLOGY CORP., Director of Unimicron Management (Kunshan) Co., Ltd., Director of Unimicron Electronics (Kunshan) Corp., Director of Unimicron Electronic Testing (Kunshan) Corp., Chairman of Unimicron-FPC Technology (Kunshan) Inc., Director of Huangshi Xinli Enterprise Management Co., Ltd., Director of Qunjing Investment Co., Ltd., Director of BEST OPTION INVESTMENTS LIMITED, Director of NEOCONIX, INC., Supervisor of Unimicron Germany GmbH.
-
Note 4: Director &Vice President of Faraday Technology Corporation, Chairman of Faraday Technology (Mauritius) Corp., Chairman of Faraday Technology (Samoa) Corp., Chairman of Bright Capital Group Limited (BCGL), Chairman of Faraday Technology Corp.( B.V.I.), Director of Artery Technology Corporation, Director of Artery Technology Corporation, Ltd. (Chongqing), Director of Artery Technology Company, Director of ShiehYung Investment Corporation, Director of Sinble Technology Pte. Ltd., Supervisor of Faraday Technology China Corporation, Supervisor of Faraday Technology Corporation (Suzhou), Supervisor of United Business Service Corporation (Chongqing), Supervisor of Innopower Technology Corporation (Chongqing), Supervisor of United Creative Solution Corporation (Shanghai), Supervisor of Grain Media Inc., Supervisor of Faraday Technology Japan Corp.
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2. Major shareholders of institutional shareholder
| March 24,2025 | March 24,2025 |
|---|---|
| Name of Institutional Shareholder |
Major shareholders of institutional shareholder |
| Hsin Yang Investment Corp. Date of Shareholding: 2024/9/6 |
Unimicron Technology Corp. 100.00% |
3. Major shareholder of institutional shareholders as their corporate entity:
| March 24,2025 | March 24,2025 |
|---|---|
| Name of Corporate Entity | Major shareholders of corporate entity |
| Unimicron Technology Corp. Date of Shareholding: 2024/7/16 |
United Microelectronics Corporation 13.04% Citibank Taiwan in custody for Government of Singapore 2.48% New Labor Pension Fund 1.83% Yann Yuan Investment Co., Ltd. 1.51% Cathay Life Insurance Co.,Ltd. 1.49% JP Morgan Chase Bank custody JP Morgan Securities Co., Ltd. special account 1.43% JP Morgan Chase Bank Custody ABP Retirement Fund Investment Account 1.21% Nan Shan Life Insurance Company, Ltd. 1.18% Standard Chartered Bank is entrusted with custody of Fidelity funds 1.17% Chase Managed Advanced Starlight Advanced Aggregate International Stock Index 1.15% |
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4. Directors Information
- (1) Information disclosure of Directors' professional qualifications and independence of Independent Directors:
| Criteria Name |
Professional qualifications and experience | Independence | Number of other public companies where the individual serves as an independent director concurrently |
|---|---|---|---|
| Hsin Yang Investment Corp. Representative: Tzyy-Jang Tseng |
1. Graduated from the Institute of Physics of Tsinghua University, currently serves as the chairman of the Company, the chairman of Unimicron and the legal representative of a number of other companies, with more than five years of work experience required for business, legal, financial, accounting or corporate business. 2. Not under any of the categories stated in Article 30 of the CompanyAct. |
N/A. |
0 |
| Hsin Yang Investment Corp. Representative: Vincent Chung |
1. Graduated from the Department of Economics, Tamkang University, currently serves as a director of the Company, the Vice President of Unimicron and the director of a number of other companies, with more than five years of work experience required for business, legal, financial, accounting or corporate business. 2. Not under any of the categories stated in Article 30 of the CompanyAct. |
N/A. |
0 |
| Hsin Yang Investment Corp. Representative: Jerry Kuo |
1. Graduated from the Department of Chemical Engineering of Tamkang University, currently serves as a director of the Company, the Chief Quality Officer of Unimicron and the legal representative of a number of other companies, with more than five years of work experience required for business, legal, financial, accounting or corporate business. 2. Not under any of the categories stated in Article 30 of the CompanyAct. |
N/A. |
0 |
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| Criteria Name |
Professional qualifications and experience | Independence | Number of other public companies where the individual serves as an independent director concurrently |
|---|---|---|---|
| Richard Tseng |
1. Graduated from the Department of Business Administration of Tamkang University, currently serves as a director and the general manager of the Company and the legal representative and general manager of subsidiaries in Mainland China, with more than five years of work experience required for business, legal, financial, accounting or corporate business. 2. Not under any of the categories stated in Article 30 of the CompanyAct. |
N/A. |
0 |
| Sung-San Lee |
1. Graduated from the Institute of Finance, National Chung Cheng University, currently serves as an independent director and audit committee of the Company, and the Vice President of Materials Analysis Technology Inc., with more than five years of work experience required for business, legal, financial, accounting or corporate business. 2. Not under any of the categories stated in Article 30 of the Company Act. |
1. The Company's independent directors have met the conditions for independence. 2. The independent director is not and spouse and relatives within the second degree of kinship thereof are not serving as directors, supervisors, or employees of the Company or its affiliates, do not hold the Company's shares nor serving as a director, supervisor, or employee of a company with specific relations with the Company. 3. In the recent two years, there has been no situation where they received remuneration for providing commercial, legal, financial, accounting or other services to the Company or its affiliated enterprises. |
0 |
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| Criteria Name |
Professional qualifications and experience | Independence | Number of other public companies where the individual serves as an independent director concurrently |
|---|---|---|---|
| Wen-Ju Tseng |
1. Graduated from theMaster’s degree from the College of Management, National Yang Ming Chiao Tung University, currently serves as an independent director and audit committee of the Company, the Vice President of Faraday Technology Corporation and the legal representative of a number of other companies, with more than five years of work experience required for business, legal, financial, accounting or corporate business. 2. Not under any of the categories stated in Article 30 of the Company Act. |
1. The Company's independent directors have met the conditions for independence. 2. The independent director is not and spouse and relatives within the second degree of kinship thereof are not serving as directors, supervisors, or employees of the Company or its affiliates, do not hold the Company's shares nor serving as a director, supervisor, or employee of a company with specific relations with the Company. 3. In the recent two years, there has been no situation where they received remuneration for providing commercial, legal, financial, accounting or other services to the Company or its affiliated enterprises. |
0 |
| Shu-Ju Chang |
1. Graduated from the Department of Industrial Management, Chung Hua University, currently serves as an independent director and audit committee of the Company, and Served as Associate Finance Officer of Crystalwise Technology Inc., with more than five years of work experience required for business, legal, financial, accounting or corporate business. 2. Not under any of the categories stated in Article 30 of the Company Act. |
1. The Company's independent directors have met the conditions for independence. 2. The independent director is not and spouse and relatives within the second degree of kinship thereof are not serving as directors, supervisors, or employees of the Company or its affiliates, do not hold the Company's shares nor serving as a director, supervisor, or employee of a company with specific relations with the Company. 3. In the recent two years, there has been no situation where they received remuneration for providing commercial, legal, financial, accounting or other services to the Company or its affiliated enterprises. |
0 |
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-
(2) Diversification and Independence of the Board of Directors:
-
A. Diversifying the Board of Directors:
The current Board of Directors of the Company consists of 7 directors, with 3 independent directors (accounting for 42.86%) and 2 female directors (accounting for 28.57%). Although the number of female directors has not yet reached 1/3, the Company has added one more female director during the 2024 director re-election. The Company will continue to increase the number of suitable female directors to improve gender diversity on the Board of Directors.
The diversity of the members of the current Board is clearly stated in accordance with Article 20 of the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the overall capabilities of the Board of Directors are as follows:
| Name of Director | Nationality | Gender | As an employee in the Company |
Overall Capabilities of the Board of Directors | Overall Capabilities of the Board of Directors | Overall Capabilities of the Board of Directors | Overall Capabilities of the Board of Directors | Overall Capabilities of the Board of Directors | Overall Capabilities of the Board of Directors | Overall Capabilities of the Board of Directors | Overall Capabilities of the Board of Directors |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Operational Judgment |
Accounting and Finance |
Business Administration |
Crisis Management |
Industry knowledge |
International market perspective |
Leadership skills |
Decision- making skills |
||||
| Representative of Hsin Yang Investment Corp. (Hsin Yang): Tzyy-JangTseng |
R.O.C. | Male | V | V | V | V | V | V | V | V | |
| Representative of Hsin Yang Investment Corp. (Hsin Yang): Vincent Chung |
Male | V | V | V | V | V | V | V | V | ||
| Representative of Hsin Yang Investment Corp. (Hsin Yang): JerryKuo |
Male | V | V | V | V | V | V | V | |||
| Richard Tseng | Male | V | V | V | V | V | V | V | V | V | |
| Sung-San Lee | Male | V | V | V | V | V | V | V | V | ||
| Wen-Ju Tseng | Female | V | V | V | V | V | V | V | V | ||
| Shu-Ju Chang | Female | V | V | V | V | V | V | V | V |
-
B. Independence of the Board:
-
a. On the current Board, there are 3 independent directors, accounting for 43%, making the Board independent in the exercise of its functions.
-
b. All the board directors of the Company do not have the kinship relationship stipulated in Paragraphs 3 and 4, Article 26-3, Securities and Exchange Act, and the Company has abolished the supervisor since 2015, elected an independent director instead, and formed an audit committee to exercise its powers independently.
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(2) Information on the General Manager, Deputy General Manager, Assistant Manager, and Supervisors of Divisions and Branch Units
March 24, 2025
| Title | Nationality | Name | Gender | Date Elected |
Shareholding | Shareholding | Shareholding of Spouse or Minor Children |
Shareholding of Spouse or Minor Children |
Shareholding by Nominee Arrangement |
Shareholding by Nominee Arrangement |
Major (Education) Experience |
Other Position Concurrently Held at the Company and Other Companies |
Manager with a spouse or relatives within the second degree of kinship |
Manager with a spouse or relatives within the second degree of kinship |
Manager with a spouse or relatives within the second degree of kinship |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Shareholding % |
Shares |
Shareholding % |
Shares |
Shareholding % |
Title | Name | Relation | ||||||||
| General Manager |
R.O.C. | Richard Tseng |
Male |
2010/4/1 | 392,178 | 0.40 |
- | - | - | - | Department of Business Administration, Tamkang University General Manager of Uniflex Technology Inc. |
Representative and General Manager of Uniflex Technology (Jiangsu) Limited Director of Uniflex GroupLimited |
None | None | None | - |
| Senior Deputy General Manager |
R.O.C. | West Lee |
Male | 2019/9/1 | 352,033 | 0.36 |
- | - | - | - | Department of Industrial Engineering and Management, Yuan Ze University Deputy General Manager of Unimicron- FPC Technology (KunShan)Inc. |
Senior Deputy General Manager of Uniflex Technology (Jiangsu) Limited |
None | None | None | - |
| Accounting Director |
R.O.C. |
Wen- Cheng Tsai |
Male | 2010/11/30 | 703 |
0.00 | - | - | - | - | Department of Accounting, Yuan Ze University Associate General Manager of KPMG Taiwan |
Supervisor of Uniflex Technology (Jiangsu) Limited |
None | None | None | - |
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(3) Remuneration Paid to Directors, General Manager and Deputy General Manager in the Last Year
1. Remuneration Paid to Directors
Unit: NT$ thousand
| Title | Name | Remuneration to Directors | Remuneration to Directors | Remuneration to Directors | Remuneration to Directors | Remuneration to Directors | Remuneration to Directors | Remuneration to Directors | Remuneration to Directors | Percentage of Total of A, B, C and D in After-tax Net Income |
Percentage of Total of A, B, C and D in After-tax Net Income |
Compensation Earned as Employee of the Company or of the Company’s Affiliates |
Compensation Earned as Employee of the Company or of the Company’s Affiliates |
Compensation Earned as Employee of the Company or of the Company’s Affiliates |
Compensation Earned as Employee of the Company or of the Company’s Affiliates |
Compensation Earned as Employee of the Company or of the Company’s Affiliates |
Compensation Earned as Employee of the Company or of the Company’s Affiliates |
Compensation Earned as Employee of the Company or of the Company’s Affiliates |
Compensation Earned as Employee of the Company or of the Company’s Affiliates |
Percentage of Total of A, B, C, D, E, F and G in After-tax Net Income |
Percentage of Total of A, B, C, D, E, F and G in After-tax Net Income |
Compensation Paid to Directors from Non - consolidated Affiliates or Parent Company |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Base Compensation (A) |
Pension (B) | Compensation to Directors (C) |
Allowances (D) | Salary, bonus, and allowance (E) |
Pension (F) | Employee Compensation (G) | ||||||||||||||||
| The Company | Consolidated Entities |
The Company | Consolidated Entities |
The Company | Consolidated Entities |
The Company | Consolidated Entities |
The Company | Consolidated Entities |
The Company | Consolidated Entities |
The Company | Consolidated Entities |
The Compan | Consolidated Entities |
The Company | Consolidated Entities |
|||||
| Cash | Stock (Fair Market Value) |
Cash | Stock (Fair Market Value) |
|||||||||||||||||||
| Chairman | Hsin Yang Investment Corp. Representative: Tzyy-Jang Tseng |
- | - |
- |
- |
- |
- |
25 |
25 |
-0.01 |
-0.01 |
- |
- |
- |
- |
- |
- |
- |
- |
-0.01 |
-0.01 |
None |
| Director | Hsin Yang Investment Corp. Representative: Michael Shen(Note 1) |
- | - |
- |
- |
- |
- |
10 |
10 |
-0.00 |
-0.00 |
- |
- |
- |
- |
- |
- |
- |
- |
-0.00 |
-0.00 |
None |
| Director | Hsin Yang Investment Corp. Representative: Vincent Chung(Note 2) |
- | - |
- |
- |
- |
- |
15 |
15 |
-0.01 |
-0.01 |
- |
- |
- |
- |
- |
- |
- |
- |
-0.01 |
-0.01 |
None |
| Director | Hsin Yang Investment Corp. Representative: JerryKuo |
- | - |
- |
- |
- |
- |
25 |
25 |
-0.01 |
-0.01 |
- |
- |
- |
- |
- |
- |
- |
- |
-0.01 |
-0.01 |
None |
| Director | Richard Tseng | - | - |
- |
- |
- |
- |
25 |
25 |
-0.01 |
-0.01 |
2,911 | 4,154 |
108 |
108 |
- |
- |
- |
- |
-1.46 |
-2.06 |
None |
| Independent Director |
Chen-Fu Chien(Note 1) | 300 | 300 |
- |
- |
- |
- |
10 |
10 |
-0.15 |
-0.15 |
- |
- |
- |
- |
- |
- |
- |
- |
-0.15 |
-0.15 |
None |
| Independent Director |
Jo-Lan Liu(Note 1) | 300 | 300 |
- |
- |
- |
- |
10 |
10 |
-0.15 |
-0.15 |
- |
- |
- |
- |
- |
- |
- |
- |
-0.15 |
-0.15 |
None |
| Independent Director |
Sung-San Lee(Note 2) | 600 | 600 |
- |
- |
- |
- |
25 |
25 |
-0.30 |
-0.30 |
- |
- |
- |
- |
- |
- |
- |
- |
-0.30 |
-0.30 |
None |
| Independent Director |
Wen-Ju Tseng(Note 2) | 300 | 300 |
- |
- |
- |
- |
15 |
15 |
-0.15 |
-0.15 |
- |
- |
- |
- |
- |
- |
- |
- |
-0.15 |
-0.15 |
None |
12
| Independent Director |
Shu-Ju Chang(Note 2) | 300 | 300 |
- |
- |
- |
- |
15 |
15 |
-0.15 |
-0.15 |
- |
- |
- |
- |
- |
- |
- |
- |
-0.15 |
-0.15 |
None |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Please explain the remuneration policy, system, criteria and structure for independent directors, and explain the relevance of the amount of remuneration to the responsibilities, risks, time invested and other factors: in accordance with the "Regulations on the Remuneration Distribution and Management for Directors and Supervisors" of the Company, when independent directors perform duties in the Company, the Company shall pay monthly remuneration, regardless of the profit or loss of the Company, but the independent directors shall not receive the remuneration for directors and supervisors appropriated in the annual distribution of earnings. 2. In addition to the disclosures in the above table, the remuneration received by directors of the Company for services provided in the last year (such as acting as an advisor but not as an employee in the parent company/companies stated in the financial statements/reinvested companies): None. |
Note 1: Dismissed in June 2024.
Note 2: Took office in June 2024.
13
2. General Manager and Deputy General Manager
Unit: NT$ thousand
| Title | Name | Salary (A) (Note 1) |
Salary (A) (Note 1) |
Pension | (B) (Note 2) | Bonus and Allowance (C) (Note 3) |
Bonus and Allowance (C) (Note 3) |
Employee Compensation (D) | Employee Compensation (D) | Employee Compensation (D) | Employee Compensation (D) | Percentage of Total of A, B, C and D in After- tax Net Income(%) |
Percentage of Total of A, B, C and D in After- tax Net Income(%) |
Compensation Paid to Directors from Non- consolidated Affiliates or Parent Company |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company |
Consolidated Entities |
The Company |
Consolidated Entities |
The Company |
Consolidated Entities |
The Company | Consolidated Entities |
The Company |
Consolidated Entities |
|||||
| Cash | Stock (Fair Market Value) |
Cash | Stock (Fair Market Value) |
|||||||||||
| General Manager |
Richard Tseng |
6,133 | 7,885 | 311 | 311 | 1,067 | 1,164 | - | - | - | - | -3.60 | -4.49 | - |
| Senior Deputy General Manager |
West Lee |
|||||||||||||
| Deputy General Manager |
Min- Ming Tsai (Note 4) |
Note 1: Refers to the remuneration paid to the General Manager and Deputy General Manager in 2024.
Note 2: Refers to the amount contributed to government authority in 2024.
Note 3: Refers to the bonus and special expenses, etc. paid to the General Manager and Deputy General Manager in 2024.
Note 4: Resign in November 2024.
