Stock Code: 1605
Walsin Lihwa Corporation
2024 Annual Report
Printed on March 19, 2025
For related information, please visit:
https://www.walsin.com
https://mops.twse.com.tw
1. Spokesperson
Name: David Wen
Title:
Special Assistant to Chairman
Tel:
+886-2-8726-2211
Email:
walsinspk@walsin.com
2. Deputy Spokesperson
Name: Sophi Pan
Title:
Senior Vice President
Tel:
+886-2-8726-2211
Email:
walsinspk@walsin.com
3. Address and Phone Number of Head Office, Branches and Plants
Taipei Head Office
25F, No.1, Songzhi Rd., Taipei
Tel: +886-2-8726-2211
Taichung Plant
No.57, Jing 3rd Rd., Wuqi Dist., Taichung City
Tel: +886-4-2659-5552
Hsinchuang Plant
No.397, Hsinshu Rd., Hsin Chuang Dist., New Taipei City
Tel: +886-2-2202-9121
Yangmei Plant
No. 566, Gaoshi Rd., Yangmei Dist., Taoyuan City
Tel: +886-3-478-6171
Yenshui Plant
No. 3-10, Shi Jou Liau, Chin Shuei Li, Yenshui Dist., Tainan City
Tel: +886-6-652-0911
4. Stock Transfer Agent
Name:
Walsin Lihwa Joint Shareholders Service Office
Add:
8F., No.398, Xingshan Rd., Neihu Dist., Taipei City
Tel:
+886-2-2790-5885
Website: https://stock.walsin.com/
5. Independent Auditors
Company: Deloitte Touche Tohmatsu Limited
Auditors:
Wen-Yea, Shyu and Ker-Chang Wu
Add:
20F, No. 100, Songren Rd., Xinyi Dist., Taipei
Tel:
+886-2-2725-9988
Website:
https://www.deloitte.com.tw
6. Overseas Securities Exchange
Issued globally and traded on the Luxembourg Stock Exchange
The information is available at https://mops.twse.com.tw
7. Email Address of Investor Relations Contact: opinion@walsin.com
8. Corporate Website: https://www.walsin.com
Contents
2
Contents
I
Letter to Shareholders ....................................................................................................... 4
II
Corporate Governance Report
1. Profiles of Board Directors, President, Vice Presidents and Department Heads ........................... 6
2. Remunerations to Directors, President and Vice Presidents in the Most Recent Year ................ 24
3. Corporate Governance Status ...................................................................................................... 29
4. Information on CPAs' fees .......................................................................................................... 109
5. Information on the replacement of CPAs: .................................................................................. 110
6. Chairman, President, or managers responsible for financial or accounting affairs who
worked for the firm to which the certifying CPA belongs or its affiliate in the most recent
year. ............................................................................................................................................ 110
7. Transfer and pledge of shares of the directors, managers and shareholders holding more
than 10% of the company's shares ............................................................................................. 110
8. Information on relationships amongst the top ten shareholders and their relationships with
spouses or relatives within the second degree of kinship .......................................................... 111
9. The number of shares of the same investee held by the Company, its directors, managers
and which the Company controls directly or indirectly, with the aggregate shareholding
percentages ................................................................................................................................ 114
III
Fundraising Overview
1. The Company’s Capital and Shares ............................................................................................. 115
2. Issuance of Corporate Bonds: ..................................................................................................... 119
3. Issuance of Preferred Shares: None. .......................................................................................... 119
4. Issuance of Global Depositary Receipts (GDRs) .......................................................................... 120
5. Exercise of Employee Stock Option Plan (ESOP): None. ............................................................. 120
6. Mergers, acquisitions or issuance of new shares for acquisition of shares of other
companies: .................................................................................................................................. 120
7. Implementation of capital allocation plan. ................................................................................. 120
IV
Business Overview
1. Business activities ....................................................................................................................... 121
2. Market Analysis and Sales Overview .......................................................................................... 132
3. Employee Data ............................................................................................................................ 142
4. Environmental Protection Expenditure Information .................................................................. 143
5. Employees-employer relations ................................................................................................... 151
6. Information Security Management ........................................................................................... 156
7. Material Contracts .................................................................................................................... 160
3
V
Review of Financial Conditions, Financial Performance, and Risk Management
1. Financial Status - Consolidated (Based on IFRSs) ....................................................................... 165
2. Financial Performance - Consolidated (Based on IFRSs) ............................................................ 166
3. Cash Flow - Consolidated (Based on IFRSs) ................................................................................ 167
4. Effect of Major Capital Expenditure on Financial Business Operations: .................................... 168
5. Investment Policy of the Past Year, Profit/Loss Analysis, Improvement Plan and Investment
Plan for the Coming Year: ........................................................................................................... 168
6. Risk Management and Assessment of the Following Items for the Past Year and the Year to
Date: ............................................................................................................................................ 169
7. Other Major Issues: None ........................................................................................................... 172
VI
Special Disclosures
1. Summary of Affiliates Companies ............................................................................................... 173
2. Progress of private placement of securities during the latest year and up to the date of
annual report publication ........................................................................................................... 173
3. Other supplemental information ................................................................................................ 173
4. Corporate events with material impact on shareholders' equity or stock prices set forth in
Subparagraph 2, Paragraph 2, Article 36 of the Securities and Exchange Act during the most
recent year and up to the annual report publication date ......................................................... 173
Letter to Shareholders
4
I Letter to Shareholders
Dear Shareholders,
In recent years, the global economic environment has continued to face turbulence, with persistent high inflation
and interest rates, intensified geopolitical conflicts, deepening supply chain restructuring, and rapid
advancement of artificial intelligence and green transformation, presenting unprecedented challenges to
business operations. Walsin Lihwa continues to strengthen its product and market structure, increase the
proportion of high-end applications and high value-added products, deepen synergies in new fields and new
markets, while implementing sustainable development goals for the environment, society, and governance to
ensure stable growth amid challenges and develop a key position in the industry chain.
In 2024, Walsin Lihwa's Italian subsidiary, Cogne Acciai Speciali S.p.A., completed the acquisition of Com.Steel
Inox S.p.A., which specializes in stainless steel and nickel-based alloy recycling and processing, as well as equity
in Mannesmann Stainless Tubes GmbH (renamed DMV), a German stainless steel seamless pipe manufacturer,
to secure key material sources in the stainless steel industry and deepen development of high-end product
applications. The joint venture with Denmark-based NKT Group, Walsin Energy Cable System Co., Ltd., has begun
construction of a submarine cable plant in Kaohsiung Port, actively entering the wind power energy industry
chain. The Company pursues excellence in quality standards and green transformation goals to strengthen
international competitive advantages.
Accomplishments in 2024
Walsin Lihwa continues to deepen high-end product application areas and markets, actively integrating industry
and internal resources to enhance international competitiveness. Upon reviewing the operational results for
2024, after four consecutive years of growth, consolidated revenue declined by approximately 5.5% due to weak
global market demand. Profits from upstream raw materials and end products in the stainless steel sector were
also affected, leading to a decline in gross profit and net income after taxes. The Company's consolidated revenue
for 2024 was NT$179.3 billion, consolidated gross profit was NT$11.7 billion, and net income after taxes was
NT$2.8 billion, with earnings per share of NT$0.69.
Wire and Cable Business:
The overall profitability of the Wire & Cable Business has grown compared to the previous year, primarily due to
capturing domestic construction, industrial factory wiring demand, and resilient power grid opportunities,
maintaining stable gross profit margins and profitability.
Stainless Steel Business:
The overall profitability of the Stainless Steel Business has declined compared to the previous year, due to unclear
international trade tariffs and geopolitical risks, and weak global market demand causing end product prices to
fall.
Resources Business:
The overall profitability of the Resources Business has declined compared to the previous year, due to global
economic conditions affecting stainless steel raw material demand, thereby causing weak nickel prices, and
delayed issuance of Indonesian mining quotas increasing costs, thereby affecting profitability.