14
| Range of Remuneration | Range of Remuneration | |
|---|---|---|
| Range of Remuneration Paid to the General Manager and Deputy General Manager |
Name of General Manager and Deputy General Manager |
|
| The Company | Consolidated Entities | |
| Less than NT$1,000 thousand | ||
| NT$1,000, thousand(inclusive)~NT$2,000, thousand(exclusive) | ||
| NT$2,000, thousand (inclusive)~NT$3,500, thousand (exclusive) | Richard Tseng West Lee Min-MingTsai |
West Lee Min-Ming Tsai |
| NT$3,500, thousand(inclusive)~NT$5,000, thousand(exclusive) | Richard Tseng | |
| NT$5,000, thousand (inclusive)~NT$10,000, thousand (exclusive) | ||
| NT$10,000,thousand(inclusive)~NT$15,000,thousand(exclusive) | ||
| NT$15,000,thousand(inclusive)~NT$30,000,thousand(exclusive) | ||
| NT$30,000,thousand(inclusive)~NT$50,000,thousand(exclusive) | ||
| NT$50,000, thousand (inclusive)~NT$100,000, thousand (exclusive) | ||
| Over NT$100,000 thousand | ||
| Total | 3 persons | 3 persons |
15
Remuneration paid to Highest-paid Executives in Listed Companies (Please disclose their names and remuneration methods individuall y)
| Title | Name | Salary (A) | Salary (A) | Pension (B) | Pension (B) | Bonus and Allowance (C) |
Bonus and Allowance (C) |
Employee Compensation (D) | Employee Compensation (D) | Employee Compensation (D) | Employee Compensation (D) | Percentage of Total of A, B, C and D in After- tax Net Income(%) |
Percentage of Total of A, B, C and D in After- tax Net Income(%) |
Compensation Paid to Directors from Non- consolidated Affiliates or Parent Company |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company |
Consolidated Entities |
The Company |
Consolidated Entities |
The Company |
Consolidated Entities |
The Company | Consolidated Entities |
The Company |
Consolidated Entities |
|||||
| Cash | Stock (Fair Market Value) |
Cash | Stock (Fair Market Value) |
|||||||||||
| General Manager |
Richard Tseng |
2,522 | 3,722 | 108 | 108 | 389 | 432 | - | - | - | - | -1.45 | -2.04 | - |
| Senior Deputy General Manager |
West Lee |
2,040 | 2,592 | 108 | 108 | 255 | 308 | - | - | - | - | -1.15 | -1.44 | - |
| Deputy General Manager |
Min- Ming Tsai (Note 1) |
1,571 | 1,571 | 95 | 95 | 424 | 424 | - | - | - | - | -1.00 | -1.00 | - |
| Accounting Director |
Wen- Cheng Tsai |
1,547 | 1,547 | 95 | 95 | 225 | 225 | - | - | - | - | -0.90 | -0.90 | - |
| - | - | - | - | - | - | - | - | - | - | - | - | - | - | - |
Note 1: Resign in November 2024.
16
- The name(s) of manager(s) responsible for distributing employee compensation and the distribution details:
| December 31,2023 Unit: NT$ thousand | December 31,2023 Unit: NT$ thousand | December 31,2023 Unit: NT$ thousand | December 31,2023 Unit: NT$ thousand | |||
|---|---|---|---|---|---|---|
| Title | Name | Stock (Fair Market Value) |
Cash |
Total | Percentage of the Total in After-tax Net Income(%) |
|
| Managers | General Manager | Richard Tseng | - | - | - | - |
| Senoir Deputy General Manager |
West Lee | |||||
| AccountingDirector | Wen-ChengTsai |
-
(4) Analysis of the total remuneration paid to the Company's directors, general managers, and deputy general managers by the Company and all companies included in the consolidated financial statements in the most recent two fiscal years as a percentage of after-tax net income in the individual or separate financial statements, and an explanation of the policies, standards, and composition for remuneration payments, the procedures for determining remuneration, and the correlation with operating performance and future risk:
-
Analysis of total remuneration paid by the Company to directors, general manager and deputy general manager of the Company in last two years as a percentage of the aftertax net income of parent company only financial statements
| Year Item |
Percentage of Total Remuneration Paid in After-tax Net Income in 2023(%) |
Percentage of Total Remuneration Paid in After-tax Net Income in 2023(%) |
Percentage of Total Remuneration Paid in After-tax Net Income in 2024(%) |
Percentage of Total Remuneration Paid in After-tax Net Income in 2024(%) |
|---|---|---|---|---|
| The Company | All Companies in Consolidated Financial Statements |
The Company | All Companies in Consolidated Financial Statements |
|
| Directors | (1.85) | (2.33) | (2.40) | (2.99) |
| General manager, and deputy general manager |
(4.20) | (4.97) | (3.60) | (4.49) |
- Policies, criteria and portfolio for the payment of remuneration to the abovementioned personnel, procedures for determining remuneration, operating performance and the relevance of future risks
The company pays remuneration to independent directors in accordance with the "Guidelines for Remuneration Allocation and Compensation Management for Directors and Supervisors", and distributes remuneration to directors in accordance with the company's articles of incorporation and regulations. The remuneration for directors is authorized by the board of directors to be determined based on their level of participation in the company's operations and the value of their contributions, with reference to the generally accepted levels in the industry. Additionally, due to the company incurring a net loss of NT$208,482 thousand in 2024, the board of directors has resolved not to distribute any remuneration to directors. The remunerations of general manager and deputy general manager include salaries and bonuses and is defined according to the responsibilities conferred on the position, the contribution of
17
the position to the operation of the company and the operational risks borne.
2. Implementation of corporate governance
-
(1) Functioning of the Board of Directors
-
The Board of Directors convened six times (A) in 2024, and the attendance of directors and supervisors was as follows:
| Title | Name | Attendance in Person B |
Attendance by proxy |
Attendance (%)[B/A] | Remarks |
|---|---|---|---|---|---|
| Chairman | Representative of Hsin Yang Investment Corp. (Hsin Yang): Tzyy-Jang Tseng |
5 | 0 | 100 | |
| Director | Representative of Hsin Yang Investment Corp. (Hsin Yang): Michael Shen |
2 | 0 | 100 | Dismissed on 2024/6/27 |
| Director | Representative of Hsin Yang Investment Corp. (Hsin Yang): Vincent Chung |
3 | 0 | 100 | Took office on 2024/6/27 |
| Director | Representative of Hsin Yang Investment Corp. (Hsin Yang): JerryKuo |
5 | 0 | 100 | |
| Director | Richard Tseng | 5 | 0 | 100 | |
| Independent Director |
Chen-Fu Chien | 2 | 0 | 100 | Dismissed on 2024/6/27 |
| Independent Director |
Jo-Lan Liu | 2 | 0 | 100 | Dismissed on 2024/6/27 |
| Independent Director |
Sung-San Lee | 5 | 0 | 100 | |
| Independent Director |
Wen-Ju Tseng | 3 | 0 | 100 | Took office on 2024/6/27 |
| Independent Director |
Shu-Ju Chang | 3 | 0 | 100 | Took office on 2024/6/27 |
Other matters to be recorded:
- If any of the following situations occurs in the operation of the Board of Directors, the date of the Board meeting, period, agenda content, opinions of all independent directors, and how the company handles the opinions of the independent directors should be specified:
(1) Matters listed in Article 14-3 of the Securities and Exchange Act: The company has established an Audit Committee, and the provisions of Article 14-3 of the Securities and Exchange Act are not applicable. Please refer to page 20 of the annual report for the operations of the Audit Committee.
(2) Apart from the aforementioned matters, other Board resolutions which were objected to or expressed reservations by Independent Directors and recorded or stated in writing: None.
- Regarding recusals of directors from voting due to conflicts of interest, the names of the directors, contents
18
of motions, reasons for recusals, and results of voting shall be specified:
- (1) Director's name: Richard Tseng, Director.
Agenda content: Approval of the evaluation of managers' compensation.
Reasons for recusal: Richard Tseng, Director, also serves as the General Manager of UNIFLEX
-
Voting results: Except for Richard Tseng, Director, who recused himself from the discussion and voting, the remaining attending directors unanimously approved the proposal.
-
Listed companies should disclose the evaluation period and period of the self (or peer) evaluation of the board and directors, the scope, method and content of such evaluations and other information:
| Cycle | Period | Scope | Method | Content |
|---|---|---|---|---|
| Once a year |
2024.1.1- 2024.12.31 |
Board of Directors |
Self-assessment of the Board |
Including participation in the operation of the company, the quality of the Board of Directors' decision making, composition and structure of the Board of Directors, election and continuing education of the directors,and internal control. |
| Audit Committee |
Self-assessment of the Board |
Including participation in the operation of the company, the quality of the Board of Directors' decision making, composition and structure of the Board of Directors, election and continuing education of the directors,and internal control. |
||
| Remuneration Committee |
Self-assessment of the Board |
Including participation in the operation of the company, the quality of the Board of Directors' decision making, composition and structure of the Board of Directors, election and continuing education of the directors. |
||
| Board members | Self-assessment of Board Directors |
Including alignment of the goals and missions of the company, awareness of the duties of a director, participation in the operation of the company, management of internal relationship and communication, the director's professionalism and continuingeducation,and internal control. |
-
Objectives for strengthening functions of the Board in the current year and the last year (e.g., establishment of an audit committee, improvement of transparency, etc.) and assessment of performance:
-
(1) Director education and training: The total hours of director education and training completed in 2024 is 42 hours.
-
(2) The board of directors is composed of 7 directors (including 3 independent directors), and the Company has established an Audit Committee and Remuneration Committee composed of all independent directors to deliberate on the proposals of the Board, for the purpose of exercising their supervisory responsibilities to strengthen the corporate governance and enhance the functions of the Board. For the functioning of the Audit Committee in 2024, please refer to "The Functioning of the Audit Committee" on page 20 of this Annual Report; for the implementation of the Remuneration Committee, please refer to "The Functioning of the Remuneration Committee" on page 27 of this Annual Report.
19
2. Director Training in 2024
| Title | Director | Date (start): |
Unit | Training / Speech title | Training Hours |
|---|---|---|---|---|---|
| Chairman | Tzyy-Jang Tseng |
2024/ 7/3 |
Taiwan Stock Exchange | 2024 Cathy Sustainable Finance And Climate Change Summit | 6 |
| Director | Vincent Chung |
2024/ 9/30 |
Taiwan Stock Exchange | Taiwan Capital Market Development Summit | 3 |
| Director | Vincent Chung |
2024/ 10/4 |
Securities and Futures Institute |
Advocacy on Prevention Against Insider Trading for the year 2024 | 3 |
| Director | Jerry Kuo | 2024/ 8/29 |
Securities and Futures Institute |
Practical Advanced Seminar for Directors, Supervisors (including Independent)and Corporate Governance Officers |
3 |
| Director | Richard Tseng |
2024/ 8/27 |
Securities and Futures Institute |
Directors, Supervisors and Corporate Governance Officers Training Course |
12 |
| Independent Director |
Sung-San Lee |
2024/ 6/21 |
Taiwan Corporate Governance Association |
Succession Plan Activation - Employee Compensation Plan and Equity Succession |
3 |
| Independent Director |
Wen-Ju Tseng |
2024/ 9/10 |
Taiwan Stock Exchange | Promotional Campaign for Building a New Carbon Era with Sustainable Knowledge Power |
6 |
| Independent Director |
Wen-Ju Tseng |
2024/ 11/28 |
China Independent Directors Association |
Carbon Connections: Discussing Carbon Fees, Carbon Tax, Carbon Rights and Carbon Trading |
3 |
| Independent Director |
Shu-Ju Chang |
2024/ 10/4 |
Securities and Futures Institute |
Advocacy on Prevention Against Insider Trading for the year 2024 | 3 |
(2) Operations of the Audit Committee:
In the last year, the Audit Committee convened for 5 (A) times and the attendance of independent directors is as follows:
| Title | Name | Attendance in Person (B) |
Attendance by proxy |
Attendance (%)B/A |
Remarks |
|---|---|---|---|---|---|
| Independent Director |
Chen-Fu Chien |
2 | 0 | 100 | Dismissed on 2024/6/27 |
| Independent Director |
Jo-Lan Liu | 2 | 0 | 100 | Dismissed on 2024/6/27 |
| Independent Director |
Sung-San Lee | 5 | 0 | 100 | |
| Independent Director |
Wen-Ju Tseng | 3 | 0 | 100 | Took office on 2024/6/27 |
| Independent Director |
Shu-Ju Chang | 3 | 0 | 100 | Took office on 2024/6/27 |
Other matters to be recorded:
- If the operations of the Audit Committee fall under any of the circumstances below, the date of the Audit Committee meeting, the session, the content of the proposal, any objection, reservation, or major suggestion made by independent directors, the results of resolutions by the Audit Committee, and the Company’s response to the committee’s opinions shall be specified:
(1) The matters under Article 14-5 of the Securities and Exchange Act:
| Date | Period | Proposal item | Resolution results of Audit Committee |
The Company’s response to the Audit Committee’s opinions Approved as proposed |
|---|---|---|---|---|
| 2024/2/22 | The 1st time |
1. Approve the Company's annual business report and financial statements for the year 2023. 2. Approve the Company's appropriation for the loss for the year 2023. 3. Approve the Company's declaration of internal control system for the year 2023. 4. Approve the Company's annual operating plan and budget for theyear |
Agree |
20
| 2024. 5. Approve the Company's annual capital expenditure plan for the year 2024. 6. Approved the fund lending from the subsidiary Uniflex Investment Limited to the Company. |
||||
|---|---|---|---|---|
| 2024/4/22 | The 2nd time |
1. Approve the Company's appointment of CPAs for the year 2024. 2. Approval of the Amendment to the Company "Internal Control System" and "Internal Audit System. 3. Approved the proposal to establish the "Operational Procedures for Loaning Funds to Others" for the subsidiary Uniflex Investment Limited. 4. Approved the fund lending from the subsidiary Uniflex Investment Limited to the Company. 5. Approved the 2024 Q1 consolidated financial statements. |
Agree | Approved as proposed |
| 2024/7/5 | The 3rd time |
Election Case for the Convener and Meeting Chairperson of the Audit Committee. |
The attending committee members unanimously elected Committee Member Sung-San Lee to serve as the convener and meeting chairperson for the fourth term. |
N/A |
| 2024/7/29 | The 4th time |
1. Approved the 2024 Q2 consolidated financial statements. |
Agree | Approved as proposed |
| 2024/10/28 | The 5th time |
1. Approved the proposal to amend the Company's internal control system and internal audit system.Approval of the Amendment to the Company and its Subsidiaries' "Internal Control System" and "Internal Audit System. 2. Approve the expense paid to CPAs for auditing the financial statements for the year 2024. 3. Approved the fund lending from the subsidiary Uniflex Investment Limited to the Company. |
Agree | Approved as proposed |
-
(2) Other than those described above, any resolutions not approved by the Audit Committee but approved by more than two-thirds of all directors: None.
-
The implementation of independent directors' recusal from interested party resolutions should specify the names of the independent directors, the content of the resolutions, the reasons for recusal, and their participation in voting: None.
-
Communication between independent directors and the internal audit supervisor and CPAs (for example, matters, methods and results of communication on the company's financial and business situations, etc.): The Company's independent directors consult and negotiate with the audit supervisor and CPAs from time to time through an unimpeded communication channel.
21
- (3) Implementation Status of Corporate Governance and Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and Reasons Thereof:
| Assessment Item | Operational situation | Operational situation | Operational situation | Differences from the Corporate Governance Best Practice Principles for TWSE/TPEx ListedCompanies and Reasons |
|---|---|---|---|---|
| Yes | No | Summarized Description | ||
| 1. Has the Company formulated and disclosed the Corporate Governance Best-practice Principles in accordance with the Corporate Governance Best- practice Principles for TWSE/TPEx Listed Companies? |
V | The Company has formulated a "Corporate Governance Code", which has relevant regulations for protecting shareholders' equity, strengthening the functions of the Board of Directors, respecting rights & interests of related parties , and improving information transparency. For the Corporate Governance Code, please visit the Company's website. |
No major difference. | |
| 2. The Company’s shareholding structure and shareholders’ equity (1) Has the Company formulated internal operating procedures for handling shareholders’ suggestions or questions or disputes and litigation with them and complied with the procedures? (2) Does the Company have a list of the major shareholders with ultimate control over the Company and a list of the ultimate controllers of the major shareholders? (3) Has the Company established and implemented a risk control and a firewall mechanism between itself and affiliates? (4) Has the Company formulated internal regulations to prohibit insiders from using information undisclosed in the market to buy and sell securities? |
V |
(1) The Company has a department in charge of stock affairs and a spokesperson to deal with shareholder suggestions and disputes, etc. If a dispute involves legal issues, it shall be handled by legal consultants. (2) The stock affairs of the Company are under the responsibility of the Stock Affair Specialist and the designated stock agency. (3) The Company has established and implemented a firewall mechanism in the internal control system, according to procedures for operation of the computerized information system and procedures for processing of internal major information. (4) In the internal control system, the Company has formulated management measures to prevent insider trading, prohibiting insiders from using the undisclosed information on the market to buy and sell securities. |
No major difference. |
|
| 3. Composition and Responsibilities of the Board of Directors |
V | (1) In determining the board membership, the Company will consider the diversityof board members in many |
No major difference. |
22
| Assessment Item | Operational situation | Operational situation | Operational situation | Differences from the Corporate Governance Best Practice Principles for TWSE/TPEx ListedCompanies and Reasons |
|---|---|---|---|---|
| Yes | No | Summarized Description | ||
| (1) Does the Board of Directors have a diversity policy, specific management objectives and implementation for the member composition of the board? (2) Has the Company voluntarily established other functional committees in addition to the Remuneration and the Audit Committees established in accordance with the law? (3) Has the Company formulated board performance evaluation regulations and evaluation methods, conducted performance evaluations annually and regularly, reported the results of performance evaluations to the Board of Directors, and adopted such results as a reference for deciding the remuneration of and nominating candidates for individual directors? (4) Does the company regularly evaluate the independence of the CPAs? |
aspects, and all appointments are based on the principle of employing talents. (2) The Company has established a remuneration committees and an audit committee in accordance with applicable laws, and has not set up nominating or other functional committees, but the Company has authorized department directors to control and management various functions according to the Company's regulations for operation handling and control mechanisms for various business functions. (3) The Company will periodically conduct performance assessments on an annual basis in accordance with the established methods and methods for performance assessments of the Board of Directors. (4) The Board of Directors of the Company periodically assesses the independence of the CPA on an annual basis, reviews the statements of independence issued by the CPA in 2023, and verifies that the CPA has no other financial interests or business dealings with the Company other than the audit expenses and related tax, and that the CPA is not a shareholder of the Company and has not concurrently held any position in theCompanyand its affiliated enterprises. |
|||
| 4. Has the Company has appointed an appropriate number of competent corporate governance personnel and designated a corporate governance officer to be responsible for corporate governance affairs (including but not limited to providing directors and supervisors with the materials required forperformance of their duties,assisting |
V |
The Company has already appointed a corporate governance officer. Therefore, the relevant business has been handled by this officer for corporate governance- related matters (including but not limited to providing directors and supervisors with the necessary information for operations, assisting directors and supervisors in complying with laws and regulations,conveningboard of |
No major difference. |
23
| Assessment Item | Operational situation | Operational situation | Operational situation | Differences from the Corporate Governance Best Practice Principles for TWSE/TPEx ListedCompanies and Reasons |
|---|---|---|---|---|
| Yes | No | Summarized Description | ||
| directors and supervisors with compliance, handling matters related to board meetings and the shareholders’ meetings, and preparing minutes of board meetings and shareholders’ meetings)? |
directors and shareholders' meetings in accordance with the law, preparing minutes of board of directors and shareholders' meetings, etc.). |
|||
| 5. Has the Company established communication channels with stakeholders (including but not limited to shareholders, employees, clients, and suppliers) and set up a section dedicated to stakeholders on the Company’s website to properly respond to stakeholders’ major CSR issues of concern? |
V | The Company has unimpeded channels of communication with banks, creditors, employees, customers and suppliers. In addition, the Company's website has a section specific for investors; besides, the Company has designated the spokesperson and acting spokesperson to serve as the Company's external communication channels and appropriately respond to relevant issues. |
No major difference. |
|
| 6. Does the company appoint a professional shareholder service agency to deal with shareholder affairs? |
V | The Company has entrusted Horizon Securities Co., Ltd., a professional stock agency, to handle various stock-related matters. |
No major difference. |
|
| 7. Information disclosures (1) Does the company have a website to disclose the financial operations and corporate governance status? (2) Does the Company adopt other methods to disclose information (such as setting up an English website, designating personnel to collect and disclose company information, implementing a spokesperson system, or placing the proceeding of investor conferences on the Company website)? (3) Does the Company announce and submit an annual financial report to the competent authority |
V | (1) The Company will disclose relevant financial business and significant information to the Market Observation Post System in accordance with applicable laws, and will disclose relevant information in the Corporate Governance section on the Company's website. (2) A specialist is designated to collect relevant information and disclose major matters of the Company, and a spokesperson and an acting spokesperson have been appointed in accordance with applicable laws and regulations. (3) The Company announces and declares the annual financial report(within three months),the first, |
No major difference. |
24
| Assessment Item | Operational situation | Operational situation | Operational situation | Differences from the Corporate Governance Best Practice Principles for TWSE/TPEx ListedCompanies and Reasons |
|---|---|---|---|---|
| Yes | No | Summarized Description | ||
| within two months after the end of each fiscal year and announce and submit the financial reports for the first, second, and third quarters and the operations of each month to the competent authoritybefore a specified deadline? |
second and third quarter financial report (within 45 days) and the operations of each month (before the 10th of next month) within the time limit stipulated in Article 36 of the Securities and Exchange Law. |
|||
| 8. Does the Company have other important information that facilitates the understanding of the operations of corporate governance (including but not limited to employee rights, employee care, investor relations, supplier relations, stakeholders’ rights, directors’ and supervisors’ continuing education, the implementation of risk management policies and risk measurement standards, the implementation of client policies, and the Company’s purchase of directors and supervisors liability insurance)? |
V | (1) Employee rights and interests: The Company protects the rights and interests of employees in accordance with the Labor Standards Act. (2) Employee care: The Company provides relevant welfare system and education and training opportunities, and establishes a trustworthy relationship with employees. (3) Investor relations: There is a specialist and department in charge of stock affairs to handling shareholders' proposals. (4) Supplier relationship: The Company regularly conducts supplier assessments, and both parties adequately communicate with each other to maintain a good relationship. (5) Stakeholder rights: Stakeholders may communicate with the Company and make suggestions to protect their legitimate rights and interests. (6) From time to time, the Company provides the relevant regulatory information that the directors need to pay attention to and the information on the professional knowledge training courses held by the relevant organizations. For further training of directors, please refer to "Further Training of Directors in 2024" on page 20. (7) TheCompanyhas always conducted relevant risk |
No major difference. |
25
| Assessment Item | Operational situation | Operational situation | Operational situation | Differences from the Corporate Governance Best Practice Principles for TWSE/TPEx ListedCompanies and Reasons |
|---|---|---|---|---|
| Yes | No | Summarized Description | ||
| management on the principle of soundness, and has a strict internal control system to prevent various risks. In addition to the regular and irregular audit on the implementation of the internal control system by the internal audit department, the Company also insures the property. (8) Implementation of the customer policy: The Company and the Group have a dedicated business department and a customer service department for all customers to ensure timely response to customer demands and maintain stable and good relations with customers to create profits for the Company. (9) The Company has renew the liability insurances for its directors and supervisor in March 2024. |
||||
| 9. Please specify any improvements made as per the results of the corporate governance evaluation announced by the Corporate Governance Center, Taiwan Stock Exchange Corporation, in the most recent year and put forth prioritized measures to improve those that have not yet improved: (1) In 2024,the Companyestablished a SustainabilityPromotion Team. |
26
-
(4) If the company has a remuneration committee, its member composition and operations shall be disclosed:
-
Information regarding members of the Remuneration Committee
| Criteria Name |
Professional qualifications and experience | Independence | Number of other public companies where the individual serves as an independent director concurrently |
|---|---|---|---|
| Sung- San Lee |
(1) Graduated from the Institute of Finance, National Chung Cheng University, currently serves as an independent director and audit committee of the Company, and the Vice President of Materials Analysis Technology Inc., with more than five years of work experience required for business, legal, financial, accounting or corporate business. (2) Not under any of the categories stated in Article 30 of the Company Act. |
(1) The Company's independent directors have met the conditions for independence. (2) The independent director is not and spouse and relatives within the second degree of kinship thereof are not serving as directors, supervisors, or employees of the Company or its affiliates, do not hold the Company's shares nor serving as a director, supervisor, or employee of a company with specific relations with the Company. (3) In the recent two years, there has been no situation where they received remuneration for providing commercial, legal, financial, accounting or other services to the Company or its affiliated enterprises. |
0 |
| Wen-Ju Tseng |
(1) Graduated from theMaster’s degree from the College of Management, National Yang Ming Chiao Tung University, currently serves as an independent director and audit committee of the Company, the Vice President of Faraday Technology Corporation and the legal representative of a number of other companies, with more than five years of work experience required for business, legal, financial, accounting or corporate business. (2) Not under any of the categories stated in Article 30 of the Company Act. |
(1) The Company's independent directors have met the conditions for independence. (2) The independent director is not and spouse and relatives within the second degree of kinship thereof are not serving as directors, supervisors, or employees of the Company or its affiliates, do not hold the Company's shares nor serving as a director, supervisor, or employee of a company with specific relations with the Company. (3) In the recent two years, there has been no situation where they received remuneration for providing commercial, legal, financial, accounting or other services to the Company or its affiliated enterprises. |
0 |
27
| Shu-Ju Chang | (1) Graduated from the Department of Industrial Management, Chung Hua University, currently serves as an independent director and audit committee of the Company, and Served as Associate Finance Officer of Crystalwise Technology Inc., and has more than five years of work experience required for business, legal, financial, accounting or corporate business. (2) Not under any of the categories stated in Article 30 of the Company Act. |
(1) The Company's independent directors have met the conditions for independence. (2) The independent director is not and spouse and relatives within the second degree of kinship thereof are not serving as directors, supervisors, or employees of the Company or its affiliates, do not hold the Company's shares nor serving as a director, supervisor, or employee of a company with specific relations with the Company. (3) In the recent two years, there has been no situation where they received remuneration for providing commercial, legal, financial, accounting or other services to the Company or its affiliated enterprises. |
0 |
|---|---|---|---|
28
-
Operational status of the Remuneration Committee
-
(1) There are a total of 3 members in the Remuneration Committee.
-
(2) The term of office of the committee members: from June 27, 2024 to June 26, 2027. In the last year, the Remuneration Committee convened for 2 (A) times, and the membership and attendance are as follows:
| Title | Name | Attendance in Person (B) |
Attendance by proxy |
Attendance (%)[B/A] (Note) |
Remarks |
|---|---|---|---|---|---|
| Convener | Sung-San Lee |
2 | 0 | 100 | |
| Committee member |
Wen-Ju Tseng |
2 | 0 | 100 | |
| Committee member |
Shu-Ju Chang |
2 | 0 | 100 | |
| Other matters to be recorded: 1. If the board of directors does not adopt or amend the recommendations of the remuneration committee, it shall state the date of the board, the session, the contents of the proposal, the results of the resolutions of the Board and the company's handling of the remuneration committee's opinions (if the remuneration adopted by the Board is superior to the remuneration committee's recommendations, the differences and the reasons shall be stated): None. 2. If there are resolutions of the Remuneration Committee to which members object or express reservations, and for which there is a record or declaration in writing, the date of the meeting, session, content of the proposal,all members’ opinions and the response to members’ opinions shall be stated: None. |
29
- (5) Promotion for Implementation of Sustainable Development and Deviations from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and Reasons Thereof:
| Items Promoted | Implementation Status | Differences and reasons between the Company's sustainable development practices and the Sustainable Development Best Practice Principles for TWSE/TPEx ListedCompanies |
||
|---|---|---|---|---|
| Yes | No | Summarized Description | ||
| 1. Has the Company established a governance structure to promote sustainable development, and set up a dedicated (or part-time) unit to promote sustainable development, with the Board of Directors authorizing senior management to handle it, and the Board of Directors supervisingthe situation? |
V | In 2024, the Company established a Sustainability Promotion Team, with the General Manager serving as the highest decision-making executive for sustainability development strategies, responsible for approving the material topics of the annual sustainability report and sustainability strategies. |
Please refer to the summary. | |
| 2. Does the Company conduct risk assessments of environmental, social, and corporate governance issues related to company operations as per the principle of materiality? Has the Company formulated relevant risk management policies or strategies? |
V | The company has not yet conducted a risk assessment on environmental, social and corporate governance issues related to its operations based on the principle of materiality, nor has it formulated relevant risk management policies or strategies. |
Please refer to the summary. |
|
| 3. Environmental issues (1) Does the company establish an environmental management system proper to its industry’s characteristics? |
V | The Company has formulated operating procedures for autonomous management systems of environmental protection, occupational safety and health, and will periodically audit the effectiveness of the environmental protection, safety and health management systems and the continuously maintain the effectiveness of these systems. |
No major difference. | |
| (2) Is the Company committed to improving energy efficiency and adopting recycled materials with low environmental impact? |
V | The Company has implemented garbage sorting and recycling of resources, and strives to electricize forms and documents to reduce the impact on the environment. |
No major difference. | |
| (3) Has the company evaluated the potential risks and opportunities of climate change for the |
V | 1. Upgrade or replace old equipment to improve production efficiencyand reduce energy |
No major difference. |
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| Items Promoted | Implementation Status | Differences and reasons between the Company's sustainable development practices and the Sustainable Development Best Practice Principles for TWSE/TPEx ListedCompanies |
||
|---|---|---|---|---|
| Yes | No | Summarized Description | ||
| company's present and future operations, and taken relevant countermeasures? |
consumption. 2. When adding or replacing lighting devices throughout the Company, choose energy-saving lamps (LED lamps). 3. When replacing equipment, prioritize the selection of high-efficiency equipment. 4. Comprehensively replace or install new variable frequency drive equipment for motors to reduce energy consumption and achieve the goal of reducing greenhousegas emissions. |
|||
| (4) Has the company calculated the greenhouse gas emissions, water usage, and total weight of waste over the past two years, and formulated policies for reducing greenhouse gas emissions, water usage, or other waste management? |
V | The company reviews its water consumption, electricity usage, waste generation, and raw material consumption on a monthly basis in order to reduce unnecessary energy waste and achieve energy conservation, carbon reduction, and greenhouse gas reduction goals. Although no greenhouse gas reduction targets have been set, water conservation and waste management remain among the company's important indicators. |
Please refer to the summary. |
|
| 4. Social issues (1) Does the Company formulate relevant management policies and procedures in accordance with applicable laws and the International Bill of Human Rights? |
V | The company complies with various labor laws and regulations, and is committed to improving employee welfare. Under humane and reasonable management, employees' opinions are fully valued and addressed for improvement. |
No major difference. |
31
| Items Promoted | Implementation Status | Differences and reasons between the Company's sustainable development practices and the Sustainable Development Best Practice Principles for TWSE/TPEx ListedCompanies |
||
|---|---|---|---|---|
| Yes | No | Summarized Description | ||
| (2) Has the Company formulated and implemented reasonable employee benefit measures (including remuneration, leave, and other benefits) and reflected business performance or achievements in employee remuneration appropriately? |
V | The remuneration of the employees is determined in accordance with the "Regulations for Performance Assessment and Management", "Regulations for Employee Incentive Bonus" and other personnel management rules, a rational remuneration policy has been formulated and a clear and effective reward and punishment system has been established. If an employee violates the Code of Conduct, he/she shall be punished according to the seriousness of such violation and the punishment shall be recorded for the performance assessment. |
No major difference. | |
| (3) Does the Company provide employees with a safe and healthy work environment and offer safety and health education to employees regularly? |
V | The company has established "Safety and Health Work Rules" to regulate the safety and health of the working environment for employees and their education and training. In addition, the company conducts regular employee health examinations every year so that employees can clearly understand their own health conditions. |
No major difference. | |
| (4) Has the Company established an effective career development training program for employees? |
V |
The Company provide appropriate training courses and budgets according to the current work demands of employees and their career development demands. |
No major difference. | |
| (5) Does the Company comply with applicable laws and international standards regarding issues, such as customer health and safety, customer privacy, as well as marketing and labelling of products and services? Has it formulated relevant policies and complaint procedures to protect consumers’ or clients’ rights and interests? |
V | The company is not the final product manufacturer, so this assessment item is not applicable. |
Please refer to the summary. |
32
| Items Promoted | Implementation Status | Implementation Status | Implementation Status | Differences and reasons between the Company's sustainable development practices and the Sustainable Development Best Practice Principles for TWSE/TPEx ListedCompanies |
|---|---|---|---|---|
| Yes | No | Summarized Description | ||
| (6) Does the Company formulate and implement supplier management policies that require suppliers to follow relevant regulations on environmental protection, occupational safety and health or human rights of labor? |
V | The Company has established the "Supplier Management Procedures" and "Supplier Evaluation and Assessment Procedures" to establish a mechanism for selection, evaluation and assessment of suppliers based on their ability to supply products. In addition to requiring close cooperation from the suppliers, evaluation is carried out by hierarchical management. The Company conduct supplier assessment to assess not only the technology, quality and manufacturing capabilities, but also the operation and management capabilities and environmental protection of suppliers;in addition to urging suppliers to achieve stable quality, punctuality of delivery, and increase cooperative competitive advantages, the Company also requires suppliers to implement employee care, environmental protection, and workplace safety and health management, in order to fulfill their corporate social responsibilities. |
No major difference. | |
| 5. Has the Company referred to the internationally accepted reporting standards or guidelines to prepare reports, such as ESG reports that disclose the Company’s non-financial information? Has a third-party verification entity provided assurance or assurance opinion for said report? |
V | As of the printing date of the annual report, the Company has not yet completed its 2024 sustainability report. |
Please refer to the summary. | |
| 6. If the company has its own code of practice for sustainable development in accordance with the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies", please explain the difference between its operation and the formulated code: the Company has not yet implemented the "Corporate Social ResponsibilityBest Practice Principles for Listed Companies". |
33
| Items Promoted | Implementation Status | Implementation Status | Implementation Status | Differences and reasons between the Company's sustainable development practices and the Sustainable Development Best Practice Principles for TWSE/TPEx ListedCompanies |
|---|---|---|---|---|
| Yes | No | Summarized Description | ||
| 7. Other important information to help understand the implementation of sustainable development: (1) Adopt trees in the industrial park to protect the earth's environment together. (2) Eliminate discrimination, actively hire employees with disabilities and create a happy working environment. (3) Long-term donations to support the Hing SheungYouthCare Association. |
1. Implementation of climate-related information:
| Items | Implementation |
|---|---|
| 1. Describe the supervision and governance of climate-related risks and opportunities by the Board of Directors and management. |
To strengthen the Company's management and identification of climate-related risk and opportunity issues, the Company established a Sustainability Promotion Team in 2024 that is also responsible for climate-related governance, with the General Manager serving as the convener, assisting the Board of Directors in establishing various climate risk management policies, implementing objectives, collecting information on the company's current climate issues, promoting climate change strategy development, evaluating and tracking environmental management data, as well as the implementation effectiveness of various programs. Furthermore, to reduce the company's impact and financial implications from climate change, explore key risks and opportunities for the company under climate change, and actively respond to and grasp current trends to enhance the company's climate resilience, the team holds annual meetings to address the company's key climate opportunity and risk issues, manages climate response targets and tracks action achievement across all operational sites and plants within the company, and assists in communicating and integrating the company's climate governance status. |
34
| 2. Describe how identified climate risks and opportunities affect the Company's business, strategy, and finances (short-term, medium-term, and long-term). 3. Describe the impact of extreme climate events and transition actions on finances. |
Aspect | Issue | |||||
|---|---|---|---|---|---|---|---|
| Current status of climate risks and | Response strategies and | ||||||
| Impact timeline | |||||||
| opportunities | management measures | ||||||
| Transition risk |
Strengthened emission reporting obligations |
Short-term (within 3 years) |
To comply with regulations for reporting or disclosure of information, strengthen carbon information disclosure. If the disclosure is false or has major omissions, the company may face regulatory penalties, causing negative impacts on the company, affecting investors' interests, and subjecting the company to fines, thereby increasing operational costs. |
1. Implement relevant regulatory reporting, adjustments, inventory, and verification operations. 2. 100% compliance with regulations. |
|||
| Increase in raw material costs |
Short-term (within 3 years) |
Climate change affects the upstream supply of raw materials such as logistics and transportation, leading to increases in raw material prices or potential shortages, resulting in higher operational costs for the company. |
1. Emphasize local procurement, search for green supply chains, and require the top five suppliers by annual transaction amount to implement carbon reduction measures. |
35
| Physical risk | The severity of extreme weather events such as typhoons and floods increases |
Long-term (More than 10 years) |
Extreme climate leads to increased probability of hurricanes, sudden rainstorms/floods, or other severe weather changes, resulting in flooding of factory areas or nearby communities, reduced lifespan or damage to equipment or buildings. It may also cause transportation disruptions from the factory, impact raw material sources, etc., leading to reduced revenue or increased costs. |
1. Regularly maintain and inspect the waterproofing facilities in the factory areas. 2. Establish a backup plan for raw materials in the supply chain to avoid supply chain disruptions, gradually diversify supplier sources and emphasize local procurement to reduce response costs due to climate impacts on a single supplier. |
||
|---|---|---|---|---|---|---|
| Opportunity | High-efficiency transportation, distribution, and production processes |
Mid-term (Within 3-10 years) |
Optimize operating conditions for systems such as exhaust gas, wastewater, pure water, electricity, compressed air, air conditioning, ice machines, cooling water, dust collection generators, etc., to reduce their consumption and lower expenses such as water and electricity bills. |
1. Upgrade the air compressor frequency conversion system. 2. Energy-saving lighting renovation, replacement with LED fixtures. 3. 100% achievement rate of the maintenance and upgrade plan for all environmental safety facilities. |
36
| Develop/increase low-carbon products or services |
Mid-term (Within 3-10 years) |
1. Research, develop, and implement low- carbon materials to shorten manufacturing process time and reduce water and electricity consumption. 2. Collaborate with customers to research process streamlining from the design aspect, reducing auxiliary material usage, lowering production costs, and creating a win-win situation with customers. |
1. Introduce new PIC materials to replace traditional CVL materials. 2. Reduce the number of ink printing surfaces, shorten process time, and decrease material usage. 3. Promote and enhance customers' adoption and application of new materials. |
||
|---|---|---|---|---|---|
- Describe how the To enable the company to grasp current key climate opportunities and risks, the sustainability task force regularly collects peer process of sustainability reports and CDP climate questionnaire risk and opportunity issues annually. The task force gathers information from identifying, relevant departments about their annual responses to climate risks. Through interviews with units related to climate issues regarding assessing, and their views on impact levels and probabilities, UNIFLEX identifies its key annual climate risks and opportunities. The results are managing climate discussed within the sustainability task force to formulate management and response strategies. risks is integrated into the overall Develop Identify Risks and Track and risk management Collect Issues Response Opportunities Manage system. Measures Peer Sustainability Interview with Various Inventory the current Regularly discuss the Report Issues Units response status of each effectiveness of Peer CDP Colleagues from Each operating site, and implementation Questionnaire Company Score Risk formulate management strategies and indicator International Trends and Opportunity Issues measures based on the targets in meetings. risks and opportunities of each site. 5. If scenario analysis As of the date of printing of the annual report, the Company has not yet used scenario analysis to assess resilience against climate change risks, explaining the scenarios, parameters, assumptions, analysis factors, and key financial impacts used.