5
Summary of 2025 Business Plan
Wire and Cable Business:
The Yangmei high-efficiency plant has entered full-capacity operation, with productivity improvement benefits
and new business models for customer service, creating value and satisfaction for customers in the building wire
market. We will develop ultra-high voltage cables, establishing four core engineering capabilities: production and
manufacturing, integration of accessory equipment, cable jointing construction, and high-voltage power design
to capture domestic resilient power grid opportunities. We will actively complete the construction of Taiwan's
first submarine cable plant and initiate the pre-qualification procedure for submarine cable products.
Stainless Steel Business:
We will establish brand value with sustainable competitiveness and continue to increase the proportion of high-
value products. We will also leverage the characteristics of steelmaking and rolling equipment to operate in
differentiated product markets and provide high-value steel grades and certified market products. Through our
Italian subsidiary Cogne's operations in Europe and its key position in the supply chain, we will implement global
production and sales deployment and integrate synergies to become a leading enterprise in the global markets
for stainless steel long products.
Resources Business:
Despite facing challenges from the global economic downturn and weak demand, resulting in weak nickel prices,
thereby affecting profitability, we remain focused on maximizing production efficiency and optimizing
operational costs. We will stabilize the production capacity of nickel pig iron and nickel matte, flexibly adjust the
ratio between these products, and establish high-value nickel production processes. We will actively promote
green manufacturing processes and low-carbon production to meet environmental trends and reduce
production costs, continuing to demonstrate strategic significance in the stainless steel industry chain.
Future corporate development strategy under the influence of external competition,
regulations and overall business operation
Looking ahead to 2025, U.S. tariff policies and protectionism continue to add uncertainty to the global economy.
Against this backdrop, the Company's recent industrial development and regional deployment have
strengthened its resilience in responding to perplexing situations. In the future, we will continue to promote core
strategic initiatives, transform and upgrade our industrial structure, develop industrial ecosystem partnerships,
implement digital and intelligent operational process management, launch circular economy initiatives and
promote low-carbon transformation, cultivate our corporate brand, and deepen global market competitiveness.
Through differentiated high-end applications and high value-added products, we will create sustainable value for
Walsin Lihwa.
Chairman Yu-Lon Chiao
Corporate Governance Report
6
II Corporate Governance Report
1.
Profiles of Board Directors, President, Vice Presidents and Department Heads
(1) Information on Directors
Title
Nationality
or
Registration
Country
Name
Gender
& Age
Term
Began
Term
Date
First
Elected
Shares Held When
Elected
Shares Currently Held
Shares Currently Held
by Spouse and
Underage Children
Number of
shares
Percentage Number of
shares
Percentage Number of
shares
Percentage
Chairman
R.O.C.
Yu-Lon
Chiao
Male
61-70
years
old
May 19,
2023
3 years April 10,
1981
50,460,440
1.35% 50,460,440
1.25% 21,011,889
0.52%
Vice
Chairman
R.O.C.
Chin-Xin
Investme
nt Co.,
Ltd.
Represen
tative:
Shyi-Chin
Wang
Male
61-70
years
old
May 19,
2023
3 years
Legal
Person:
May 31,
2005
(Note 1)
Represe
ntative:
October
21, 2024
(Note 2)
247,399,375
0
6.63%
0.00%
248,002,375
0
6.15%
0.00%
-
5,000
-
0.00%
Director
R.O.C.
Yu-Cheng
Chiao
Male
61-70
years
old
May 19,
2023
3 years April 10,
1981
41,001,551
1.10% 41,001,551
1.02% 19,502,428
0.48%
Director
R.O.C.
Yu-Heng
Chiao
Male
61-70
years
old
May 19,
2023
3 years April 18,
1990
65,343,810
1.75% 65,343,810
1.62% 4,324,192
0.11%
7
December 31, 2024
Shares Held in Name
of Others
Key Education/Work Experience
Other Current Positions Within the
Company
Other Officer, Director or Supervisor
who are Spouse or Relative within
Second Degree
Note
Number
of shares Percentage
Position
Name
Relationship
0
0.00%
Business
Administration
Department,
University
of
Washington;
The
Company's
former
President
and
Vice
Chairman.
Chairman of Concord Venture Capital
Group and Walsin Energy Cable
System Co., Ltd., Director of Walton
Advanced Engineering, Inc., Ltd., and
Vice
President
Commissioner
of
subsidiaries
of
Walsin
Lihwa
Corporation.
Director
Director
Director
Yu-Cheng
Chiao
Yu-Heng
Chiao
Yu-Chi
Chiao
Older
brother
Younger
brother
Younger
brother
None
0
0.00%
Ph.D. in Materials Science from
National Sun Yat-sen University;
President and Acting Chairman
of China Steel Corporation.
Chairman of Yantai Walsin Stainless
Steel Co., Ltd.
None
None
None
None
0
0.00%
University
of
Washington
Masters of Electrical Engineer
and Business Administration The
Company's former chairman.
Chairman
&
CEO
of
Winbond
Electronics
Corporation,
Chin-Xin
Investment Co., Ltd and Chenghe
Investment Co., Ltd.; Director of
Walsin
Technology
Corporation,
Nuvoton Technology Corp, Jincheng
Construction
Co.,
Ltd.,
United
Industrial Gases Co., Ltd., MiTAC
Holdings
Corporation,
Landmark
Group
Holdings
Ltd.,
Winbond
International Corporation, Winbond
Electronics
Corporation
America,
Marketplace Management Limited,
Nuvoton Investment Holding Ltd., and
Songyong Investment Co., Ltd.; Officer
of Goldbond LLC; Representative
(where the company is acting as a
corporate director), member of the
Audit
Committee,
Nomination
Committee and convener of the
Compensation Committee at Taiwan
Cement Corp.
Chairman
Director
Director
Yu-Lon
Chiao
Yu-Heng
Chiao
Yu-Chi
Chiao
Younger
brother
Younger
brother
Younger
brother
None
0
0.00%
Golden Gate University, Master
of Business Administration The
Company's former vice president
and vice chairman.
Chairman
of
Walsin
Technology
Corporation,
Walton
Advanced
Engineering, Inc., HannStar Board
Corp., Global Brands Manufacture,
Prosperity Dielectrics Co., Ltd., Info-
Tek Corp., and Silitech Technology
Corporation; Vice Chairman of Career
Technology Mfg. Co., Ltd.; Director of
Inpaq Technology Co., Ltd.
Chairman
Director
Director
Yu-Lon
Chiao
Yu-Cheng
Chiao
Yu-Chi
Chiao
Older
brother
Older
brother
Younger
brother
None
Corporate Governance Report
8
Title
Nationality
or
Registration
Country
Name
Gender
& Age
Term
Began
Term
Date
First
Elected
Shares Held When
Elected
Shares Currently Held
Shares Currently Held
by Spouse and
Underage Children
Number of
shares
Percentage Number of
shares
Percentage Number of
shares
Percentage
Director
R.O.C.
Yu-Chi
Chiao
Male
61-70
years
old
May 19,
2023
3 years April 18,
1990
(Note 3)
51,635,470
1.38% 52,285,470
1.30%
244,033
0.01%
Director
R.O.C.
Andrew
Hsia
Male
71-80
years
old
May 19,
2023
3 years May 29,
2020
0
0.00%
0
0.00%
0
0.00%
Director
R.O.C.
Wen-
Chien
Hsieh
Female
61-70
years
old
May 17,
2024
The
same as
that of
the
director
s of this
term
May 17,
2024
0
0.00%
0
0.00%
0
0.00%
Independ
ent
Director
R.O.C.