37
| is used to assess resilience against climate change risks, explain the scenarios, parameters, assumptions, analysis factors, and key financial impacts used. |
|
|---|---|
| 6. If there are transition plans to address climate- related risk management, describe the plan's contents and the indicators and targets used to identify and manage physical and transition risks. |
As of the date of printing of the annual report, the Company has not yet developed transition plans to address climate-related risk management, describing the plan's contents and the indicators and targets used to identify and manage physical and transition risks. |
| 7. If an internal carbon price is used as a planning tool, explain the basis for setting the price. |
As of the date of printing of the annual report, the Company has not yet used an internal carbon price as a planning tool and therefore does not need to explain the basis for setting the price. |
| 8. If climate-related targets have been set, provide information such as the activities |
As of the date of printing of the annual report, the Company is not a company subject to certain conditions, and therefore this section does not apply. |
38
| covered, the scope of greenhouse gas emissions, the planning period, and the annual progress achieved. If carbon offsets or Renewable Energy Certificates (RECs) are used to achieve relevant targets, state the source and amount of carbon offsets or the number of Renewable Energy Certificates (RECs). |
|
|---|---|
| 9. Greenhouse gas inventory and assurance, as well as reduction targets, strategies, and specific action plans. |
As of the date of printing of the annual report, the Company is not a company subject to certain conditions, and therefore this section does not apply. |
39
- (6) Implementation Status of Ethical Corporate Management and Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and Reasons Thereof
| Assessment Item | Operational situation | Operational situation | Operational situation | Deviation from the Corporate Governance Best-practice Principles for TWSE/TPEx Listed Companies and the reasons therefor |
|---|---|---|---|---|
| Yes | No | Summarized Description | ||
| 1. Establishment of ethical corporate management policies and programs (1) Has the Company formulated an ethical management policy approved by the board of directors and disclosed the policy and practice of ethical management in its regulations and public documents? Are the board of directors and the senior management committed to actively implementing the policy? (2) Has the Company established an assessment mechanism for the risk of unethical conduct to regularly analyze and evaluate the business activities with a higher risk of unethical conduct within the business scope and formulated a prevention plan accordingly, at least covering the prevention measures for the acts under each subparagraph under Article 7, paragraph 2 of the Corporate Governance Best-practice Principles for TWSE/TPEx Listed Companies? (3) Has the Company clearly specified operating procedures, guidelines for conduct, and a violation punishment and complaint system in the unethical conduct prevention plan and duly implemented them? Does the Company regularly review and revise said plan? |
V |
(1) The Company has established the "Procedures for Ethical Management and Guidelines for Conduct", which stipulates that all employees must be impartial and comply with government laws and regulations in the conducting the Company's business. Board members and the management shall also adhere to the principle of ethical management to operate the company. (2) The Company's “Ethical Corporate Management Best Practice Principles” contain measures to prevent dishonest conducts, such as bribery and acceptance of bribes, making illegal political contributions, providing or accepting unreasonable gifts, hospitality or other improper benefits, infringement of business secrets and intellectual property rights. (3) Before establishing a business connection with a party, the Company shall, in accordance with the provisions of the Procedures for Ethical Management and Guidelines for Conduct, evaluate the lawfulness of the party, its ethical management policies, and whether it has a record of dishonest conduct, to ensure that its business practices are fair, transparent, and that it does not require, offer, or accept bribes. |
No major difference. | |
| 2. Fulfillment of ethical corporate management (1) Does the companyevaluate businesspartners’ ethical |
V | (1) In accordance with the Procedures for Ethical Management and Guidelines for Conduct",the |
No major difference. |
40
| Assessment Item | Operational situation | Operational situation | Operational situation | Deviation from the Corporate Governance Best-practice Principles for TWSE/TPEx Listed Companies and the reasons therefor |
|---|---|---|---|---|
| Yes | No | Summarized Description | ||
| records and include ethics-related clauses in the business contracts signed with the counterparties? (2) Has the Company established a dedicated (concurrent) unit under the board of directors to conduct ethical corporate management, regularly (at least once a year) report to the board of directors on its ethical management policies and prevention plans for unethical conduct, and supervise the implementation? (3) Has the Company formulated policies to prevent conflicts of interest, provided appropriate methods for stating one’s conflicts of interest, and implemented them appropriately? (4) Has the company established an effective accounting system and internal control system to implement ethical management, and has the internal audit unit formulated relevant audit plans based on the assessment results of the risks of unethical conduct, and conducted audits to check the compliance with the prevention measures for unethical conduct, or commissioned accountants to conduct the audits? (5) Does the Company regularly hold internal and external education and training on ethical management? |
Company shall immediately stop its business dealings with a party which conducts dishonestly and refuse to conduct business with it in the future in order to implement the Company's ethical management policy. (2) The responsible department shall report to the Board of Directors on the dishonest conducts, the handling and the subsequent review and improvement measures for the promotion and implementation of the Company's ethical management. (3) In addition to reporting conflicts of interest to their direct supervisors, employees of the Company can also report them through the "Feedback Box" and "Dedicated Email Account". (4) The Company has formulated an internal audit plan, and the internal audit department shall carry out various audit operations according to the plan. In the event of special circumstances, a separate special audit will be arranged. (5) Through management meetings and monthly meetings, the Company promotes the ethical management philosophy and regulations and makes employees clearlyunderstand them. |
|||
| 3. Operation of the whistle-blowing system (1) Has the Company formulated a specific whistleblowing and reward system, established a convenient whistleblowing method, and assigned appropriate personnel to handle the party accused? (2)Has the Companyformulated standard operating procedures |
V | (1) Dishonest conducts can be reported through the "Feedback Box" and "Dedicated Email Account" and accepted by the personnel of the responsible department. (2) The Company has established the "Procedures for Ethical Management and Guidelines for Conduct" |
No major difference. |
41
| Assessment Item | Operational situation | Operational situation | Operational situation | Deviation from the Corporate Governance Best-practice Principles for TWSE/TPEx Listed Companies and the reasons therefor |
|---|---|---|---|---|
| Yes | No | Summarized Description | ||
| for investigation of reported cases, the follow-up measures to be taken after the investigation is completed, and a confidentiality mechanism? (3) Does the Company take measures to protect whistleblowers from being mistreated due to their whistleblowing behavior? |
to disclose the standard investigation procedures and related confidentiality mechanisms, and the relevant documents and materials are considered confidential files. All personnel involved in the process are responsible for the complete confidentiality of the process they are involved in. (3) The Company is responsible for the confidentiality of the whistleblower and has not acted improperly in anywaytowards them. |
|||
| 4. Enhanced disclosure of ethical corporate management information Does the company disclose the ethical corporate management policies and the results of its implementation on the companywebsite and MOPS? |
V |
(1) The Company shall, in a timely manner, disclose the information related to ethical management through the Market Observation Post System, annual reports, etc. |
No major difference. |
|
| 5. If the Company has formulated its own Corporate Governance Best-Practice Principles as per the “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies,”please specifythe difference between its operation and theprinciples: No major difference. |
||||
| 6. Anyother important information to facilitate a better understandingof the company's ethical managementpractices: None. |
(7) Other important information sufficient to enhance the understanding of the corporate governance must be disclosed together: None.
42
-
(8) Status of Internal Control System
-
Statement on Internal Control
UNIFLEX TECHNOLOGY INC.
Statement of Internal Control System
Date: February 24, 2025
The Company has conducted internal audits in accordance with its Internal Control Regulations for the period ended December 31, 2024, and hereby declares the following:
-
The Company acknowledges that it is the responsibility of the Board of Directors and managerial officers to establish, implement, and maintain the established internal control system. Its purpose is to reasonably ensure that operational effectiveness and efficiency (including income, performance, and asset safety) and reporting are reliable, timely, and transparent, as well as to ensure compliance with relevant regulations and laws.
-
Internal control systems have inherent limitations. No matter how well designed, an effective internal control system can only provide reasonable assurance regarding the achievement of the above three objectives. Additionally, the effectiveness of an internal control system may change due to changes in the environment and circumstances. Nevertheless, the internal control system contains self-monitoring mechanisms, and the Company takes immediate remedial actions in response to any identified deficiencies.
-
The Company evaluates the design and operating effectiveness of the internal control system based on the criteria provided in the "Regulations Governing the Establishment of Internal Control Systems by Public Companies" (herein below, the "Regulations"). The criteria adopted by the Regulations identify 5 components of internal control based on the process of management control: 1. control environment; 2. risk assessment; 3. control activities; 4. information and communication; and 5. monitoring operations. Each key component includes several items. Please refer to the provisions of the "Criteria" for the aforementioned items.
-
The Company has evaluated the design and operating effectiveness of the internal control system according to the Regulations.
-
In accordance with the aforementioned evaluation, the Company has found that the design and implementation of the internal control system (including the assessment and management of subsidiaries), as of December 31, 2024, including the efficacy of understanding operations, the efficiency of achievement of objectives, reliability in reporting, timeliness, and compliance with the relevant guidelines and laws, are effective and can reasonably provide assurance of the aforesaid goals.
-
This statement is an integral part of the Company's annual report and prospectus and will be made public. Any falsehood, concealment, or other illegality in the content made public will entail legal liability under Articles 20, 32, 171, and 174 of the Securities and Exchange Act.
-
This statement was approved by the Board of Directors on February 24, 2025. All the seven directors attending the meeting agree with the contents of this statement and approve its publication.
UNIFLEX TECHNOLOGY INC.
Chairman Tzyy-Jang Tseng
General Manager Richard Tseng
43
-
For those who appointed a CPA to review the internal control system, the CPA’s review report shall be disclosed: N/A.
-
(9) Major resolutions of shareholders’ meeting and board meetings in the last year and in the current year as of the date of publication of the annual report:
-
Resolutions of the Company's 2024 Annual Shareholders' Meeting
| No. | Resolved by the General Meeting of Shareholders. |
Implementation Status |
|---|---|---|
| 1 | The Company's annual business report and financial statements in 2023. |
It has been declared in accordance with applicable regulations. |
| 2 | The Company's appropriation for the loss for the year 2023. |
Resolved by the General Meeting of Shareholders. |
| 3 | Proposal for Regarding the Election of Seven Directors (Including Three Independent Directors) for the 13th Term of the Company. |
After approval by the shareholders' meeting, the registration of changes with the Ministry of Economic Affairs has been completed. |
| 4 | Proposal for Releasing the Non-competition Restrictions on the 13th Term Directors (Including Independent Directors) of the Company. |
Lifted after shareholders' meeting approval. |
2. Major Resolutions of the Board of Directors
| MeetingDate | Major Resolutions |
|---|---|
| 2024/2/22 | 1. Approved the Company's annual business report and financial statements for the year 2023. 2. Approved the Company's appropriation for the loss for the year 2023. 3. Approved the Company's distribution of employee remuneration and director remuneration for the year 2023. 4. Approved the Company's declaration of internal control system for the year 2023. 5. Approved the Company's annual operating plan and budget for the year 2024. 6. Approved the Company's annual capital expenditure plan for the year 2024. 7. Approved the Company's convention of the General Meeting of Shareholders for the year 2024. 8. Approved the period and place of acceptance of proposals from the shareholders holding more than 1% of the shares on the General Meeting of Shareholders for the year 2024. 9. Approved the election of seven directors (including three independent directors) for the 13th term of the company. 10. Approved the proposal for the subsidiary Uniflex Investment Limited to provide a loan to theCompany UNIFLEX TECHNOLOGY INC. |
| 2024/4/22 | 1. Approved the proposal to change and appoint the Company's certified public accountant for auditing financial statements. 2. Approved the Company's financial statements for the first quarter of 2024. 3. Approved the proposal to amend the Company's internal control system and internal audit system. |
44
| MeetingDate | Major Resolutions |
|---|---|
| 4. Approved the proposal to establish the "Operational Procedures for Loaning Funds to Others" for the subsidiary Uniflex Investment Limited (abbreviated as Investment). 5. Approved the proposal for the subsidiary Uniflex Investment Limited to provide a loan to the Company UNIFLEX TECHNOLOGY INC. 6. Approved the proposal for the nomination list of the 13th term of directors and independent directors for the Company's Board of Directors. 7. Approved the proposal to request for the shareholders' meeting's permission to lift the non-competition restrictions for the 13th term of directors(includingindependent directors)of theCompany. |
|
| 2024/7/5 | 1. Approved the re-election of Mr. Tzyy-Jang Tseng as Chairman of the Board. 2. Approved the appointment of members for the fifth Compensation Committee. |
| 2024/7/29 | 1. Approved the amendment the Company's "Rules of Procedure for Board of Directors Meetings". 2. Approved the addition of "Confidentiality and Document Management System for Offshore Securities Issuance and Listing" for the subsidiary Uniflex Technology (Jiangsu)Limited. |
| 2024/10/28 | 1. Approved the amendment of the Company's "Audit Committee Charter". 2. Approved the amendment of the Company's "Board Performance Evaluation Methods". 3. Approved the amendment of the Company's and its subsidiaries' "Internal Control System" and "Internal Audit System". 4. Approve the expense paid to CPAs for auditing the financial statements for the year 2024. 5. Approved the fund lending from the subsidiary Uniflex Investment Limited to the Company. 6. Approved the Company's distribution of employee remuneration and director remuneration for the year 2024. 7. Approved the evaluation of managers' compensation case. 8. Approved the Company's declaration of internal control system for the year 2025. |
| 2025/2/24 | 1. Approved the Company's annual operating plan and budget for the year 2024. 2. Approved the Company's annual capital expenditure plan for the year 2024. 3. Approved the Company's convention of the General Meeting of Shareholders for the year 2024. 4. Approved the capital reduction to cover the cumulative loss. 5. Approved the proposal for the Company to conduct a cash capital increase by issuing new shares. 6. Approved the amendments to the Company's Articles of Association. 7. Approved the definition of the scope of the Company's "Basic-Level Employees". 8. Approved the Company's declaration of internal control system for the year 2024. 9. Approved the Company's annual operating plan and budget for the year 2025. 10. Approved the Company's annual capital expenditure plan for the year 2025. 11. Approved theCompany's convention of theGeneral Meetingof |
45
| MeetingDate | Major Resolutions |
|---|---|
| Shareholders for the year 2025. 12. Approved the period and place of acceptance of proposals from the shareholders holding more than 1% of the shares on the General Meeting of Shareholders for the year 2025. 13. Approved the request for shareholders' meeting of 2025 to approve the addition of non-competition for members of the 13th Board of Directors. |
- (10) During the most recent year and up to the date publication of this annual report, if the directors had different opinions on important resolutions approved by the Board of Directors with records or written statements, the main content of the opinions: None
46
3. Information on CPA professional fees
- (1) Information on audit fees
Unit: NT$ thousand
| CPA Firm | Name of CPAs: |
Audit Period | Audit fees | Non-audit fees | Total | Remarks |
|---|---|---|---|---|---|---|
| PwC Taiwan |
Hsiao-Zi Zhou |
2024 | 2,790 | 1,080 | 3,870 | Note1 |
| Kuan- HungLin |
Note 1:Non-audit fees : Mainly pertaining to tax audit fees and sustainability report consulting fees.
-
(2) If the firm is changed and the audit expense paid in the year of such change is reduced compared with the year before the change, the amount of audit expenses before and after the change shall be disclosed and the reason for change: None.
-
(3) If the audit expense is reduced by more than 10% compared with the previous year, the amount, percentage and reason of the reduction in audit expense shall be disclosed: None.
4. Information of CPA Change:
| Date of Board Resolution | April 22, 2024 |
| Former CPA Firm | PwC Taiwan |
| Name of Former CPAs 1: | Hsiao-Zi Zhou |
| Name of Former CPAs 2: | Han-Chi Wu |
| New CPA Firm | PwC Taiwan |
| Name of newly appointed CPAs 1: | Hsiao-Zi Zhou |
| Name of newly appointed CPAs 2: | Kuan-Hung Lin |
| Reasons for changing the CPA | Internal rotation of the CPA firm |
| Explanation of whether the company actively terminated or | |
| did not continue to appoint the former CPA, or the former | |
| N/A. | |
| CPA actively terminated or did not continue to accept the | |
| appointment. | |
| Whether the financial reports that have been filed or will be | |
| prepared in the last two years have been adjusted by the | |
| None | |
| CPA or suggested for significant improvements in internal | |
| controls. | |
| Whether the company has any disagreements with the above | |
| adjustments or suggestions (if there are disagreements, | |
| please explain in detail the nature of each item, the | N/A. |
| company's original handling method and the final handling | |
| result,and the successor CPA's written opinion on each |
47
| item). | |
|---|---|
| Before the company officially appointed the successor CPA, | |
| did it consult the CPA on the handling of the former CPA's | |
| adjustments and suggestions and its possible opinion on the | N/A. |
| issuance of the financial statements (if so, please enter the | |
| questions asked and the results). | |
| Explanation of whether the former CPA is authorized to | |
| fully respond to reasonable inquiries from the successor | N/A. |
| CPA(includingthe aforementioned disagreements). | |
| Other matters that should be stated. | None |
5. Chairman, general manager, manager in charge of finance or accounting of the company (those worked for the firm of the CPA or its affiliated enterprises in the most recent year shall be disclosed for their names, titles and the periods during which they worked for the firm of CPA or its affiliates): None.