Ming-
Ling
Hsueh
Male
61-70
years
old
May 19,
2023
3 years June 11,
2014
0
0.00%
0
0.00%
0
0.00%
9
December 31, 2024
Shares Held in Name of
Others
Key Education/Work Experience
Other Current Positions Within
the Company
Other Officer, Director or Supervisor
who are Spouse or Relative within
Second Degree
Note
(Note 1)
Number of
shares
Percentage
Position
Name
Relationship
0
0.00%
Ph.D. in Management from City
University of Hong Kong, completed
doctoral studies in Management at
Fudan
University
in
Shanghai;
President
of
Walsin
Lihwa
Corporation, Supervisor of Windbond
Corporation, Director of HannStar
Board Corporation, and Chairman of
HannsTouch Holdings Company.
Chairman
and
President
of
HannStar Display Corporation;
Chairman of Huali Investment
Corp.,
Hannshine
Investment
Corp., Hanns Prosper Investment
Corp.,
and
Yue-Ma
NO.1
Investment Corp.; Director as
Representative of HannsTouch
Holdings Company, Coretronic
Corporation, Bradford, HannSpirit
(BVI) Holding, Brightpro Resources
Limited,
and
Hannspree
International Holdings; Supervisor
of Torch Investment Co., Ltd.
Chairman
Director
Director
Yu-Lon
Chiao
Yu-Cheng
Chiao
Yu-Heng
Chiao
Older
brother
Older
brother
Older
brother
None
0
0.00%
He received his bachelor's degree in
law from Fu Jen Catholic University
and his master's degree in diplomacy
from
the
National
Chengchi
University;
he
graduated
from
Graduate Institute of Legal Studies,
University of Oxford, UK (M. Litt); he
was Head of the Political Section of
the R.O.C. Representative Office in the
United States, Deputy Representative
of the R.O.C. Representative Office in
Canada,
Head
of
the
R.O.C.
Representative Office in New York,
R.O.C. Representative Office in India,
Political Deputy Minister of Ministry of
Foreign Affairs, Deputy Minister of
Ministry of National Defense, and
Chairman of the Mainland Affairs
Council, Executive Yuan.
Vice President & Spokesman of
Phu My Hung Holding Group;
Chief Representative of Central
Trading
&
Development
Corporation.
None
None
None
None
0
0.00%
Bachelor of Law, National Chung Hsing
University;
Master
of
Finance,
National Taiwan University; Fine Arts,
National
Taiwan
Normal
University; CEO at Liang & Partners
Law Offices; Arbitrator at the Chinese
Arbitration
Association,
Taipei;
Honorary Attorney appointed by the
Small
and
Medium
Enterprise
Administration, Ministry of Economic
Affairs; Director at Kerry TJ Logistics
Company Limited; Director at Taiwan
TAICON CORPORATION.
Managing Partner at Li-Ren Law
Firm; Director & Legal Advisor at
Taifu Startup Association; Director
at Yanxing Association.
None
None
None
None
0
0.00%
Soochow
University,
Master
in
Accountancy; Bloomsburg University
of Pennsylvania, Master of Business
Administration; PwC Taiwan Director;
Executive Director, Taiwan Corporate
Governance
Association;
Adjunct
Professor, School of Science and
Technology Management, National
Tsing
Hua
University;
Adjunct
Professor, School of Management,
National Taiwan University of Science
and Technology.
Independent Director of Yuanta
Financial
Holdings
&
Yuanta
Commercial Bank, TTY Biopharm
and
Lite-On
Technology
Corporation; Director of Tung Hua
Book Co., Ltd.
None
None
None
None
Corporate Governance Report
10
Note 1: Chin-Xin Investment Co., Ltd served on the Company’s Board between May 31, 2005 and June 10, 2014 and from May 26, 2015 to
the present, and has been serving as the Vice Chairman of the Company since November 8, 2024.
Note 2: Chin-Xin Investment Co., Ltd. appointed Mr. Wang, Shyi-Chin as the director's representative on October 21, 2024, and it was
elected as the Vice Chairman of the Company on November 8, 2024.
Note 3: Mr. Chiao, Yu-Chi served as a director of the Company from April 18, 1990 to June 10, 2014 and from May 19, 2023 to the present.
Note 4: The shareholding ratios are rounded to the nearest hundredth percent.
Title
Nationality
or
Registration
Country
Name
Gender
& Age
Term
Began
Term
Date
First
Elected
Shares Held When
Elected
Shares Currently Held
Shares Currently Held
by Spouse and
Underage Children
Number of
shares
Percentage Number of
shares
Percentage Number of
shares
Percentage
Indepen
dent
Director
R.O.C.
Fu-
Hsiung
Hu
Male
61-70
years
old
May 19,
2023
3 years May 29,
2020
0
0.00%
0
0.00%
0
0.00%
Indepen
dent
Director
R.O.C.
Tyzz-Jiun
Duh
Male
61-70
years
old
May 19,
2023
3 years May 19,
2023
0
0.00%
0
0.00%
0
0.00%
Indepen
dent
Director
R.O.C.
Wei-
Chuan
Gau
Male
61-70
years
old
May 19,
2023
3 years May 19,
2023
0
0.00%
0
0.00%
0
0.00%
11
December 31, 2024
Shares Held in Name of
Others
Key Education/Work Experience
Other Current Positions
Within the Company
Other Officer, Director or Supervisor who
are Spouse or Relative within Second
Degree
Note
(Note
1)
Number of
shares
Percentage
Position
Name
Relationship
0
0.00%
M.A., Graduate School of Business,
National Taiwan University; Managing
Director,
Central
Trust
Bureau;
Director of Mega Bank; Director of
Department of Economic Energy and
Agriculture,
Executive
Yuan; Vice
Chairman of Council of Agriculture;
Chairman of National Animal Industry
Foundation,
Institute
of
Animal
Science and Technology, and Joint
Credit Information Center and Taiwan
Cooperative Securities
Independent
Managing
Director of O-Bank Co., Ltd.
None
None
None
None
0
0.00%
Ph.D., Institute of Forestry, National
Taiwan University; Director General of
the Department of Commerce of the
Ministry of Economic Affairs; Director
General
of
the
Department
of
Information
Technology
of
the
Ministry of Economic Affairs; Director
General of the Industrial Development
Bureau of the Ministry of Economic
Affairs; Minister of the Ministry of
Economic Affairs; Chairman of the
National Development Council; Vice
Premier of the Executive Yuan; CEO of
Taoyuan
Industrial
Commercial
Development & Investment Promotion
Committee.
Policy
Advisor
of
Taiwan
Electrical
and
Electronics
Manufacturers’
Association;
Senior
Advisor
of
Taiwan
Transportation
Vehicle
Manufacturers
Association
and the Chinese National
Federation
of
Industries;
Member of Taoyuan Industrial
Commercial Development &
Investment
Promotion
Committee; Vice Chairman of
ShaCode Foundation; Director
of Fair Winds Foundation;
Independent Director of USI
Corporation,
KGI
Financial
Holding Co., Ltd. & CDIB
Capital Group, and Macronix
International Co., Ltd.
None
None
None
None
0
0.00%
Ph.D. in Accounting, Business School,
Renmin University of China, Master of
Business
Administration,
Baruch
College, City University of New York,
Computer
Auditing
Joint
Course
Diploma, NYU/Coopers & Lybrand,
Bachelor of Accounting, Department of
Business, National Taiwan University;
Vice Chairman of KPMG Taiwan Inc.;
Executive Director of KMPG Taiwan;
Head of Insurance Business of KMPG
Taiwan; CPA & Counselor of Audit
Department of KMPG Taiwan; Director
& CFO of Maxpro Capital Acquisition
Corp.
CPA of Chuanzhi Shared-Office
Accounting Firm; Chairman of
KS&A Investment Co. Ltd.;
Independent
Director
of
Mercuries F&B
None
None
None
None
Corporate Governance Report
12
1. Major shareholders of institutional shareholder
December 31, 2024
Name of Institutional Shareholder
Major Shareholders of Institutional Shareholders (Note)
Shareholding
Chin-Xin Investment Co., Ltd
Winbond Electronics Corp.