6. Any transfer of equity interests and/or pledge of or change in equity interests (in the last year and in the current year as of the date of publication of the annual report) by a director, managerial officer, or shareholder with a stake of more than 10%:
- (1) Change in equity interests by directors, managerial officers and major shareholders
| Title | Name | 2024 | 2024 | As of March 24, 2025 | As of March 24, 2025 |
|---|---|---|---|---|---|
| Increase (decrease) in the number of shares held |
Increase (decrease) in the number of shares pledged |
Increase (decrease) in the number of shares held |
Increase (decrease) in the number of shares pledged |
||
| Chairman | Hsin YangInvestment Corp. | - | - | - | - |
| Representative: Tzyy-JangTseng |
- | - | - | - | |
| Director | Hsin YangInvestment Corp. | - | - | - | - |
| Representative: Michael Shen(Note 1) |
- | - | - | - | |
| Director | Hsin YangInvestment Corp. | - | - | - | - |
| Representative: Vincent Chung(Note 2) |
- | - | - | - | |
| Director | Hsin YangInvestment Corp. | - | - | - | - |
| Representative: JerryKuo |
- | - | - | - | |
| Director/ General Manager |
Richard Tseng | (382,000) | - | - | - |
| Independent Director |
Chen-Fu Chien(Note 1) | - | - | - | - |
| Independent Director |
Jo-Lan Liu(Note 1) | - | - | - | - |
| Independent Director |
Sung-San Lee | - | - | - | - |
| Independent Director |
Wen-Ju Tseng(Note 2) | - | - | - | - |
| Independent Director |
Shu-Ju Chang(Note 2) | - | - | - | - |
| Senior Deputy General Manager |
West Lee |
(30,000) | - | - | - |
| Deputy General Manager |
Min-Ming Tsai(Note 3) |
(188,375) | - | - | - |
| Accounting Director |
Wen-Cheng Tsai | (166,000) | - | - | - |
48
| Title | Name | 2024 | 2024 | As of March 24, 2025 | As of March 24, 2025 |
|---|---|---|---|---|---|
| Increase (decrease) in the number of shares held |
Increase (decrease) in the number of shares pledged |
Increase (decrease) in the number of shares held |
Increase (decrease) in the number of shares pledged |
||
| Major shareholder |
UNIMICRON TECHNOLOGY CORP. (Note 1) |
- |
- | - | - |
| Note 1: Dismissed in June 2024 Note 2: Took office in June 2024 Note 3: Resign in November 2024 |
-
(2) If any counterparty of equity transfer is also a related party: None.
-
(3) If any counterparty of equity pledge is also a related party: None.
7. Top ten shareholders and their relatives with each other as related parties or their spouses and second-degree relatives
March 24, 2025 Unit: Shares ; %
| NAME | SHAREHOLDING OF INDIVIDUAL |
SHAREHOLDING OF INDIVIDUAL |
SHAREHOLDING OF SPOUSE OR MINOR CHILDREN |
SHAREHOLDING OF SPOUSE OR MINOR CHILDREN |
SHARES HELD THROUGH NOMINEES |
SHARES HELD THROUGH NOMINEES |
TITLES, NAMES AND RELATIONSHIPS BETWEEN TOP 10 SHAREHOLDERS (RELATED PARTY, SPOUSE, OR KINSHIP WITHIN THE SECOND DEGREE) |
TITLES, NAMES AND RELATIONSHIPS BETWEEN TOP 10 SHAREHOLDERS (RELATED PARTY, SPOUSE, OR KINSHIP WITHIN THE SECOND DEGREE) |
REMARKS |
|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Title (or Name) |
Relation | ||
| Unimicron Technology Corp. (Unimicron) |
12,989,716 | 13.37% | - | - | - | - | Hsin Yang | Hsin Yang's parent company |
|
| Hsin Yang Investment Corp. (Hsin Yang) |
10,885,165 | 11.20% | - | - | - | - | Unimicron | Subsidiary of Unimicron |
|
| Taiwan Surface Mounting TechnologyCorp. |
7,454,497 | 7.67% | - | - | - | - | - | - | |
| Yi-Wen Liu | 4,318,000 | 4.44% | - | - | - | - | - | - | |
| Han-LungKao | 2,595,000 | 2.67% | - | - | - | - | - | - | |
| Pi-Hui Chen | 1,395,474 | 1.44% | - | - | - | - | - | - | |
| Rongfeng Industrial Co., Ltd. |
1,013,550 |
1.04% | - | - | - | - | - | - | |
| Jung-Chun Huang | 998,333 | 1.03% | 826,000 | 0.85% | - | - | - | - | |
| Ching-Yuan Lin | 956,221 |
0.98% | - | - | - | - | - | - | |
| Ming-Fu Lu | 956,000 |
0.98% | - | - | - | - | - | - |
8. Total number of shares and total equity stake held in any single enterprise by the company, its directors, managerial officers, and any companies controlled directly or indirectly by the company
| December 31, 2024 Unit: thousand shares;% | December 31, 2024 Unit: thousand shares;% | December 31, 2024 Unit: thousand shares;% | December 31, 2024 Unit: thousand shares;% | |||
|---|---|---|---|---|---|---|
| Investee business | Ownership by the | Investment by Directors/Managerial Officers and Companies Directly or Indirectly Controlled by the Company |
Total Ownership | |||
| Company | ||||||
| Shares | Percentage | Shares | Percentage | Shares | Percentage of |
49
| of Ownership |
of Ownership |
Ownership | ||||
|---|---|---|---|---|---|---|
| Uniflex Investment Limited | 22,517 | 100.00 | - | - | - | 100.00 |
| Uniflex Technology (Jiangsu) Limited |
Note 1 | 100.00 | - | - | Note 1 | 100.00 |
| Uniflex GroupLimited | 1,100 | 100.00 | - | - | - | 100.00 |
Note 1: All are limited companies, so there are no shares recorded.
50
III. Fundraising Status
1. Capital and shares
-
(1) Source of Capital
-
Capital formation
Unit: shares / NT$
| Unit: shares | / NT$ | |||||||
|---|---|---|---|---|---|---|---|---|
| Year/ Month |
Par Value |
Authorized capital | Paid-in Stock | Remarks | ||||
| Shares | Amount | Shares | Amount | Source of Capital | Capital increased by assets other than cash |
Other s |
||
| 2024/ 1 |
11.0 | 450,000,000 | 4,500,000,000 | 97,159,793 | 971,597,930 | Cash capital increase of NT$300,000 thousand |
None | Note 1 |
Note 1: (2024)Letter No. 11330004650
- Share Type
Unit: Shares
| Unit: Shares | ||||
|---|---|---|---|---|
| Share Type | Authorized capital | Remarks | ||
| Number of shares issued |
Number of shares unissued |
Total | ||
| Registered Ordinary Shares |
97,159,793 | 352,840,207 | 450,000,000 | 20,000,000 convertible shares reserved for issuance of employee warrants |
-
Information on shelf registration: None
-
(2) List of major shareholders
March 24, 2025 Unit: Shares
| Capital Stock Name of major shareholder |
Shareholding | Percentage of Ownership |
|---|---|---|
| Unimicron Technology Corp. (Unimicron) |
12,989,716 | 13.37% |
| Hsin Yang Investment Corp. (Hsin Yang) |
10,885,165 | 11.20% |
| Taiwan Surface Mounting Technology Corp. | 7,454,497 |
7.67% |
| Yi-Wen Liu | 4,318,000 | 4.44% |
| Han-Lung Kao | 2,595,000 | 2.67% |
| Pi-Hui Chen | 1,395,474 |
1.44% |
| Rongfeng Industrial Co., Ltd. | 1,013,550 |
1.04% |
| Jung-Chun Huang | 998,333 | 1.03% |
| Ching-Yuan Lin | 956,221 | 0.98% |
| Ming-Fu Lu | 956,000 |
0.98% |
51
-
(3) Dividend Policy and Its Implementation
-
Dividend Policy
The Company's policy of distributing dividends, taking into account the Company's environment, shall be based on the Company's current and future investment environment, capital needs, domestic and foreign competitive conditions and capital budget, taking into account the interests of shareholders, balancing dividends and the Company's long-term financial planning, etc., and the Board of Directors shall draw up a distribution plan and report it to the Shareholders' Meeting every year in accordance with the law. Issuance of dividends to shareholders, of which cash dividends are 10% to 100% of the total dividend and stock dividends are 0% to 90% of the total dividend.
-
Dividend distribution proposal to be discussed at this shareholders' meeting: No dividend will be distributed in the current year by resolution of the Board of Directors.
-
Expected major changes in dividend policy: None.
-
(4) Effect on the Operating Performance and Earnings per Share of Distribution of Stock Dividends Proposed or Adopted in the Most Recent Shareholders' Meeting: None due to no allocation of shares in 2024.
-
(5) Employee and Director Remuneration
-
The ratio or range of employee and director remuneration specified in the company's articles of association:
According to the Articles of Association, if there is a profit in the company's annual profit (that is, the pre-tax gains are deducted from the profit before the assigned employee and the director's remuneration), it shall be allocated not more than 2% for the director's remuneration and 1% to 20% for the employee's remuneration, but if the company still has cumulative losses, it shall be compensated first.
The remuneration shall be distributed in cash or stock to the employees including the ones of the subordinate companies that meet certain criteria.
The remuneration of employees and the distribution of remuneration of directors and supervisors shall be decided by the board of directors with the consent of more than half of the directors out of more than two-thirds of the attending directors, and the report of the shareholders' meeting should be given.
- Basis for estimation of employee and directors’ remuneration in this period, basis for the calculation of the number of shares for stock dividends to employees, and accounting treatment if the amount paid out is different from the estimated amount:
52
For the year 2024, the company's Board of Directors has resolved not to distribute any employee and director remuneration, which is consistent with the estimated basis recorded in the accounts. The Company does not distribute employee remuneration by shares, so there is no impact.
-
The distribution of remuneration approved by the Board of Directors:
-
(1) Amount of employee and directors’ remuneration distributed in cash or stock: The Board of Directors resolved to not distribute the employee and director's remuneration , which is not different from the estimated amount recognized as expenses for the year.
-
(2) The amount of any employee remuneration distributed in stocks, and the size of that amount as a percentage of the sum of the after-tax net income stated in the parent company only financial statements or individual financial statements for the current period and the total employee remuneration: The Board of Directors resolved to not distribute the employee remuneration.
The Board of Directors has approved the employee remuneration proposal and not distributed the employee remuneration in stock, so it is not applicable.
- The actual distribution of employee and directors’ remuneration in the previous year:
Not applicable as no employee, director and supervisor remuneration is distributed for 2023.
- (6) The Company's repurchase of shares: None.
2. Handling of corporate bonds (including overseas corporate bonds): None.
3. Preferred Shares: None.
4. Global Depository Receipts: None.
5. Employee Stock Warrants and Restrictions on Employee Rights: None.
6. Issuance of New Shares in Connection with Mergers or Acquisitions or with Acquisitions of Shares of Other Companies: None.
7. Implementation of Capital Allocation Plans: None.
53
IV. Operation Overview
1. Business activities
-
(1) Scope of Business
-
Lines of business
-
(1) CC01080 Electronics Components Manufacturing
-
(2) CC01060 Manufacture of wired communication machinery and equipment.
-
(3) F113050 Wholesale of Computers and Clerical Machinery Equipment
-
(4) F113070 Wholesale of telecommunications equipment.
-
(5) F401010 International Trade
-
(6) CA04010 Surface Treatments
-
(7) CA03010 Heat Treatment
-
(8) CA01050 Steel Secondary processing
-
(9) All business items that are not prohibited or restricted by law, except those that are subject to special approval.
-
-
Weight of various lines of business
| Unit: NT$thousand;% | Unit: NT$thousand;% | Unit: NT$thousand;% | Unit: NT$thousand;% | |
|---|---|---|---|---|
| Year | 2023 | 2024 | ||
| Type of Product | Amount | % | Amount | % |
| Flexible printed | ||||
| 1,537,947 | 99.79 | 1,965,601 | 99.97 | |
| circuit board | ||||
| Others | 3,265 | 0.21 | 539 | 0.03 |
| Total | 1,541,212 | 100 | 1,966,140 | 100 |
- Products (Services) Currently Offered by the Company:
The Company is principally engaged in the manufacturing, processing and trading of multi-layer and flexible printed circuit boards (FPC, hereinafter referred to as FPC), and also provides customer with surface mount technology (SMT) services. Main product applications:
-
(1) Automotive electronics related applications
-
(2) Mobile phones, tablets, laptops and E-book readers
54
-
(3) Industrial control related products
-
(4) High-speed/high-frequency product related applications
-
(5) Metaverse concept products related applications
-
(6) Medical health and fitness products related applications
-
New products (services) planned to be developed
With the increasing complexity of electronic systems, circuit boards are not only evolving towards being lighter, thinner, flexible, and foldable, but also responding to customization demands, customer-end integration services have become a development trend. Our R&D center actively collaborates with customers to meet their needs for energy-saving, green energy, and intelligent products, while considering mobility and customized design. We are actively working with customers to continuously reduce production costs, increase product added value, enhance product features, and shorten the development and production cycles. We are investing in the development of new technologies as follows:
-
(1) High-speed high-frequency circuit board signal transmission technology
-
(2) Research on the development of low-power and high-precision flexible circuit board manufacturing processes
In terms of developing new applications of products, the Company is developing or intends to develop the applications of FPC in the niche market, in response to the fierce price competition in the consumer electronics market:
- (1) Flexible printed circuit boards for automotive electronics
- (2) Flexible printed circuit boards for mobile phones, tablets, laptops, and E-books
- (3) Flexible printed circuit boards for industrial control
- (4) Flexible printed circuit boards for high-speed/high-frequency products
- (5) FPC for Meta verse concept product applications
- (6) FPC for products related to medical health and fitness technology
-
(2) Industry Overview
-
Current status and development of the industry
The global flexible printed circuit board (FPC) market experienced significant growth during the pandemic period followed by subsequent adjustment fluctuations. Market size: In 2021, the global FPC output value reached a peak of approximately US$20
55
billion, followed by a slight decrease to approximately US$19.69 billion in 2022. In 2023, affected by slowing end-user demand and inventory adjustments, the market significantly declined to approximately US$18.36 billion. In 2024, with the recovery of the mobile phone and personal computer markets and the growth of automotive demand, the market is showing signs of warming up and is expected to rebound to US$19.7 billion, returning to positive growth in 2024. TPCA points out that as AI applications gradually become widespread in the mobile phone and computer markets, and electric vehicles continue to expand, the demand for FPC is expected to continue to heat up. The FPC market is projected to grow 5.2% in 2025, reaching US$20.72 billion.
==> picture [362 x 218] intentionally omitted <==
----- Start of picture text -----
Unit: billion US dollars 2021~2025 Global FPC Value
300 50%
Global FPC Value
250 39.7% Growth Rate 40%
30%
200
20%
150 7.3%
-1.7% 5.2% 10%
100 -7.9%
0%
50 -10%
0 202.7 199.3 183.6 197.0 207.2 -20%
2021 2022 2023 2024(e) 2025(e)
----- End of picture text -----
Data source: Taiwan Printed Circuit Association (TPCA)/Industrial Technology Research Institute (ITRI)
The global FPC industry is highly concentrated in Asia. In terms of production capital sources, Taiwanese manufacturers hold the leading position globally in overall scale, accounting for approximately 34.5% of production value in 2023, followed by Japanese and Chinese capital. Together, these three regions encompass nearly 90% of the market.
phones will drive replacement demand, and along with the completion of inventory clearance for older models, these factors should help revitalize demand for smartphone FPCs.
Another important growth driver comes from electric vehicles (EVs) and automotive electronics. Automotive electronics has experienced counter-trend growth in recent years, with the global automotive PCB production value increasing by approximately 14% in 2023 to reach 10.5 billion USD, raising its share of the overall PCB market from 11% to 13%. According to TrendForce research, the main growth in automotive PCB production value comes from the increased penetration rate of electric vehicles, with pure electric vehicles (BEVs) having an average PCB value per vehicle approximately 5-6 times that of traditional fuel vehicles. Among these, the electronic control system has the highest PCB value content within the vehicle, accounting for about half of the total PCB value of the vehicle. Currently, the BMS (Battery Management System) in the electronic control system primarily uses wire harnesses for connection. Under the trend of electric vehicle lightweighting, FPC (Flexible Printed Circuit) will be gradually adopted in the future, which will further increase the PCB value content in electronic control systems. Automotive FPCs account for approximately 17% of automotive PCBs, and with the increasing demand for electrification and autonomous driving, the proportion of automotive FPCs is expected to rise to 20% by 2026. Further boosting the value of automotive flexible circuit boards. In the areas of in-vehicle information displays, sensors, and lighting, the application of flexible circuit boards is also becoming increasingly widespread. Overall, automotive electronics has become an important growth point for the FPC industry, partially offsetting the impact of the slowdown in consumer products such as smartphones in recent years.
In terms of servers and high-performance computing, the new demands brought by the AI era have also begun to impact the FPC industry. On one hand, high-speed connections within data centers and high-end computing equipment require lowlatency, high-frequency transmission solutions, with traditional wiring harnesses gradually being replaced by high-speed flexible circuits. Flexium recently estimated that AI server-related applications will contribute a high single-digit percentage to its revenue in 2025, and this figure is expected to double again in 2026. On the other hand, end devices (such as smartphones and laptops) may add new sensing and transmission modules to enhance AI computing capabilities, further expanding the use of FPCs. Therefore, whether in cloud data centers or end devices, the fermentation of AI applications will benefit the demand for high-speed, high-density flexible circuit boards.
Other emerging applications, such as wearable devices, robots, and foldable equipment, are also bringing incremental demand for FPCs. Wearable devices (such as smartwatches, wireless earphones, AR/VR) emphasize thinness and flexibility, making FPCs the core of design due to their advantages in bend resistance, lightweight
57
properties, and high integration capabilities. Service/industrial robots' joints and vision modules require connections that can bend with movement, making FPCs an ideal solution that can enhance robot flexibility and reliability. In the drone sector, to pursue lightweight designs and vibration resistance, more and more control circuits are switching to flexible circuit boards, which helps extend flight time and withstand flight vibrations. In addition, the hinges of foldable phones must use highly bendresistant flexible circuit boards to connect the upper and lower screens. These products impose higher requirements on the repeated folding lifespan of FPCs, driving manufacturers to develop new materials and structures (such as special bend-resistant PI, structural reinforcement, etc.). In summary, the application landscape of FPCs will further expand from traditional information and communication products to automotive electronics, IoT terminals, and emerging smart devices.