Walsin Lihwa Corporation
Huali Investment Corp.
Yu-Cheng Chiao
Yu-Lon Chiao
Yu-Heng Chiao
Yu-Chi Chiao
Walsin Technology Corporation.
HannStar Board Corporation
Prosperity Dielectrics Co., Ltd.
37.69%
36.99%
4.43%
3.14%
3.14%
3.14%
3.14%
1.86%
1.34%
0.72%
Note 1: Top ten shareholders of the institutional shareholder.
Note 2: The shareholding ratios are rounded to the nearest hundredth percent.
2. Major Shareholders in Previous Table who are Institutional Investors and their Major Shareholders
December 31, 2024
Name of Institutional Shareholder
Major Shareholders of Institutional Shareholders (Note)
Shareholding
Winbond Electronics Corporation
Walsin Lihwa Corporation
Chin-Xin Investment Co., Ltd.
Investment account of LGT Bank (Singapore) under the custody of Business
Department of Standard Chartered Bank
Yu-Cheng Chiao
Labor Pension Fund (New System)
Cathay Life Insurance Co., Ltd.
Investment account of PGIA Fund – PGIA General International Stock Index
Fund under the custody of JP Morgan Chase Bank N.A., Taipei Branch
Pai-Yung Hong
Investment account of Vanguard Emerging Markets Stock Index Fund managed
by Vanguard Group under the custody of JP Morgan Chase Bank N.A., Taipei
Branch
Yu-Heng Chiao
22.11%
6.31%
1.72%
1.53%
1.44%
1.37%
1.00%
0.97%
0.96%
0.58%
Huali Investment Corp.
HannStar Color Co. Ltd.
100%
13
March 18, 2025
Name of Institutional Shareholder
Major Shareholders of Institutional Shareholders (Note)
Shareholding
Walsin Lihwa Corporation
Chin-Xin Investment Co., Ltd.
Winbond Electronics Corporation
TECO Electric and Machinery Co., Ltd.
Rong Jiang Co., Ltd.
Investment account of LGT Bank (Singapore) under the custody of Business
Department of Standard Chartered Bank
Huali Investment Corp.
Patricia Chiao
Investment account of Norges Bank under the custody of Citibank Taiwan Ltd.
Yu-Heng Chiao
Chunghwa Post Co., Ltd.
6.15%
6.14%
5.22%
4.95%
4.54%
2.65%
1.74%
1.67%
1.62%
1.49%
December 31, 2024
Name of Institutional Shareholder Major Shareholders of Institutional Shareholders (Note)
Shareholding
Walsin Technology Corporation
Walsin Lihwa Corporation
HannStar Board Corporation
Global Brands Manufacture Ltd.
Walton Advanced Engineering, Inc.
Yu-Heng Chiao
Investment account of Malayan Banking Berhad Securities Sdn Bhd - Internal
Trades Platform - Client Account under the custody of Citibank Taiwan Ltd.
Giga Investment Co.
Chin-Xin Investment Co., Ltd.
Tsai Yi Corporation
Winbond Electronics Corporation
18.30%
8.45%
4.10%
2.74%
2.65%
2.33%
1.37%
1.27%
1.10%
1.09%
HannStar Board Corporation
Walsin Technology Corporation
Walsin Lihwa Corporation
Career Technology (Mfg.) Co., Ltd.
Chin-Xin Investment Co., Ltd.
Yu-Heng Chiao
Pai-Yung Hong
Xing Xing Investment Co., Ltd.
Prosperity Dielectrics Co., Ltd.
Tsai Yi Corporation
Investment account of UBS Europe SE under the custody of Citibank Taiwan
Ltd.
20.32%
12.06%
5.44%
3.55%
2.19%
1.91%
1.64%
1.07%
0.96%
0.90%
Prosperity Dielectrics Co., Ltd.
Walsin Technology Corporation
Walton Advanced Engineering, Inc.
Yu-Heng Chiao
Ta-Ho Maritime Corporation
ABC Taiwan Electronics Corp
Investment account of UBS Europe SE under the custody of Citibank Taiwan
Ltd.
Wen-Che Shen
Chun-Chi Huang
Sheng-Chi Liao
Tsung-Yuan Huang
43.13%
0.75%
0.62%
0.55%
0.47%
0.44%
0.44%
0.36%
0.34%
0.30%
Note 1: Top ten shareholders of the institutional shareholder.
Note 2: The shareholding ratios are rounded to the nearest hundredth percent.
Corporate Governance Report
14
3. Disclosure of Professional Qualifications of Directors and Independence of Independent Directors
Qualification
Name
Professional Qualifications and Experience
Independence (Note)
Number of Other
Public Companies
Where He/She Acts
as Independent
Directors
Concurrently
Yu-Lon Chiao
Mr. Yu-Lon Chiao joined Walsin Lihwa in 1983 and has
served as Vice President, President, Vice Chairman, and
CEO, and took over as Chairman in 1996. Mr. Chiao, highly
experienced in the wire and cable, stainless steel,
electronic technology, commercial and real estate
industries, has focused on the management of the
Company and led the Company's continuous growth with
good results. He has not been involved in any of the
circumstances described in the subparagraphs of Article
30 of the Company Act.
-
0
Shyi-Chin Wang
Shyi-Chin Wang, Vice Chairman, currently serves as the
Chairman of Yantai Walsin Stainless Steel Co., Ltd. He
previously served as President and Acting Chairman of
China Steel Corporation. His career has focused on the
stainless steel industry, and he possesses substantial
operational management experience and expertise in
advancing and transforming Taiwan's stainless steel
industry. He has not been involved in any of the
circumstances described in the subparagraphs of Article
30 of the Company Act.
-
0
Yu-Cheng Chiao
Yu-Cheng Chiao, Director, served as Chairman of the
Company from 1986 to 1994. Currently, he serves as
Chairman
of
Winbond
Electronics
Corporation,
Representative (where the company is acting as a
corporate director) of Taiwan Cement Corporation,
Director of Walsin Technology Corporation. He served as,
among others, Chairman of Nuvoton Technology
Corporation and Director of Taiwan Electrical and
Electronic Manufacturers' Association, received the ERSO
Award and was elected as the eighth member of ITRI.
Therefore, he has the necessary expertise and experience
in management and business development of the
Company. In addition, he has not been involved in any of
the circumstances described in the subparagraphs of
Article 30 of the Company Act.
-
0
Yu-Heng Chiao
Yu-Heng Chiao, Director, the Vice President and Vice
Chairman of the Company from 1990 to 1996. Currently,
he acts as Chairman of Walsin Technology Corporation,
HannStar Board Corp., Global Brands Manufacture Ltd.,
Walton Advanced Engineering, Inc., Prosperity Dielectrics
Co., Ltd., Info-Tek Corp., and Silitech Technology
Corporation. Therefore, he has the necessary expertise
and
experience
in
management
and
business
development of the Company. In addition, he has not
been involved in any of the circumstances described in
the subparagraphs of Article 30 of the Company Act.
-
0
Yu-Chi Chiao
Yu-Chi Chiao has previously served as a Director and
President of the Company and is currently the Chairman
and President of HannStar Display Corporation; he also
holds the position of Chairman at Huali Investment Corp.,
Hannshine Investment Corp., Hanns Prosper Investment
Corp, and Yue-Ma NO.1 Investment Corp. Therefore, he
has the necessary expertise and experience in
management, commerce, and business development of
the Company. In addition, he has not been involved in any
of the circumstances described in the subparagraphs of
Article 30 of the Company Act.
-
0
15
Qualification
Name
Professional Qualifications and Experience
Independence (Note)
Number of Other
Public Companies
Where He/She Acts
as Independent
Directors
Concurrently
Andrew Hsia
Andrew Hsia, Director, serves as Vice President and
Spokesman of Phu My Hung International Corporation
and Chief Representative of Central Trading &
Development Corporation (Samoa). He served as, among
others, a diplomat of the Republic of China, Chairman of
the Mainland Affairs Council, Deputy Minister of the
Ministry of National Defense, Representative of the
Ministry of Foreign Affairs in Indonesia, and Head of
Political Section, Ministry of Foreign Affairs. He has a
background of legal and diplomatic expertise and an
international perspective, and is familiar with the
economies and markets of the Southeast Asian region. In
addition, he has not been involved in any of the
circumstances described in the subparagraphs of Article
30 of the Company Act.
-
0
Wen-Chien Hsieh
Wen-Chien Hsieh, Director, currently serves as the
Managing Partner at Li-Ren Law Firm. She also serves as a
Director and Legal Advisor at the Taiwan Taifu Startup
Association and as a Director at the Yanxing Association.
She previously held positions as the CEO of Liang &
Partners Law Offices and as an Arbitrator at the Chinese
Arbitration Association, Taipei. She possesses an
academic background in both law and finance, extensive
practical
experience,
and
expertise
in
business
management. In addition, she has not been involved in
any of the circumstances described in the subparagraphs
of Article 30 of the Company Act.
-
0
Ming-Ling Hsueh
Ming-Ling Hsueh, Independent Director, used to act as
PwC Taiwan Director, and is Independent Director of
Yuanta Financial Holdings & Yuanta Commercial Bank,
Lite-On Technology Corporation, and TTY Biopharm, and
Director of Tung Hua Book Co., Ltd. He is also Adjunct
Professor,
School
of
Science
and
Technology
Management, National Tsing Hua University, Adjunct
Professor, School of Management, National Taiwan
University of Science and Technology, and Executive
Director, Taiwan Corporate Governance Association.
Therefore,
he
has
professional
knowledge
and
background in finance, accounting and corporate
governance. In addition, he has not been involved in any
of the circumstances described in the subparagraphs of
Article 30 of the Company Act.
Ming-Ling
Hsueh,
Independent
Director, has not been involved in any
of the circumstances described in
Paragraph
1,
Article
3
of
the
Regulations Governing Appointment of
Independent Directors and Compliance
Matters for Public Companies. Besides,
neither he nor his spouse nor any of his
relatives within second degree of
kinship is a director of the Company or
its affiliates holding any number and
proportion of shares of the Company
(which are not held in the name of
others).
3
Fu-Hsiung Hu
Fu-Hsiung Hu, Independent Director, was Vice Chairman,
Council of Agriculture, Executive Yuan; Director of
Department of Economic Energy and Agriculture,
Executive Yuan; Director of the Office of the President of
the Executive Yuan; Chairman of Joint Credit Information
Center, Taiwan Cooperative Securities, and National
Animal Industry Foundation; Director, Mega International
Commercial Bank and Taiwan Cooperative Bank;
Managing Director, Central Trust of China; Director,
Straits Exchange Foundation. He is currently acting as
Managing Director of O-Bank, with professional
knowledge and background in business administration,
finance and securities, and credit information. In
addition, he has not been involved in any of the
circumstances described in the subparagraphs of Article
30 of the Company Act.
Fu-Hsiung Hu, Independent Director,
has not been involved in any of the
circumstances described in Paragraph
1,
Article
3
of
the
Regulations
Governing
Appointment
of
Independent Directors and Compliance
Matters for Public Companies. Besides,
neither he nor his spouse nor any of his
relatives within second degree of
kinship is a director of the Company or
its affiliates holding any number and
proportion of shares of the Company
(which are not held in the name of
others).
1
Corporate Governance Report
16
Qualification
Name
Professional Qualifications and Experience
Independence (Note)
Number of Other
Public Companies
Where He/She Acts
as Independent
Directors
Concurrently
Tyzz-Jiun Duh
Tyzz-Jiun Duh, Independent Director, has previously held
positions such as Director General of the Department of
Commerce of the Ministry of Economic Affairs; Director
General of the Department of Information Technology of
the Ministry of Economic Affairs; Director General of the
Industrial Development Bureau of the Ministry of
Economic Affairs; Minister of the Ministry of Economic
Affairs; Chairman of the National Development Council;
and Vice Premier of the Executive Yuan, boasting over 15
years of administrative management experience. He
currently serves as Policy Advisor of Taiwan Electrical and
Electronics Manufacturers’ Association and Independent
Director of KGI Financial Holding Co., Ltd. & CDIB Capital
Group, among others. He is well-versed in the industrial
and commercial industry landscape and economic
development
trends,
possessing
expertise
and
experience in financial holding, government and public
sectors, information technology and cybersecurity, and
international affairs. In addition, he has not been involved
in any of the circumstances described in the
subparagraphs of Article 30 of the Company Act.
Tyzz-Jiun Duh, Independent Director,
has not been involved in any of the
circumstances described in Paragraph
1,
Article
3
of
the
Regulations
Governing
Appointment
of
Independent Directors and Compliance
Matters for Public Companies. Besides,
neither he nor his spouse nor any of his
relatives within second degree of
kinship is a director of the Company or
its affiliates holding any number and
proportion of shares of the Company
(which are not held in the name of
others).
3
Wei-Chuan Gau
Wei-Chuan Gau, Independent Director, has previously
served as Vice Chairman of KPMG Taiwan Inc. and
Executive Director of KMPG Taiwan. He is currently CPA
of Chuanzhi Shared-Office Accounting Firm, Chairman of
KS&A Investment Co. Ltd., and Independent Director of
Mercuries F&B. He possesses experience, professional
capabilities, and practical experience in accounting and
audit, risk management, and information technology. In
addition, he has not been involved in any of the
circumstances described in the subparagraphs of Article
30 of the Company Act.
Wei-Chuan Gau, Independent Director,
has not been involved in any of the
circumstances described in Paragraph
1,
Article
3
of
the
Regulations
Governing
Appointment
of
Independent Directors and Compliance
Matters for Public Companies. Besides,
neither he nor his spouse nor any of his
relatives within second degree of
kinship is a director of the Company or
its affiliates holding any number and
proportion of shares of the Company
(which are not held in the name of
others).
1
Note: None of the Independent Directors of the Company are directors, supervisors or employees of companies with specific relationships
with the Company and have not received compensation for providing business, legal, financial or accounting services to the Company
or its affiliates in the last two years.
17
4. Diversity and Independence of the Board
(1) Diversity of the Board
In accordance with Article 20 of the Company's Corporate Governance Best Practice Principles and the "Principles of
Election of Board Members and Managers and Guidelines for Continuing Education and Succession Planning"
established by the Company, the Board of Directors will implement the objectives of diversity and independence in
terms of expertise, experience and gender required for Board members, and will continue to invite appropriate
candidates to join the Board of Directors in accordance with the above objectives in order to strengthen the balance
of the Board of Directors in response to the Company's development strategies and changes in the internal and
external environment. In order to achieve the desired objectives of corporate governance, the Board of Directors of
the Company is composed of members from the management team, managers of relevant industries and
professionals with financial, business and accounting backgrounds, who effectively perform the duties of Board
members with different fields and work backgrounds. These duties include establishing and maintaining the
Company's vision and values, assisting in promoting corporate governance and strengthening management,
overseeing and evaluating the implementation of management policies and operational plans, and being responsible
for the Company's overall economic, social, and environmental operations to enhance corporate governance and
corporate value from the perspective of stakeholders.
The Company has built its strength by being focused on the wire and cable, stainless steel, resources, and commercial
real estate fields and become a model of business excellence moving towards the manufacturing service industry.