58
- Relevance of upstream, midstream, and downstream industries
The Company is located in the midstream of the industrial chain, as shown in the upstream-downstream relationship diagram of the FPC industrial chain in Figure 1. The upstream is the raw materials of FPCs, and the downstream manufacturers include the system manufacturers and various electronic product manufacturers, as detailed below.
==> picture [545 x 560] intentionally omitted <==
----- Start of picture text -----
Polyamide resin Polyester resin Copper clad Adhesive
Copper clad Adhesive-free
Cover layer
laminate laminate
Ink
Upstream
Through-hole
plating
Etching fluid
Electroplating
chemical
Single-sided Double-sided Multi-layer Hard board
board board board
Midstream
Mektec, Career, Uniflex, FLEXium, Ichia, Sunflex and F- Unimicron and
Zhen Ding Compeq
Information Telecommuni Automotive Consumer Downs
related cations products electronics Displays tream
products
products
----- End of picture text -----
Figure 1 Upstream, Midstream and Downstream Relation Diagram of FPC Industry
59
(1) Upstream
The structure of the flexible circuit board mainly consists of a flexible copper clad laminate (FCCL) and a cover layer. The main materials of FCCL are copper foil and polyimide resin (PI); the main material of the cover layer is also polyimide resin (PI). The main relationship is as follows: first, FCCL is made from copper foil and PI, and then the flexible circuit board is made from FCCL, cover layer, reinforcing plate, anti-static layer, and other materials.
(2) Midstream
The midstream FPC manufacturers will further process the FCCLs purchased from the upstream manufacturers into a variety of FPC products, including single-sided boards, double-sided boards and multi-layer boards. It can also be distinguished according to the customer base; if the main downstream customer is module manufacturers, the FPC manufacturers are mostly as the professional soft board supplier featuring flexible production, rapid service and diversification of final product application; if the main downstream customer is system manufacturers, the FPC manufacturers are mostly FPC suppliers with a larger capital scale and can provide customers with all services in one-time purchase, featuring large equipment capital expenditure, and the needs to cooperate with customers to have high mass production capacity and a large number of SMT equipment. At present, the world's major FPC manufacturers have system manufacturers or their vendors as the main customers, and their final products are mostly mainstream consumer electronics products; driven by the large demand around the world, the overall revenue scale of the above FPC manufacturers increases.
(3) Downstream
When the FPCs can play its role of signal connection through the surface mount process, it will be delivered to the downstream system manufacturers or brand manufacturers for further assembly of electronic products. At present, the system manufacturers in great demand of mainstream FPCs are mostly manufacturers of smartphones, tablets, LED TVs, LED backlight computers, etc., such as Apple, Samsung, Huawei, OPPO, vivo, Mi, HTC, Asus and other international manufacturers, and the product demand has driven the development of the FPC industry. The downstream industry has developed for many years in Taiwan, driving the development of the entire electronic components industry; although certain high-end upstream raw materials still rely on Japanese manufacturers, major FPC manufacturers in Taiwan also face the situation of highly centralized single downstream customers, which results in slight reduction in operational flexibility, but overall, the upstream, midstream and downstream system chains of the FPC industry in Taiwan is quite complete.
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3. Product Development Trends
FPC technology is evolving toward high-density, automotive, and high-frequency high-speed directions, with new requirements from various applications driving product upgrades. The main development trends of these products are as follows:
(1) Ultra-fine-pitch FPC and multi-layer FPCs
The miniaturization and high functional density of smart devices require continuous reduction in FPC line width/spacing, with advanced processes now able to massproduce 30μm/30μm line width and spacing, and progressing toward 25μm level; some leading manufacturers (such as ZDT) have even claimed to achieve 10μm line width trial production capability. At the same time, the number of FPC layers continues to increase, and HDI (High Density Interconnect) structures are being introduced, with multi-stage blind vias and multi-layer stacking designs becoming increasingly common to enhance routing density. However, finer conductors and more layers also bring manufacturing challenges, such as blind via filling and board flexing reliability that need to be overcome. Overall, ultra-fine line and multi-layer FPC technologies will become the main development direction in the future, used for highdensity module connections in high-end smartphone motherboards, camera modules, AR/VR devices, and other applications.
(2) FPCs for high reflectivity LCD light bars
With the upgrade of display panel backlight technology, the application of FPC in LCD/LED backlights has received increased attention. Traditional FPC substrates (brown or yellow) absorb a certain amount of light. The new generation of high-reflectivity FPC enhances the reflection efficiency of LED backlights through the use of materials such as white coverlay, which can significantly improve backlight brightness and energy efficiency. These types of FPC light strips are widely used in laptop and TV backlight modules, meeting the display requirements for high brightness and low power consumption.
With the rise of Mini LED backlight technology in recent years, the demand for high-reflectivity FPC light strips has further increased. Mini LED backlighting is being gradually introduced in TVs, professional monitors, and Apple's high-end tablets/laptops. Its characteristic is the use of a large number of densely arranged LEDs for zone dimming, providing high brightness and high contrast display effects. Taking the 12.9-inch iPad Pro launched by Apple in 2021 as an example, it uses approximately 10,000 Mini LEDs for backlighting, divided into 2,500 control zones. Such a large number of LEDs require efficient FPC as carriers to ensure brightness and energy efficiency. Taiwan has achieved high-reflectivity, high-uniformity backlight strips by improving white solder mask materials and FPC layouts, meeting customers' stringent requirements for brightness and power efficiency.
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In the large-size LCD-TV field, Korean and Chinese mainland panel manufacturers are also actively adopting Mini LED backlighting to compete with OLED TVs. High-reflectivity FPC light strips are equally critical components, driving shipment growth for related FPC suppliers. According to the latest "MiniLED Backlight Market Tracker" from market research company Omdia, shipments of TV displays equipped with mini-LED backlight units will reach 6.2 million units by 2024. By 2025, Mini-LED backlight TV shipments are expected to reach 9.3 million units, exceeding OLED TV shipments of 7.5 million units for the first time.
- (3) Flexible printed circuit boards for automotive (including new energy) electronic products
The automotive electronification trend is creating new growth momentum for FPC. In traditional vehicles, FPC is mostly used as a wiring harness substitute in lighting, sensor, in-vehicle infotainment, and other systems. With the popularization of electric vehicles (EVs), Battery Management Systems (BMS) have become a new application: FPC is used for battery module connections, replacing bulky wiring harnesses, reducing weight by approximately 70% with the same current-carrying capacity while saving significant space. These battery FPCs have much larger dimensions than consumer FPCs, making manufacturing precision and yield control key technical challenges. In addition, new automotive features such as Advanced Driver Assistance Systems (ADAS) and smart cockpits also extensively use FPC to accommodate limited in-vehicle space and flexible design requirements. It is expected that as the penetration rate of ADAS, in-vehicle displays, and other technologies increases, the usage of FPC will continue to rise. Industry estimates suggest that the automotive FPC market could achieve an annual growth rate of 10% in the coming years.
According to TrendForce statistics, the global automotive PCB market size in 2023 reached approximately US$10.5 billion, accounting for 13% of the overall PCB production value, with a high annual growth rate of 14%.
A significant portion of this growth comes from increased penetration of FPC in vehicles. Japanese manufacturers have long been leaders in automotive FPC: Nippon Mektron has been supplying battery monitoring FPCs since the hybrid vehicle era and claims to have the highest global market share in automotive BMS flexible circuits. Other Japanese manufacturers such as Sumitomo Electric and Fujikura Electric also provide FPCs for in-vehicle cameras and antennas. Chinese and Taiwanese companies have also been actively entering the automotive market in recent years: Dongshan Precision acquired an automotive display manufacturer and expanded production lines for new energy vehicle FPCs; Zhen Ding Technology has been collaborating with automotive OEMs to develop products. On the Korean side, automotive FPCs were historically mostly
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supplied by Japanese companies, with Korean manufacturers having a limited share. However, with the development of domestic electric vehicles by Hyundai and others, Korean FPC manufacturers are also seeking opportunities.
(4) FPCs for high-speed/high-frequency signal transmission
Facing 5G and high-speed computing, FPC materials and design are evolving rapidly. In terms of mobile phone RF, traditional modified PI (MPI) materials have greater loss after entering the millimeter wave frequency band. When the frequency rises above 28GHz and 39GHz, liquid crystal polymer (LCP) or fluorine-based high-frequency materials need to be used to manufacture flexible antenna boards to reduce loss. For example, iPhone antenna modules have already adopted LCP flexible boards to meet the high-frequency, high-speed transmission requirements of the 5G era.
Beyond smartphones, high-speed transmission interfaces are also an important application for high-frequency FPCs. Modern laptops and tablets often use flexible circuits for high-speed internal connections to save space, but traditional PI flexible boards struggle with high-speed data transmission. High-speed interface FPCs are now transitioning to MPI or even LCP materials, combined with thicker copper foil and precise impedance control to ensure signal integrity. In data centers and high-performance computing equipment, to overcome the limitations of PCB trace distances, some manufacturers adopt "high-speed cable substitution (Flyover)" solutions, using FPCs to serve as high-speed connection channels between boards. This type of high-speed FPC connector typically uses low-loss LCP substrates to directly connect server motherboards and high-speed daughter cards (such as AI accelerator cards) with flexible flat cables, reducing transmission loss and latency. As AI servers' demand for high-speed interconnection surges, related high-speed FPC connection solutions have begun to attract attention. Taiwanese manufacturers such as ThinFlex have already laid out high-speed FPC product lines for AI servers.
Overall, high-speed, high-frequency flexible circuits (such as LCP flexible antennas and transmission lines) will play an increasingly important role in 5G smartphones, AI devices, data centers, and other fields.
(5) Other emerging applications
Wearable devices, robots, and foldable equipment, are also bringing incremental demand for FPCs. Wearable devices (such as smartwatches, wireless earphones, AR/VR) emphasize thinness and flexibility, making FPCs the core of design due to their advantages in bend resistance, lightweight properties, and high integration capabilities. Service/industrial robots' joints and vision modules require connections that can bend with movement, making FPCs an ideal solution that can enhance robot flexibility and reliability. In the drone sector, to pursue
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lightweight designs and vibration resistance, more and more control circuits are switching to flexible circuit boards, which helps extend flight time and withstand flight vibrations. Furthermore, the hinges of folding phones must use highly durable flexible circuit boards to connect the upper and lower screens. These products place higher demands on the repeated folding lifespan of FPCs, driving manufacturers to develop new materials and structures.
4. Competition
TPCA points out that in 2024, the US PCB market size has reached $3.98 billion, accounting for 4.9% of the global market share, ranking fifth globally. The main products include multilayer boards and HDI boards, applied in high value-added markets such as defense aerospace, industrial control, and medical equipment. In recent years, the US government has promoted industry localization through the Defense Authorization Act and the CHIPS and Science Act. For example, TTM Technologies is investing in a facility in New York state to produce UHDI boards, meeting military and industrial demands. However, domestic PCB production capacity in the US is limited, with import dependence on Taiwan and mainland China. Looking ahead to 2025, driven by defense orders and data center demand, the US PCB market is expected to grow by 6.8%.
At the same time, the European PCB market size in 2024 is approximately $2.1 billion, accounting for 2.6% of the global market. Among them, Austria's AT&S company performs excellently in the high-end substrate field, with products widely applied in automotive, semiconductor, and industrial control markets. However, Europe faces challenges of high labor and energy costs, with the Russia-Ukraine war further exacerbating energy price fluctuations, limiting its industrial competitiveness.
To enhance Europe's PCB industry, the EU proposed the "Full European HDI PCB and Assembly Supply Chain for Space and Industrial Segments" (abbreviated as FOUCSING) in March 2024, aiming to establish a competitive, sustainable, and independent PCB/HDI and assembly supply chain for the EU in space and industrial sectors, strengthening its market position through technological innovation and policy support.
TPCA points out that to promote domestic manufacturing, India has adopted policies such as taxation on mobile phones and electric vehicle products to attract foreign investment in factory establishment. Some mainland Chinese manufacturers have gradually set up production lines in India. If this development continues, related supply chain companies such as PCB manufacturers will inevitably relocate following terminal manufacturers. However, India's manufacturing industry still faces multiple structural bottlenecks, such as insufficient infrastructure, unstable power supply, talent shortage, and high dependence on neighboring countries for supply chains, which limit the development of the PCB industry.
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Additionally, although India imposes anti-dumping duties on PCB products from mainland China, these only target 6-layer PCB products, which also reflects that India's domestic PCB industry is not yet capable of supporting mid to high-end PCB manufacturing demands. In 2024, India's PCB market size is only $160 million, accounting for 0.2% of the global market. Therefore, how to overcome structural bottlenecks and enhance industrial competitiveness will become a key challenge for the Indian government in promoting manufacturing upgrades.
The world is focusing on the emerging PCB cluster in Southeast Asia. TPCA points out that with the escalation of the US-China trade and technology wars, Southeast Asia is attracting investment from global PCB benchmark enterprises due to its low costs and the scale of the ASEAN market. Thailand, Vietnam, and Malaysia in particular are receiving significant attention from investors. Southeast Asia is becoming an important new production cluster for PCB and represents a brand new battlefield.
In 2024, Thailand's PCB production value is estimated at $3.26 billion, making it the largest PCB producing country in Southeast Asia. In the early days, it served as an overseas production base for Japanese PCB manufacturers. With geopolitical forces driving terminal customers to demand "China+1" supply chain strategies, the Thai government has seized the opportunity to introduce multiple preferential investment policies. Depending on the importance, technology, and scale of investments, companies can enjoy up to 8 years of tax exemptions. To date, Thailand has attracted investments from over 40 PCB manufacturers from mainland China and Taiwan, and is expected to become Southeast Asia's largest PCB production cluster in the near future.
Vietnam, a global important manufacturing center for mobile phones, laptops, and other electronics, has already attracted investments from multiple Japanese and Korean PCB manufacturers such as Nippon Mektron, Meiko, and SEMCO to build factories. TPCA points out that in 2024, Vietnam's PCB production value is approximately $2.8 billion, making it the second largest PCB cluster in Southeast Asia. To further strengthen the electronics industry chain, Vietnam has introduced various preferential policies, including "4 years tax exemption, 9 years half-reduction," attracting investments from mainland China's Suntak, Kingboard, Founder, and Taiwan's Tripod, Chin-Poon and other companies. However, Vietnam's power infrastructure is overly dependent on hydroelectric power, causing serious seasonal power shortages, which has become one of the urgent challenges that Vietnam needs to solve.
Although Malaysia's PCB industry is relatively small in scale, driven by geopolitical factors, it accounts for 13% of the global packaging and testing market, establishing itself as a key hub for global semiconductor packaging and testing. Its PCB industry mainly focuses on the substrate sector, with core clusters located in Penang and neighboring Kulim. Leading companies including AT&S, Ibiden, TTM, and ASE have
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all established operations in this area.
However, due to Malaysia's focus on the semiconductor sector, domestic PCB supply is highly dependent on imports. TPCA points out that to promote the development of the PCB industry, the Malaysian Investment Development Authority (MIDA) offers high-tech enterprises up to 5 years of 100% income tax exemptions, attracting investments from companies such as Apex (6191-TW), Meiko Electronics, and CCL manufacturer Taiyo Yuden (2383-TW). However, Malaysia's PCB industry currently still relies on mainland China and Taiwan for materials and equipment supplies, and will need to further strengthen its infrastructure and supply chain integration capabilities in the future.
TPCA believes that as the global new landscape shifts to a diverse competitive pattern in the PCB industry, the development structure of the PCB industry is reshaping alongside geopolitical and industrial policy reorganization, demonstrating regional competitive characteristics. The US and European countries focus on high valueadded industries and autonomous supply chain development, while India's development potential has not been fully released due to infrastructure and talent bottlenecks; meanwhile, Southeast Asia can still rely on cost advantages and preferential subsidies to rapidly emerge as the biggest beneficiary of global supply chain restructuring.
At present, the Company's main revenue comes from FCPs for traditional vehicles, high-frequency and high-speed related products, displays, Industrial control related products, ultra-high reflectivity light bars and general consumer light bars, and the Company positioned itself as a professional FPC manufacturer and its competitive advantages include end customers from many fields, diversified product categories, high production schedule flexibility, extremely stable delivery and diversified product integration services. Focusing on the current fierce competition and increasingly low gross profit in product fields such as light bar, the Company is currently actively developing new production processes, new material applications and patents, and establishing strategic cooperative relationships with a number of manufacturers, not only to exchange in technology, but also to help each other develop new customers. In order to develop new markets and new applications, the Company will focus on the application fields of automotive, 5G antennas and transmission lines, Industrial control related products and high-reflectivity light bar related products in the future, with a view to creating differentiated market segments from competitors in Taiwan and establishing competitive advantages.
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(3) Technology and R&D Overview
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The R&D expenses spent in the most recent year and up to the publication date of this annual report
Unit: NT$ thousand
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| Year | ||
|---|---|---|
| 2023 | 2024 | |
| Item | ||
| R&Dexpenses | 77,903 | 82,593 |
| Operatingrevenue | 1,541,212 | 1,966,140 |
| R&D expenses as a percentage of | 4.20 |
|
| 5.05 | ||
| operatingrevenue(%) | ||
- Technologies or products successfully developed in the most recent year and up to the publication date of this annual report
The company is committed to the development and expansion of new products and advanced manufacturing processes. Our research is focused on diverse, high valueadded product areas while integrating multiple developed technologies to advance our production capabilities. This includes expansion of 5G high-frequency, high-speed transmission products, development and application of ESG low-carbon emission materials, expansion of micro-hole high thermal conductivity products, and applications for high-reflective three-dimensional texture products.
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(4) Long-term and Short-term Business Development Plans
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Short-Term Development Plan
The company's future strategic focus will still be on moving towards high value-added niche markets. In addition to expanding the original automotive electronics field, we will continue to develop and manufacture high-frequency material soft boards, as well as jointly develop new products with customers to meet their needs.
- Long-term Plan
The Company has the main advantages of delivery flexibility, fast service and diversified product integration services, and is committed to the improvement of production processes and technological excellence for a long time. The long-term process development plans are detailed below:
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(1) Multi-layer board process: Strengthen the mass production capacity of multilayer FPC, develop diversified and high-end product applications, and greatly improve production technology capabilities.
-
(2) Direct process: The dimensional stability of FPC is relatively large, and production requires the preparation of multiple base films, screens or mold tools, which is an extremely time-consuming and laborious process, leading to a decrease in production efficiency. As a result, we have invested in the development of automated equipment, where the entire production process is automated by the equipment, completely saving the costs and time associated with creating mold tools. This aims to achieve stable quality and quantitative demand, improve production processes, optimize production efficiency, reduce
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manpower requirements and operating costs, and enhance our company's competitiveness.
-
(3) Automation process: For the production of FPCs, a large number of manual production processes will be used; therefore the Company will invest in automation equipment to improve the quality stability and quantify the demand, purchase automation and testing equipment, improve production processes, and reduce labor demand and operating costs to improve the competitiveness of the Company.
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(4) Process and material patent layout: Continue to deploy materials and process structure patents in the consumer FCP field to maintain a competitive advantage in the market to enhance the Company's competitiveness.
2. Analysis of market and production and marketing situation
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(1) Market Analysis
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Major areas for sales (provision) of main products (services)
The Company is a professional manufacturer of flexible printed circuit boards, and its products can be classified as single-layer boards, double-layer boards and multilayer boards. The product sales regions are detailed below:
| Unit: NT$thousand;% 2024 Sales Amount % 438,631 22.31% 1,527,509 77.69% 1,966,140 100.00% |
Unit: NT$thousand;% 2024 Sales Amount % 438,631 22.31% 1,527,509 77.69% 1,966,140 100.00% |
|||
|---|---|---|---|---|
| Year Region |
2023 | 2024 | ||
| Sales Amount | % | Sales Amount | % | |
| Taiwan | 333,901 | 21.66% | 438,631 | 22.31% |
| MainlandChina | 1,207,311 | 78.34% | 1,527,509 | 77.69% |
| Total | 1,541,212 | 100.00% | 1,966,140 | 100.00% |
- Market share
The company's main product is flexible printed circuit boards. In 2024, the total production value of Taiwanese PCB manufacturers was NT$816.8 billion. In 2024, our company's net revenue was NT$1.966 billion, accounting for approximately 0.24% of the total.
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Supply and demand and growth potential of the market in the future
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(1) Demands
The demand trends in major downstream applications vary, presenting an overall pattern of diverse growth. In terms of smartphones, after experiencing a market downturn over the past two years, there is hope for a wave of device replacements driven by the introduction of AI functions and innovative designs for new devices. Analysis indicates that AI phone concepts (equipped with advanced AI
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processors, generative AI applications, etc.) will increase the FPC usage per device, and as folding phones gradually become more widespread, they will drive demand for high-end flexible circuit boards with superior folding endurance. Starting in 2024, it is expected that both the quantity and value of flexible circuit boards in each high-end smartphone will increase, providing support for overall FPC demand.
Automotive electronics is seen as the most promising medium to long-term growth driver, with global electric vehicle sales continuing to grow and traditional combustion vehicles accelerating their electronification, steadily driving up demand for automotive FPCs. In particular, modules such as battery management, millimeter-wave radar, and in-vehicle displays have a high dependence on flexible circuit boards, making the automotive sector estimated to be one of the fastest-growing markets for FPCs. In the computer and server sector, although demand for personal computers is weak, the rise of AI servers and highspeed network equipment brings opportunities for high-end flexible circuit board applications (such as high-speed connection boards inside servers). In terms of wearable devices, the demand for smartwatches, wireless earphones, and AR/VR equipment continues to expand, with FPCs becoming a core design element due to their lightweight, bend-resistant, and high integration characteristics. In the robotics field, FPCs can be applied to mechanical joints, vision systems, and wireless communication modules. The drone market is growing with logistics, agricultural, and military demands, where FPCs enhance drone endurance and performance through their lightweight and vibration-resistant characteristics.
According to research by Grand View Research, the global flexible printed circuit board market size is expected to grow at a compound annual growth rate of 13.7% from 2025 to 2030. The emergence of smart packaging solutions has brought new breakthroughs in the application of FPCs for high-density integration and miniaturized electronic components. Driven by various factors across different industries, the flexible printed circuit board market is experiencing strong growth.
(2) Supply
To respond to the growing demand in the coming years, the global FPC industry supply side is showing positive trends in capacity expansion and technological upgrades. In terms of regional layout, major manufacturers are actively seeking new production bases outside of mainland China, with Southeast Asia being a particularly hot investment destination. Thailand and Vietnam have attracted several Taiwanese, Japanese, Korean, and Chinese manufacturers to establish a presence, as companies aim to improve market response speed by being closer to customers, in order to meet orders from American clients and the local demand for automotive electronics and smartphone markets. Compared to the past concentration of production capacity in mainland China, the layout in Southeast
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Asia will make the global FPC supply landscape more diverse and dispersed. The United States, Japan, and Europe have also begun to promote domestic production of PCB/FPC due to geopolitical risk considerations, but in the short term, capacity growth will still be primarily in Asia.
At the technology investment level, despite the economic slowdown in 20222023, FPC manufacturers have not reduced their capital expenditure and continue to invest in advanced process equipment to prepare in advance for future demand. In particular, as demand heats up for high-end FPC products such as ultra-fine circuits, multi-layer boards, and low-loss materials (like LCP, MPI), manufacturers are actively purchasing advanced exposure machines, precision alignment equipment, laser drilling machines, and high-frequency testing instruments to enhance their production technology capabilities in response to the high-specification requirements brought by products such as foldable phones, 5G devices, and automotive radar systems.
Overall, the FPC industry has been gradually recovering since 2024, especially in the automotive and high-speed transmission fields with higher technical barriers, where prices and profits remain relatively stable; in contrast, more standardized low-end consumer products may face price pressure due to capacity expansion by Chinese manufacturers.
4. Competitive niches
(1) Strong Management Team
The Company has manufactured and market flexible PCBs for more than 30 years, and the operating team has accumulated rich and valuable experience of marketing, manufacturing and management in the PCB industry. Among them, there are many members with rich manufacturing and R&D experience in this industry, leading the technical team to the development of higher-level products and technologies, not only to continuously improve the original product process, actively promote the automation and process rationalization and improve product yield, but also invest in the Company's operation and management, and be committed to product R&D and technology improvement, creating advantages to the Company in the future competition within the industry.
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(2) Strong Customer Relationships
Currently, The company's main sales targets are well-known large enterprises, and both parties maintain a stable business relationship. The company's order policy takes into account customers and product portfolios in order to achieve economies of scale in production and pursue profitability, resulting in stable orders.
(3) High Product R&D Capabilities
In order to meet the demand for lightweight and compact electronic products in the future, the Company has developed ultra-fine PCBs, multi-layer FPCs, FPCs for metaverse-related applications, 5G high-frequency and high-speed applications, and medical and health applications, and developed unique products or gave new value to existing products. In addition to new product R&D capabilities, the Company also has the technology R&D capabilities recognized by world-renowned manufacturers and is actively developing new products currently.
- The favorable and unfavorable factors for future development and countermeasures
(1) Favorable factors:
- A. The product has wide applications, and the industry has a promising development prospect.
In recent years, with the multi-functional, lightweight and slim electronic products become mainstream in the market, there is more room for the development of FPC technologies and applications, covering computers, communications, automobiles and consumer electronics. From 2024 to 2028, the main growth points of electronic products are AI, servers (edge computing, cloud-related applications), Internet of Things (IoT), new energy vehicles, smart wearable devices, and metaverse.
- B. Complete Supply Chain System in the Industry
Driven by the continuous development of the downstream electronics industry, a complete industry system has been established as the copper clad laminate and cover layer of the upstream raw materials can be produced by a number of domestic manufacturers and related supports can be provided by processing manufacturers. The Company's raw materials are mainly copper clad, cover layer and electronic parts, and have maintained a good cooperative relationship with major suppliers for a long time, thus stable supply of raw materials can be guaranteed.
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(2) Unfavorable Factors and Countermeasures
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A. The industry is polluting, and the environmental awareness has risen
During the production process of PCB boards, the generated wastewater and waste must be effectively treated and managed. In recent years, environmental awareness has risen in the country, and the relevant environmental protection regulations have become increasingly stringent. To strengthen pollution prevention operations, investment in equipment and regular maintenance are required to meet environmental protection needs.
Countermeasures:
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I. After the primary treatment, the Company discharges the wastewater to the wastewater treatment plant in the industrial zone for secondary treatment to remove residual pollutants in the water to meet the wastewater discharge standards; the waste treatment is entrusted to the treatment plant under the EPA contract.
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II. In order to strengthen the prevention and control of pollution, the Company not only designates specialist to be in charge of the pollution prevention and control, but also constantly monitors the emissions. In recent years, the Company has continuously added environmental protection equipment in response to the global environmental awareness of common concern, in addition to meet applicable environmental protection regulations.
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B. Labor Costs Increased Year by Year
The process of the FPC is more complex, requiring the use of many advanced precision equipment and technologies, and the demand for talents is relatively high. In addition, with the increasingly refined product specifications, there is still a certain demand for labor considering the yield improvement and product quality control. Due to the labor shortage and increasing wage costs in Taiwan, human resources policies need to be continuously adjusted.
Countermeasures:
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I. Purchase automated and semi-automated testing equipment, improve the production process, and reduce the dependence of some processes on manpower.
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II. introduce foreign employees through legal channels and provide longterm professional training to solve the problem of labor shortage in Taiwan.
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- C. Intensifying Competition in the Downstream Industry
In recent years, due to the fierce competition in electronic products and the reduction of gross profit, downstream electronic manufacturers have asked upstream suppliers to reduce prices, so that FPC manufacturers face the competition in product quality and price.
Countermeasures:
- I. Continuously improve the production process and product, develop new production processes, upgrade automated equipment and technologies, electronize the manufacturing management system to shorten the delivery period, carry out design in collaboration with customers to shorten the product development period and improve the product yield, quickly support product portfolio changes, actively consolidate existing customer base and develop potential customers, and increase technical differences from other manufacturers in the industry to win new markets.
- II. Actively develop high-added-value flexible printed circuit boards to ensure the Company's competitive advantages in the market segment, improve profit margins, and avoid vicious product competition.
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(2) Major Usages and Manufacturing Processes for Main Products
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Primary functions for main products
FPC is a composite product composed of flexible copper clad laminate and insulating resin, in which the photo-lithography technology is used to etch graphical wires on the flexible laminate. It is used as the signal transmission medium of electronic products, for bearing loads of electronic components and connecting circuits of various components. It has the functions of traditional cable circuits, PCBs, and multifunctional integration system for concurrently connecting various components. Due to its characteristics of continuous automated production, improved wiring density, light weight, small size, reduced wiring errors, flexibility and flexible change in shapes, etc., it is widely used in consumer electronics products. These products are primarily used in laptops, smartphones, tablets, e-books, digital cameras, industrial control products, TVs, wearable devices, smart homes, medical diagnostics and fitness-related products, automotive electronics, metaverse, high-speed/high-frequency advanced consumer products, and computer peripherals.
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Production processes of main products
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(1) At present, the Company's basic manufacturing process for roll-to-roll FPCs is shown in Figure 2:
==> picture [435 x 141] intentionally omitted <==
----- Start of picture text -----
Roll to Roll process
RTR RTR Drilling RTR Copper RTR Exposure RTR Etching
RTR AOI RTR CVL RTR LPI Surface treatment Processing
LPI is a RTR process
Electrical Punching Appearance Packaging If the LPI process is not
inspection
required, the materials will be
cut into slices after the CVL
----- End of picture text -----
Figure 2 Basic Production Process of roll-to-roll FPCs
- (2) At present, the Company's basic manufacturing process for sheet to sheet FPCs is shown in Figure 3:
==> picture [435 x 141] intentionally omitted <==
----- Start of picture text -----
Sheet to Sheet process
Cut Mechanical Drilling Copper Exposure Etching
AOI CVL LPI Surface treatment Processing
Electrical Punching Appearance Packaging
inspection
----- End of picture text -----
Figure 3 Basic Production Process of sheet to sheet FPCs
- (3) The Company's current SMT basic manufacturing process is shown in Figure 4:
==> picture [435 x 155] intentionally omitted <==
----- Start of picture text -----
SMT production
Automatic tin Tin thickness 12-zone reflow
Mass production SMD loading
plating measurement soldering
Board collection Back-end Processing and
and sampling AOI inspection ICT, O/S testing
depaneling assembly
inspection
Punching, Appearance Packaging
forming inspection
----- End of picture text -----
Figure 4 Basic Production Process of SMT
- (3) Supply of Main Raw Materials
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The Company's main raw materials include FCCL, cover layer, gold salt and electronic components. At present, in addition to the main suppliers, the company also maintain relationship with two other suppliers to ensure the stability of supply sources.
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(4) Lists of Major Suppliers and Customers
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List of Major Suppliers
List of manufacturers accounting for more than 10% of the total purchase amount in any of the last two years:
Unit: NT$ thousand
| Unit: NT$ thousand | Unit: NT$ thousand | Unit: NT$ thousand | ||||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2024 | |||||||
| Proportion | Proportion | |||||||
| in net | in net | |||||||
| Relationshi | Relationship | |||||||
| purchase | purchase | |||||||
| Item | Name | Amount | p with the |
Name | Amount | with the |
||
| amount for | amount for | |||||||
issuer |
issuer |
|||||||
| the year | the year | |||||||
| (%) | (%) | |||||||
| 1 | Vendor A | 71,316 | 10.11% |
None | Vendor A | 53,912 | 5.70% |
None |
| 2 | Others | 634,410 | 89.89% | - | Others | 891,651 | 94.30% | - |
| Net | Net | |||||||
| 705,726 | 100.00% |
- | 945,563 | 100.00% |
- | |||
| purchase | purchase | |||||||
Reason for increase or decrease: No significant change in major suppliers in the past two years.
- List of Major Customers
List of customers accounting for more than 10% of the total sales amount in any of the last two years:
Unit: NT$ thousand
| 2023 | 2023 | 2024 | 2024 | |||||
|---|---|---|---|---|---|---|---|---|
| Proportion | Proportion | |||||||
| in net sales | Relationshi |
in net sales | Relationship |
|||||
| Item | Name | Amount | amount for | p with the |
Name | Amount | amount for | with the |
| the year | issuer | the year | issuer | |||||
| (%) | (%) | |||||||
| Customer | Customer | |||||||
| 1 | 471,774 | 30.61% | None | 577,503 | 29.37% | None | ||
| D | D | |||||||
| Customer | None | Customer | None | |||||
| 2 | 200,680 | 13.02% | 547,886 | 27.87% | ||||
| A | A | |||||||
| Customer | None | Customer | None | |||||
| 3 | 191,129 | 12.40% | 174,750 | 8.89% | ||||
| E | E | |||||||
| Others | 677,629 | 43.97% | Others | 666,001 | 33.87% | |||
| Net sales | 1,541,212 | 100.00% | - | Net sales | 1,966,140 | 100.00% | - |
Reason for increase or decrease: No significant changes in major customers over the past 2 years.
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3. Number of employees, average years of service, average age and education background distribution of employees in the last two years and in the current year as of the date of publication of the annual report
| Unit: Person | Unit: Person | Unit: Person | ||
|---|---|---|---|---|
| Year | 2023 | 2024 | March 24,2025 | |
| Number of employees |
Direct Employees | 867 | 1,006 | 999 |
| Indirect Employees | 376 | 377 | 361 | |
| Total | 1,244 | 1,383 | 1,360 | |
| Average age | 34.93 | 35.03 | 33.97 | |
| Average length of service | 5.31 | 5.08 | 4.74 | |
| Distribution Ratios of Education Backgrounds (%) |
Doctoral Degree | - | - | - |
| Master’s Degree | 3.32% | 5.52% | 5.34% | |
| College/University | 34.29% | 25.96% | 26.42% | |
| Senior high school | 47.23% | 37.10% | 41.17% | |
| Below senior high school |
15.16% | 31.42% | 26.85% |
4. Disbursements for environmental protection
In the current fiscal year and up to the date of printing of the annual report, disclose any losses (including compensation and violations of environmental protection regulations identified by environmental inspections, specifying the date of penalty, penalty document number, violated laws and regulations, details of the violation, and penalty content) due to environmental pollution, as well as estimates of current and potential future amounts, and corresponding countermeasures. If a reasonable estimate cannot be made, state the facts that prevent a reasonable estimate: None.
5. Labor relations
-
(1) Employee Benefit Plans, Continuing Education, Training, and Retirement Systems and the Status of Their Implementation, and the Status of Labor-management Agreements and Measures for Preserving Employees' Rights and Interests
-
Employee Benefits
-
(1) In addition to the general benefits such as labor insurance, health insurance and pension payment, the Company also provides the following benefits: year-end bonus, core key talent bonus, May Day gift, birthday gift, Dragon Boat Festival gift, Mid-Autumn Festival gif, performance bonus, incentive bonus, dividend bonus, improvement proposal reward, employee group insurance, employee dormitory, regular health inspection, health and education service, employee marriage and bereavement subsidy, employee hospitalization, maternity subsidy, domestic and foreign travel subsidy, model employee selection, year-end dinner, providing assistance in on-the-job training, education, training lectures and other benefits.
-
(2) The company legally established an employee welfare committee on June 14, 1998, and registered with the Taichung City Government (No. 87 Fu Lao Fu Zi
-
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13736) in accordance with the law. The welfare committee members are elected proportionally from various departments, holding regular meetings and reelecting welfare committee members. The welfare committee formulates an annual plan every year, planning and organizing employee welfare activities, including: distributing gifts or bonuses during holidays, providing emergency relief, organizing club activities, various competitions, employee group tours, family days, signing up for preferential treatment at designated stores, and other activities.
2. Employee Education and Training
In order to match the development goals of the Company, all employees can enrich the awareness, skills and knowledge on quality, harmful substances, environment, safety and health through education and training, which enable the employees to improve the work quality and efficiency, drive the maintenance of environment, safety and health systems, to achieve high quality, no discharge of dangerous substances, and environment, safety and health goals, meet the customers' requirements for substance management in their sites, improve the business operations, so as to satisfy customers' demand and increase competitive advantages in the market.
3. Retirement System and Implementation
In accordance with the Labor Standards Act, our company implements the old labor pension system, with the company contributing 2% of the total monthly salary as retirement funds, which are deposited into a dedicated account at the Bank of Taiwan.
In accordance with the provisions of the Labor Standards Law, the Company implemented a new system of labor retirement, and the Company appropriated the employee retirement pension (not less than 6% of the salary) to the employee's personal retirement account on a monthly basis.
Uniflex (Jiangsu) shall contribute pension insurance at a fixed monthly rate of the total salaries of local employees in accordance with the pension insurance system stipulated by the government of the People's Republic of China.
4. Collective Bargaining Agreement
The coordination of labor-capital relationship has always been the focus of the Company. The promotion of the Company's policies and the understanding of employees' opinions are carried out in open two-way communications to maintain a harmony relationship between both parties.