There are eleven directors on the Company's Board of Directors of 20th term: Yu-Lon Chiao, Chairman, has been
working in the business field of the Company for a long time and has a good understanding of the operation and
development of the industry, with an open-minded leadership style that encourages adoption of suggestions; Shyi-
Chin Wang, Vice Chairman, previously serving as President and Acting Chairman of China Steel Corporation, has
dedicated many years to the stainless steel industry and possesses substantial operational management experience
and expertise in advancing and transforming Taiwan's domestic stainless steel industry; Directors Yu-Cheng Chiao,
Yu-Heng Chiao, and Yu-Chi Chiao have joined the management team of the Company and therefore are familiar with
the organization and business operation of the Company and are good at operation management and investment
judgment; Andrew Hsia, Director, comes from a diplomatic background with an international perspective and
therefore has a good grasp of the conditions of the Southeast Asian market and can fully assist the Company in
making relevant investment decisions; and the female Director, Director Wen-Chien Hsieh, as the Managing Partner
of a law firm, possesses extensive practical legal experience and expertise in business management. The Company's
Independent Directors have industry knowledge and an international market perspective: Independent Director
Ming-Ling Hsueh, previously serving as the Managing Partner at PricewaterhouseCoopers (PwC) Taiwan, specializes
in finance, accounting and corporate governance; Independent Director Fu-Hsiung Hu, having served at the Council
of Agriculture, Executive Yuan, with a background deeply rooted in the financial industry, has expertise and
experience in business administration, finance and securities, and credit information; Independent Director Tyzz-Jiun
Duh, formerly serving as the Minister of Economic Affairs, is familiar with the general situation of the industry and
commerce sector and the trends of economic development; and Independent Director Wei-Chuan Gau, currently
practicing as a certified public accountant at an accounting firm, possesses professional capabilities in accounting,
auditing, risk management, and information technology.
(2) Independence of the Board:
The Company should have 3 Independent Directors in accordance with the law, but it has 4 Independent Directors
among its 11 Directors. Four Directors have spousal or second-degree kinship relationships with other Directors,
representing 36% of the total board members. This complies with Paragraph 3, Article 26-3 of the Securities and
Exchange Act, which stipulates that more than half of the director seats shall not be held by persons having spousal
or second-degree kinship relationships. In order to improve the Company's operation and development and
Corporate Governance Report
18
operation of corporate governance practices, none of Independent Directors are subject to Paragraphs 3 and 4 of
Article 26-3 of the Securities and Exchange Act.
(3) Diversity Management Objectives
The Company implements a board diversity policy with specific management objectives that include: Independent
Directors representing more than one-third of the board; a majority of Independent Directors not serving more than
three consecutive terms; and female Directors occupying at least one-third of all board seats.
Independent Directors currently represent 36% of the board, with a majority serving fewer than three consecutive
terms. The board currently consists of 10 male directors (91%) and 1 female director (9%). Since the election of the
Board of Directors of the 20th term was completed in 2023, the Company will prioritize seeking female director
candidates in the future to achieve the goal of having female directors occupy at least one-third of all board seats.
19
Implementation of Board Diversity:
Title
Name
Nationality
Gender
Age
Term of Independent
Director
Industry Experience
Professional Capabilities
Energy & Environmental
Protection
Merger, Acquisition&
Investment
Finance & Legal
Information Technology
Stainless Steel
Business Management
Leadership & Decision-making
Market Marketing
International Trade
Risk Management
ESG
Finance, Accounting & Legal
Professional Certification
Chairman
Yu-Lon
Chiao
R.O.C.
Male
61-70
V
V
V
V
V
V
V
V
Vice Chairman Shyi-Chin
Wang
R.O.C.
Male
61-70
V
V
V
V
V
V
V
V
Director
Yu-Cheng
Chiao
R.O.C.
Male
61-70
V
V
V
V
V
V
V
V
Director
Yu-Heng
Chiao
R.O.C.
Male
61-70
V
V
V
V
V
V
Director
Yu-Chi Chiao R.O.C.
Male
61-70
V
V
V
V
V
V
V
Director
Hsia,
Andrew
R.O.C.
Male
71-80
V
V
V
V
V
V
Director
Wen-Chien
Hsieh
R.O.C. Female 61-70
V
V
V
V
V
V
V
Independent
Director
Ming-Ling
Hsueh
R.O.C.
Male
61-70
>6
years
V
V
V
V
V
V
V
V
V
V
Independent
Director
Hu, Fu-
Hsiung
R.O.C.
Male
61-70
<6
years
V
V
V
V
V
V
V
V
Independent
Director
Tyzz-Jiun
Duh
R.O.C.
Male
61-70
<6
years
V
V
V
V
V
V
V
V
V
Independent
Director
Wei-Chuan
Gau
R.O.C.
Male
61-70
<6
years
V
V
V
V
V
V
V
V
V
Corporate Governance Report
20
(2) Profile of President, Vice Presidents and Department Heads
Title
Nationality
Name
Gender
Date
appointed
Shares Held
Shares Held by Spouse
and Underage Children
Shares Held in Name
of Others
Number of
shares
Percentage Number
of shares Percentage Number
of shares Percentage
President &
President of
Commerce &
Real Estate BG
R.O.C.
Fred Pan
Male
July 16,
2007
500,000
0.01%
0
0.00%
0
0.00%
Executive Vice
President &
Head of
Finance Dept.
R.O.C.
C.C. Chen
Male
May 1,
2010
356,209
0.01%
0
0.00%
0
0.00%
President of
Insulated Wire
& Cable BG
R.O.C.
Jin-Renn
Leu
Male
August 13,
2014
180,900
0.00%
1,000
0.00%
0
0.00%
President of
Resources BG
R.O.C.
Josh Chia
Male
June 13,
2019
49,000
0.00%
1,559
0.00%
0
0.00%
President of
Stainless Steel
BG
R.O.C.
Chung-Shin
Chen
Male
August 2,
2024
10,000
0.00%
4,000
0.00%
0
0.00%
21
December 31, 2024
Education/Work Experience
Other Current Positions at Other Companies
Manager who is Spouse or
Relative within the Second
Degree
Shares
Acquired by
Managers
under
Employee
Stock
Options
Note
(Note
2)
Title Name Relationship
MBA of US Tulane University; Finance Chief of
Marketing of Philips Taiwan Semiconductor,
Finance Chief of Sales of Philips Asia Pacific
Semiconductor;
the
Company's
Accounting
Division head, Chief of Staff and Vice President.
Vice Chairman of Nanjing Walsin Property
Management Co., Ltd.; Director of Walsin
(Nanjing) Development Co., Ltd., Walsin
International Investment, Joint Success
Enterprises Limited; Director and President
of Jincheng Construction Co., Ltd., Walsin
China Investment Co., Ltd.
None None
None
None
None
Master of Accounting Graduate School, National
Taiwan University; Audit Team Leader of Deloitte
Touche Tohmatsu Limited; Partner of Tianyao
United Accountants; the Company's Manager of
Performance Analysis Department of Financial
Service Center, Head of Financial Management
Center, Head of Accounting Division, Head of
China Management Division, Vice President of
Specialty Steel BG, Head of Yantai BU, Head and
Vice President of Specialty Steel BU, and
President of Resources BG.
Chairman of Walsin Singapore Pte. Ltd. and
Changshu Walsin Specialty Steel Co., Ltd.;
Director of Walsin Info-Electric Corp., PT.
Walsin Nickel Industrial Indonesia, PT. Sunny
Metal Industry, PT. Walhsu Metal Industry,
Innovation West Mantewe, Berg Holdings
Limited, PT. Walsin Everising Specialty Steel
Indonesia, Walsin International Investments
Limited, Walsin (China) Investment Co., Ltd.,
Hangzhou Walsin Power Cable & Wire Co.,
Ltd., Walsin Lihwa Europe S.à r.l., and MEG
S.A.; Supervisor of PT. Sultra Sarana Bumi.
None None
None
None
None
M.S. in Electrical Engineering, Yuan Ze University;
Assistant Manager of Optical Communication
Division/Communication Technology Division,
Manager of Communication Technology/Quality
Assurance
Technology
Division,
Electrical
Production/Communication Operation Division,
Director of Hsinchuang BU, Vice President of
Cable & Wire BG; Head of Wire BU of the
Company.
Director of Walsin Energy Cable System Co.,
Ltd., Shanghai Walsin Lihwa Power Wire &
Cable Co., Ltd., Hangzhou Walsin Power Wire
& Cable Co., Ltd., and Taiwan Electric
Research & Testing Center
None None
None
None
None
MPA in Finance, New York University; MBA in
Accounting, National Taiwan University; Bachelor
of Accounting, National Taiwan University; Head
of
Asset
and
Liability
Management
Department/Performance
Management
Department/ Corporate Finance Department of
Standard Chartered Bank,
Executive Vice President & Accounting Officer of
Finance Division of Standard Chartered Bank,
Vice President of Accounting Department of
Fubon Bank (China) Co., Ltd.; the Company's
Project Director of the President Office, Head of
Finance Division and Vice President of Financial
Management Center.
Chairman of PT. Walsin Nickel Industrial
Indonesia, Berg Holdings Limited, PT. Sunny
Metal Industry, and PT. Walhsu Metal
Industry; Director of Walsin Singapore Pte.
Ltd., PT. Anugerah Barokah Cakrawala, PT.
Sultra
Sarana
Bumi,
Innovation
West
Mantewe, and PT. Transcoal Minergy;
Chairman of Supervisory Board of PT. Walsin
Everising Specialty Steel Indonesia.
None None
None
None
None
Master's in Business Administration from
Tunghai University; former university lecturer;
Assistant Vice President of Planning Division at
China Steel Corporation; Chairman of China Steel
And Nippon Steel Vietnam Joint Stock Company;
Chairman of China Steel HIMAG Magnetic
Corporation; Chairman of C.S. Aluminium
Corporation.
No concurrent positions.
None None
None
None
None
Corporate Governance Report
22
Title
Nationality
Name
Gender
Date
appointed
Shares Held
Shares Held by Spouse
and Underage Children
Shares Held in Name
of Others
Number of
shares
Percentage
Number
of shares Percentage Number
of shares Percentage
President of
Corporate
Strategy and
Supply Chain
Management
Organization
R.O.C.
Sherry Ho
Female
August 2,
2024
30,000
0.00%
0
0.00%
0
0.00%
President of
Digital
Intelligence
Development
Organization
R.O.C.
Ming-Ji Wu
Male
September
16, 2024
0
0.00%
0
0.00%
0
0.00%
Head of
Corporate
Governance
R.O.C.
Hueiping Lo
Female
January 22,
2021
90,000
0.00%
0
0.00%
0
0.00%
Director of
Accounting
R.O.C.
Kelly Liu
Female
November
11, 2023
5,699
0.00%
0
0.00%
0
0.00%
Note 1: Date appointed is the first time appointed department heads.
Note 2: Where the chairman and the general manager or person of an equivalent post (the highest level manager) of a company are the
same person, spouses, or relatives within the first degree of kinship, an explanation shall be given of the reason for,
reasonableness of, necessity of, and the measures adopted in response to, the above situation.
Note 3: The shareholding ratios are rounded to the nearest hundredth percent.
23
Education/Work Experience
Other Current Positions at Other Companies
Manager who is Spouse or
Relative within the Second
Degree
Shares
Acquired by
Managers
under
Employee
Stock
Options
Note
(Note
2)
Title Name Relationship
Master of Laws from Case Western Reserve
University (CWRU); Legal Manager of Lite-On IT
Corporation; former Legal Director and Head of
Corporate Governance of the Company; Senior
Vice President of Procurement Center and
Director of International Affairs Division and
Corporate Planning Division of the Company.
Chairman of PT. Walsin Research Innovation
Indonesia; Director of Walsin Info-Electric
Corp., Walsin Energy Cable System Co., Ltd.,
PT. Sunny Metal Industry, PT. Walhsu Metal
Industry, Walsin Lihwa Europe S.à r.l., MEG
S.A., Cogne Acciai Speciali S.p.A., and
Degerfors Long Products AB; Supervisor of
PT. Anugerah Barokah Cakrawala; Chairman
of Supervisory Board of PT. Walsin Nickel
Industrial Indonesia.
None None
None
None
None
Ph.D. in Technology Management from National
Chengchi University; Director-General of Small
and Medium Enterprise Administration; Director-
General of Industrial Development Bureau,
Ministry of Economic Affairs; Deputy Minister of
Council for Economic Planning and Development
and Executive Secretary of National Development
Fund; Deputy Mayor of New Taipei City;
Chairman of New Taipei Metro Corporation.
Director of Golden Smart Technology Corp.;
Independent Director of United Alloy-Tech
Company; Chairman of Association for
Taiwan-Japan Cooperation on Industrial
Technology.
None None
None
None
None
M.B.A., National Taiwan University; former Vice
President of Taiwan Cooperative Securities,
Associate Manager of KGI Commercial Bank, and
Associate Manager of China Development
Financial Holding Corporation.
Director of Hannstar Display Corporation,
Global Investment Holdings, PT. Walsin
Nickel Industrial Indonesia, Walsin Lihwa
Europe S.a.r.l., Walsin America, LLC, and
Borrego Energy Holdings, LLC; Supervisor of
Theaceae Conservation Corporation and PT.
Sunny Metal Industry.
None None
None
None
None
MBA in California State Polytechnic University
Pomona; Audit Team Leader, PwC Taiwan;
Accounting staff and Accounting Manager of the
Accounting Division of the Company
Accounting Manager of Min Maw Precision
Industry Corp. and Waltuo Green Resources
Corporation; Supervisor of Walsin (Nanjing)
Development Co., Ltd., Nanjing Walsin
Property Management Co., Ltd., Nanjing
Taiwan Trade Mart Management Co., Ltd.,
Walsin (China) Investment Co., Ltd.,
Shanghai Walsin Lihwa Power Wire & Cable
Co., Ltd., Dongguan Walsin Wire & Cable
Ltd., Jiangyin Walsin Steel Cable Co., Ltd.,
Changshu Walsin Specialty Steel Co., Ltd.,
Jiangyin Walsin Specialty Alloy Materials
Co., Ltd., Yantai Walsin Stainless Steel Co.,
Ltd., and Yantai Huaxin Renewable
Resources Co., Ltd.; Chairman of the
Supervisory Board of Hangzhou Walsin
Power Wire & Cable Co., Ltd.
None None
None
None
None
Corporate Governance Report
24
2. Remunerations to Directors, President and Vice Presidents in the Most Recent Year
(1) Remuneration to Directors (including Independent Directors)
Title
Name
Directors Remuneration
Remuneration (A)
(Note 1)
Pension (B)
Remuneration to Directors
(C)(Note 2)
Business Expense (D)
(Note 3)
Company
All
Companies
In Financial
Statements
(Note 4)
Company
All
Companies
In Financial
Statements
(Note 4)
Company
All
Companies
In Financial
Statements
(Note 4)
Company
All
Companies
In Financial
Statements
(Note 4)
Director
Chairman
Yu-Lon Chiao
23,753,902
26,358,652
0
0 10,370,000
10,370,000
3,854,749
3,878,749
Vice Chairman
Patricia Chiao (Note 7)
Vice Chairman
Chin-Xin Investment Co.,
Ltd
Representative: Shyi-
Chin Wang (Note 8)
Legal Person
Director and
Representative
Chin-Xin Investment Co.,
Ltd
Representative: Li-Chin
Ku (Note 8)
Director
Yu-Cheng Chiao
Director
Yu-Heng Chiao
Director
Andrew Hsia
Director
Yu-Chi Chiao
Director
Wen-Chien Hsieh (Note
9)
Independent
Director
Independent
Director
Ming-Ling Hsueh
2,940,000
2,940,000
0
0
4,080,000
4,080,000
6,828,000
6,828,000
Independent
Director
Fu-Hsiung Hu
Independent
Director
Tyzz-Jiun Duh
Independent
Director
Wei-Chuan Gau
1.