- Measures for Protecting Employees' Rights and Interests
In addition to the establishment of the Employee Welfare Committee in accordance with the law to coordinate the planning, allocation, keeping, utilization and related
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matters stipulated by relevant laws and regulations, the Committee acts as a bridge between both parties, and the Company will maintain various rights and interests and implement the welfare system according to laws and regulations.
- (2) List the losses suffered as a result of labor disputes in the last year and in the current year as of the date of publication of this annual report (including punishment as a result of labor audit for violation of the Labor Standards Act; the date of punishment, number of notice for such punishment, violated articles, and details of punishment shall be listed), and disclosure of current and future estimated amount of loss and countermeasures (if reasonable estimates cannot be made, the facts that cannot be reasonably estimated shall be stated): None.
6. Cyber Security Management:
-
(1) Cyber security risk management architecture, cyber security policy, specific management plan and resources invested in cyber security management.
-
Cyber security risk management framework
Although the Company has not yet established a cyber security management department, it has strengthened the information security management to ensure the confidentiality and integrity of its information, and will conduct information security inspections at irregular intervals.
-
Information Security Policy:
-
(1) Important information systems or equipment have established appropriate backup, redundancy or monitoring mechanisms to maintain their availability.
-
(2) PCs are equipped with antivirus software and regularly updated with virus codes, and the use of unauthorized software is prohibited.
-
-
Specific management plans and resources put in information security management
-
(1) Network and computer system security management.
-
(2) Set up a file management system where important data is uploaded and set the access permissions to the system.
-
(3) Set up firewalls, regularly back up profiles, and maintain network equipment and servers on a regular basis.
-
-
(2) The losses suffered in the last year and in the current year as of the date of publication of this annual report as a result of major cyber security incidents, their possible effects and countermeasures (if reasonable estimates cannot be made, the facts that cannot be reasonably estimated shall be stated):
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In the last year and in the current year as of the date of publication of this annual report, the Company has not suffered losses due to major cyber security incidents.
7. Important contracts
| March 24,2025 | March 24,2025 | |||
|---|---|---|---|---|
| Nature of | Parties | Restrictive | ||
| Contract Duration | Main contents | |||
| contracts | involved | covenants | ||
| Shanghai | ||||
| Commercial & | Loans on land or plant | |||
| Long-term loans | 2021/8/11-2033/8/11 |
None | ||
| Savings Bank, | mortgage | |||
| Ltd.(SCSB) |
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V. Review and analysis of financial position and financial performance, and listing of risks
1. Financial position
| Unit:NT$ thousand | Unit:NT$ thousand | |||
|---|---|---|---|---|
| Year Item |
2023 | 2024 | Difference | |
| Amount | % | |||
| Current asset | 1,429,651 | 1,410,743 |
(18,908) |
(1.32%) |
| Property, plant and equipment |
439,985 | 404,711 |
(35,274) |
(8.02%) |
| Intangible assets | 2,483 | 1,267 |
(1,216) |
(48.97%) |
| Other assets | 66,747 | 56,679 |
(10,068) |
(15.08%) |
| Total assets | 1,938,866 | 1,873,400 |
(65,466) |
(3.38%) |
| Current liabilities | 1,007,826 | 1,105,334 |
97,508 |
9.68% |
| long-term liabilities | 275,928 | 300,833 |
24,905 |
9.03% |
| Other liabilities | 3,034 | 1,432 |
(1,602) |
(52.80%) |
| Total liabilities | 1,286,788 | 1,407,599 |
120,811 |
9.39% |
| Capital Stock | 971,598 | 971,598 |
0 |
0.00% |
| Capital Surplus | 39,402 | 395 |
(39,007) |
(99.00%) |
| Retained earnings | (270,986) | (440,461) | (169,475) | (62.54%) |
| Shareholders' equity and other adjustments |
(87,936) | (65,731) | 22,205 | 25.25% |
| Total shareholders’ equity |
652,078 | 465,801 |
(186,277) |
(28.57%) |
| Main reasons for major changes (any changes of more than 20%, and the amount of changes of more than NT $10,000,000) and their impact: 1. Decrease in capital surplus: mainly due to the execution of loss offsetting operations. 2. Decrease in retained earnings: mainly due to losses in 2024. 3. Increase in shareholders' equity and other adjustment items: mainly due to the impact of unrealized gains and losses of financial assets measured at fair value through other comprehensive income and cumulative translation adjustments. 4. Decrease in shareholders' equity: mainly due to the impact of decreased retained earnings. |
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2. Financial performance
- (1) Main reasons for major changes in operating income, net operating income and net income before tax in the last two years
| Unit:NT$ thousand | Unit:NT$ thousand | Unit:NT$ thousand | Unit:NT$ thousand | Unit:NT$ thousand |
|---|---|---|---|---|
| Year Item |
2023 | 2024 | Increase/Decrease Amount |
Change Ratio (%) |
| Operatingrevenue | 1,541,212 | 1,966,140 |
424,928 |
27.57% |
| Operatingcosts | 1,553,910 | 1,921,231 |
367,321 |
23.64% |
| Grossprofit | (12,698) | 44,909 | 57,607 |
453.67% |
| Operatingexpenses | 271,847 | 278,865 |
7,018 |
2.58% |
| Operating profit or loss | (284,545) | (233,956) | 50,589 | 17.78% |
| Non-Operating Income and Expenses: |
21,603 | 31,152 |
9,549 |
44.20% |
| Net loss before tax | (262,942) | (202,804) | 60,138 | 22.87% |
| Tax expense | (8,043) | (5,678) | 2,365 | 29.40% |
| Consolidated total profit/loss |
(270,985) | (208,482) | 62,503 | 23.07% |
| Main reasons for major changes (any changes of more than 20%, and the amount of changes of more than NT $10,000,000) and their impact: 1. Increase in operating revenue: mainly due to the market recovery in 2024 and the contribution from mass production of newly developed customers, driving revenue growth benefits. 2. Increase in operating costs: mainly due to the impact of increased operating revenue. 3. Increase in gross profit: mainly due to the impact of increased operating revenue and related cost fluctuations. 4. Decrease in net loss before tax: mainly due to the benefits of decreased operating net loss and increased non-operating income. 5. Decrease in consolidated total loss: mainly due to the differential impact of net loss before tax and income tax. |
- (2) The expected sales and their basis, the possible impact on the company's future financial business and the response plan:
Comprehensively deploy automated, unmanned, standardized production system to fully improve the production efficiency, reduce human errors, standardize documents, implement a rolling internal adjustment mechanism, such as product structure, organizational structure and customer diversification, and vigorously develop diversified products, such as FPCs for automotive lighting products, metaverse-related products, new energy vehicle-related softboards, 5G applications and medical and health applications, while the entire output is mainly based on changes in the overall economic environment, industrial trends and the Company's future development direction, and considering the Company's recent operating situation.
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3. Cash flows
- (1) Instructions for Changes in Cash Flows in the Last Year (2024)
Unit: NT$ thousand
| Unit: NT$thousand | Unit: NT$thousand | ||||
|---|---|---|---|---|---|
| Beginning cash balance, a |
Net cash outflow from operating activities for theyear b |
Cash inflow throughout the year, c |
Cash remaining (deficit) amount a-b+c |
Remedial measures for cash flow deficit |
|
| Investment Plan |
Financial Plan |
||||
| 379,963 | 302,364 | 143,123 | 220,722 | - | - |
| (1) Reasons for significant changes in cash flows in the last year: Operating activities: Net cash outflow due to operating losses. Investing activities: Net cash inflow generated from acquiring financial assets measured at amortized cost and paying for equipment. Financing activities: Net cash inflow generated from short and medium-term borrowings. (2) Remedial measures for cash inadequacy: Not applicable. |
-
(2) Improvement plan for insufficient liquidity: No concerns about insufficient liquidity.
-
(3) Cash Liquidity Analysis for the Coming Year (2025):
| Unit: NT$thousand | Unit: NT$thousand | ||||
|---|---|---|---|---|---|
| Beginning cash balance, a |
Estimated net cash outflow from operating activities throughout the year,b |
Estimated annual cash inflow, c |
Estimated cash balance (inadequacy), a-b + c |
Remedial measures for cash flowdeficit Investment Plan Financial Plan |
|
| Financial Plan |
|||||
| 220,722 | 26,065 | 47,097 | 293,884 | - | - |
4. Effect on financial operations of any major capital expenditures in the last year: None.
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5. Reinvestment policy in the last year, main reasons for profits/losses generated thereby, plan for improving reinvestment profitability, and investment plans for the coming year
Unit: NT$ thousand
| Investee business |
Investment Policy |
Main Business Activities |
Investment Profit (Loss) Recognized for the Year 2023 |
Reason for profit or loss | Improvement plan |
Investment plan for the coming year |
|---|---|---|---|---|---|---|
| Uniflex Investment Limited |
Reinvestment to the |
As a holding company, this is due to the |
None | None | ||
| subsidiary in | Holding | 9,925 | recognition of investment | |||
| Mainland China(Jiangsu) |
company | gains and losses under the equity method. |
||||
| Uniflex Technology (Jiangsu) Limited |
Production and sales of FPC |
FPC | This is mainly due to the benefits from market |
None | None | |
| 9,960 | recovery and the contribution from mass |
|||||
production of newly developed customers. |
||||||
| Uniflex Group Limited |
Reinvestment to the subsidiary in Mainland China(Jiangsu) |
Holding company |
0 | None | None | None |
6. Analysis and assessment on risks
-
(1) Impact of changes interest rate and exchange rate and inflation on the Company's profit and loss and future countermeasures
-
Impact of changes in interest rate on the Company's profit and loss and future countermeasures
| Unit: NT$thousand | Unit: NT$thousand |
|---|---|
| Year Item |
2024 |
| Interest expense | 17,101 |
| Net revenue | 1,966,140 |
| Percentage of interest expense in net operatingincome |
0.87% |
Source: Annual Financial Report 2024 Audited and Signed by CPAs
The interest expense accounts for only about 0.87% in the total operating income of the Company in 2024, so the change in interest rate has little impact on the Company's profit and loss in the short term. The Company's countermeasures to changes in interest rates are based on sound and pragmatic financial management, and include maintaining a sound financial structure and solvency as a favorable bargaining chip with financial institutions, closely liaising with banks to obtain more favorable borrowing rates, and adjust short-, medium- and long-term financing lines in
83
accordance with interest rate conditions in a timely manner to reduce the impact of changes in interest rates on the Company's finances.
- Impact of changes in exchange rate on the Company's profit and loss and future countermeasures
| Unit: NT$thousand | Unit: NT$thousand |
|---|---|
| Year | |
| 2024 | |
| Item | |
| Net foreign exchangegains | 24,525 |
| Net revenue | 1,966,140 |
| Percentage of convertible income in net | |
1.25% |
|
| operatingincome | |
Source: Annual Financial Report 2024 Audited and Signed by CPAs
The foreign exchange gain accounts for 1.25% in the total operating income in 2024, mainly due to changes in international short-term exchange rates, and so the change in exchange rate has little impact on the Company's profit and loss. The Company's main purchases and sales are counted in US dollars, and the fair market price will change with exchange rate fluctuations, so the international trend of the US dollar is closely related to the Company's foreign exchange gains and losses. In order to avoid the potential impact of changes in exchange rates on the Company's profits, the Company offsets foreign currency assets with liabilities, uses natural hedging methods to reduce exchange rate risk exposure to maintain the net foreign currency position in a controllable range and reduce exchange rate risks. If the exchange rate fluctuates greatly and rapidly, the effects of hedging may be reduced. The Company will continuously monitor exchange rate changes and take appropriate measures to reduce the impact of exchange rate fluctuations on the Company's profit and loss.
- Impact of inflation on profits or losses and future countermeasures
The upstream raw materials of our company are slightly affected by inflation, but the international copper price is highly correlated with inflation. The main raw materials of our company, copper foil and substrate, may be affected by changes in international copper prices, leading to fluctuations in pricing. However, the industry has a clear pricing model for copper foil procurement, and the selling prices of electrolytic copper foils in the market follow industry practices. Additionally, our company has maintained a good long-term relationship with its suppliers. Therefore, the impact of inflation on our company's profit and loss is assessed to be minimal. In order to avoid the risk of potential price changes, the Company constantly observes the price fluctuations in the raw material market and continues to maintain a good interactive relationship with suppliers, adjusts the purchase policy in response to cost changes, and reduces the impact of inflation on the Company.
- (2) Policy regarding high-risk investments, highly leveraged investments, loans to other parties, endorsements/guarantees, and derivatives transactions, main reasons for the profit (loss)
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generated thereby, and future countermeasures
- Policies for engaging in high-risk and high-leverage investments, main reasons for gain or loss, and future countermeasures
The Company is focused on the development of its main business, and based on the principle of soundness, the Company has not engaged in high-risk and high-leverage investments in the last year and in the current year as of the date of publication of this annual report.
- Policies for engaging in loaning to others, endorsements/guarantees, main reasons for gain or loss, and future countermeasures
According to relevant laws and regulations of the competent authority, the Company has established internal management and operational procedures, including "Procedures for Lending Funds to Others" and "Procedures for Endorsements and Guarantees," to manage and control related transaction risks. As of December 31, 2024, the Company has not made any endorsements or guarantees. Additionally, to meet the Company's operational funding needs, the subsidiary Investment plans to lend funds to the Company within a limit of USD 75,150.52, with the loan period being within one year from the date of the board resolution, to be disbursed in installments or used on a revolving basis. This should not have any adverse effect on the financial and business operations of the Company and its subsidiaries. As of the date of publication of this annual report, the Company has not incurred any losses as a result of engaging in endorsements/guarantees or capital loans.
- Policies for engaging in derivatives trading, main reasons for gain or loss and future countermeasures
The Company has not engaged in derivative product transactions in the most recent fiscal year and up to the printing date of the annual report.
- (3) Future R&D Plans and Estimated Investment in R&D Expenses
In the coming year, the Company will continue to invest in the improvement of production processes, the development of testing equipment and automation processes, etc., with an estimated R&D expenditure of approximately NT$80,000 thousand in 2025.
- (4) Impact of changes in important policies and laws at home and abroad on the Company's financial business and Countermeasures
The Company will constantly pay attention to the important policies and laws and regulations implemented by governments of various countries for the industry to which the Company belongs, adopt appropriate operating strategies, and develop new technologies and products in line with the industry in order to expand the market. In addition, Company shall conduct the daily operations in accordance with the relevant laws and regulations at
85
home and abroad, constantly pay attention to the important policy trends and changes in regulations at home and abroad, and collect relevant information to provide references for the management in decision-making, so as to fully grasp the changes in the operating environment and timely adjust the operating strategies of the Company. In the last year and in the current year as of the date of publication of this annual report, the Company has not been affected by changes in important laws and regulations at home and aboard affecting the Company's financial business.
- (5) Impact of technological changes (including cyber security risks) and industry changes on the Company's financial business and countermeasures
Due to the technological progress in recent years, the electronic products using FPCs continue to increase, and the Company has set up plants in Taichung, Taiwan and Mainland China, hoping to expand the market. The Company shall pay attention to the technological changes and developments related to its industry at any time, evaluate the impact on the operations of the Company and make corresponding adjustments. In addition, the Company also actively develops technologies and services that meet the needs of the future market, and closely monitors the technological changes in related industries and the development of cyber security-related risks, to ensure the Company's competitiveness inf the market and strengthen the business development and financial situation. There have been no major technological changes or industry changes in recent years that have had a significant impact on the financial business of the Company.
- (6) Impact of changes in corporate image on crisis management and countermeasures
The operating team of the Company has always been adhering to the principles of professionalism and integrity in operating, and has been committed to maintaining corporate image and risk control for many years. In the last year and in the current year as of the date of publication of the annual report, there have been no cases of crisis in the operation of the Company due to changes in corporate image.
- (7) Expected benefits and possible risks associated with any mergers and acquisitions, and countermeasures
There are no mergers and acquisitions planned for the Company in the last year and in the recent year as of the date of publication of the annual report. However, if there are mergers and acquisitions planned in the future, the Company will, in accordance with the "Procedures for Acquisition or Disposal of Assets", prudently consider whether the merger can bring concrete synergies to the Company to ensure the shareholders' rights and interests.
-
(8) Expected benefits and possible risks associated with any plant expansion, and countermeasures: None.
-
(9) Risks associated with any consolidation of sales or purchases and countermeasures
-
Risks associated with any consolidation of purchases and countermeasures
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The Company's main purchasing items are upstream materials required for the manufacture of FPCs such as copper clad laminates and cover layers, of which the top three suppliers accounted for 7.33%, 5.7% and 4.83% in the total amount of purchases in 2024. The main items purchased by the Company from the top three suppliers are copper clad laminates, cover layers, precious metals and various electronic components. Due to the low proportion of major suppliers and the large number of suppliers for main raw materials at home and abroad, there is no high dependence on a supplier for purchases, and there is no risk of consolidation of purchases.
- Risks associated with any consolidation of sales and countermeasures
The sales amounts of the top three customers of our company in 2024 accounted for 29.37%, 27.87%, and 8.89% of the total sales, respectively. The FPCs products are used in diverse end applications without any specific concentrated usage, and there is no significant concentration in sales.
-
(10) The influence of massive transfer or replacement of shares by the directors or shareholders each holding more than 10 % of the shares issued by the Company, the risk thereof, and countermeasures: None.
-
(11) Impact of changes in the right of management on the company, risks incurred and countermeasures: None.
-
(12) For any litigation or non-litigation cases, the company and its directors, president, substantive personnel in charge, shareholders holding more than ten percent of shares, and subsidiaries should disclose any material litigation, non-litigation, or administrative dispute cases that have been concluded with a final and unappealable judgment or are still pending, where the results may have a material impact on shareholders' equity or securities prices. The following should be disclosed: the facts of the dispute, the subject amount, the date the litigation commenced, the major parties involved, and the status as of the date the annual report was printed: None.
-
(13) Other major risks and countermeasures: None.
7. Other important matters: None.
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VI. Special Disclosure
1. Information on Affiliates:
- (1) Consolidated Business Report of Affiliates
Please refer to the Market Observation Post System website: https://mopsov.twse.com.tw/mops/web/t57sb01_q10
-
(2) Consolidated Financial Statements for Affiliates: https://mopsov.twse.com.tw/mops/web/t57sb01_q10
-
(3) Relationship Report: None: https://mopsov.twse.com.tw/mops/web/t57sb01_q10
2. Private placement of securities in the last year and in the current year as of the date of publication of the annual report: None.
3. Other supplementary information: None.
4. Situations listed in Subparagraph 2, Paragraph 2, Article 36 of the securities and exchange act, which might materially affect shareholders' equity or the price of the securities, occurring in the last year and in the current year as of the date of publication of the annual report: None.
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