In order to facilitate the management of the remuneration of directors and functional committee members of the Company, the Company has established the "Rules for the
Remuneration of Directors and Functional Committee Members", which clearly define the criteria for the remuneration payable to independent directors according to their individual
professional input and performance, while taking into account the reasonableness of individual performance, the Company's operating performance and future risks.
2.
Except as disclosed in the above chart, remuneration to directors received due to the services provided to all companies listed in the financial statements (such as acting as advisors of parent
companies/all companies /investees listed in the financial statements who are not an employee thereof) in the most recent year: 0
Table of Remuneration Ranges
Range of Remuneration Paid
to Directors
Names of Directors
Aggregate of First Four Remunerations (A+B+C+D)
Aggregate of First Seven Remunerations
(A+B+C+D+E+F+G)
The Company
All Companies Listed in
the Financial Statements
The Company
The Company and All of
Its Investee Companies
NT$100,000,000
Total
14
14
14
14
25
Unit: NT$
Ratio of total (A), (B), (C)
and (D) to after-tax loss
(Note 5) (%)
Remuneration Received as Employee
Total of (A), (B), (C), (D),
(E), (F) and (G) and its
Ratio to After-tax Income
(Note 5) (%)
Remuneration
from Re-
investments
other than
Subsidiaries
(Note 6)
Salary, Bonus and Special
Allowance (E)
Pension (F)
Employee Bonus (G)
Company
All
Companies
In Financial
Statements
(Note 4)
Company
All
Companies
In Financial
Statements
(Note 4)
Company
All Companies
In Financial
Statements
(Note 4)
Company
All Companies
In Financial
Statements
(Note 4)
Company
All
Companies
In Financial
Statements
(Note 4)
Cash
Bonus
Stock
Bonus
Cash
Bonus
Stock
Bonus
37,978,651
1.3612
40,607,401
1.4554
0
0
0
0
0
0
0
0 37,978,651
1.3612
40,607,401
1.4554
100,609,445
13,848,000
0.4963
13,848,000
0.4963
0
0
0
0
0
0
0
0 13,848,000
0.4963
13,848,000
0.4963
0
Note 1:
The Company’s Independent Directors and Directors who are authorized by the Board of Directors to regularly involve in the
Company’s operation may receive remuneration; the amount of remuneration shall be reviewed in accordance with Director’s
participation and value contributed in the Company’s operation, together with reference of international and domestic industrial
practice, by the Remuneration Committee and submitted to the Board of Directors for approval.
Note 2:
Remunerations to Directors in 2024 approved by the Board of Directors have been listed.
Note 3:
Refers to the expenses incurred by Directors in 2024 to perform relevant duties (including transportation, attendance fees, special
disbursements, various allowances, accommodation, transportation arrangements, and other practical provisions). In addition, the
Company's remuneration to chauffeurs totaled NT$1,561,865/year.
Note 4:
Refers to the total pay to the Company's Directors from all companies in the consolidated statements (including the Company).
Note 5:
After-tax net income refers to the after-tax net income of the stand-alone financial statements in 2024, which amounts to
NT$2,790,054,000.
Note 6:
a. This field shows the amount of related remunerations a Director of the Company receives from investees other than subsidiaries
of the Company.
b. The remuneration refers to remuneration, bonus (including bonuses to employees, Directors and Supervisors) and related
remunerations for the performance of duties received by a Director of the Company serving as a Director, Supervisor or
manager of an investee of the Company other than subsidiaries.
Note 7: Ms. Patricia Chiao resigned from the position of Vice Chairman on March 11, 2024.
Note 8: Chin-Xin Investment Co., Ltd. changed its representative from Mr. Li-Chin Ku to Mr. Shyi-Chin Wang on October 21, 2024, who was
elected as Vice Chairman on November 8, 2024.
Note 9: Ms. Wen-Chien Hsieh was newly appointed on May 17, 2024.
＊ The remuneration content disclosed in this Table differs from the income concept of the Income Tax Act; therefore, this Table acts as a
form of information disclosure and does not serve for the purpose of taxation
Corporate Governance Report
26
(2) Remunerations to President and Vice Presidents
Title
Name
Remuneration (A) (Note 1)
Pension (B)
Bonus and Special Allowances (C)
(Note 2)
Company
All Companies
In Financial
Statements
(Note 4)
Company
All Companies
In Financial
Statements
(Note 4)
Company
All Companies
In Financial
Statements
(Note 4)
President & President of
Commerce & Real Estate BG Fred Pan
34,757,117
36,150,113
1,267,024
1,267,024
33,138,483
33,162,483
Executive Vice President &
Chief Finance Officer
C.C. Chen
President of Insulated Wire
& Cable BG
Jin-Renn Leu
President of Stainless Steel
BG
Chung-Shin Chen
(Note 7)
President of Stainless Steel
BG
Kevin Niu (Note 8)
President of Resources BG
Josh Chia
President of Corporate
Strategy and Supply Chain
Management Organization
Sherry Ho (Note 9)
President of Digital
Intelligence Development
Organization
Ming-Ji Wu (Note
10)
Table of Remuneration Ranges
Range of Remuneration Paid to
President and Vice Presidents
Names of President and Vice Presidents
The Company
All Companies Listed in the Financial Statements
NT$100,000,000
Total
8
8
Note 1:
The most recent annual salary, managerial bonus, and severance pay of the presidents and vice presidents are presented above.
Note 2:
Refers to various bonuses, incentives, company car rental fees, vehicle subsidies, special allowance and salary expenses listed in accordance with IFRS 2 "share-based
payment", including shares acquired under employee stock options, restricted new shares to employees and shares acquired from participation in cash capital increase
options and so forth, received by managers ranked vice president or above in 2024. In addition, the Company's remuneration to chauffeurs totaled NT$1,095,138/year.
Note 3:
Refers to employee bonuses (including stock and cash bonuses) approved by the Board of Directors for distribution to managers ranked vice president or above in 2024.
Note 4:
Discloses the total payment to manager’s ranked vice president or above from all companies in the consolidated statements (including the Company).
Note 5:
After-tax net income refers to the after-tax net income of the standalone financial statement in 2024, which amounts to NT$2,790,054,000.
Note 6:
a. This field shows the amount of related remuneration managers ranked vice president or above received from investees other than subsidiaries of the Company.
b. The remuneration refers to pay, bonus (including bonuses to employees, Directors and Supervisors) and related remunerations for the performance of duties received by
the Company's managers ranked vice president or above while serving as a Director, Supervisor or manager of an investee of the Company other than subsidiaries.
Note 7:
Mr. Chung-Shin Chen was newly appointed on August 2, 2024.
Note 8:
Mr. Kevin Niu was discharged from his position on August 2, 2024.
Note 9:
Ms. Sherry Ho was newly appointed on August 2, 2024.
Note 10: Mr. Ming-Ji Wu was newly appointed on September 16, 2024.
＊
The remuneration content disclosed in this Table differs from the income concept of the Income Tax Act; therefore, this Table acts as a form of information disclosure and does
not serve for the purpose of taxation.
27
Unit: NT$
Employee Bonus (D) (Note 3)
Total of (A), (B), (C) and (D) and Its Ratio to After-
tax Income (%) (Note 5)
Remuneration from Re-investments
or Parent Company other than
Subsidiaries
(Note 6)
Company
All Companies
In Financial
Statements (Note 4)
Company
All Companies
In Financial Statements
(Note 4)
Cash Bonus
Stock
Bonus
Cash Bonus
Stock
Bonus
1,922,874
0
1,922,874
0
71,085,498
2.5478
72,502,494
2.5986
909,403
(3) Distribution of Employee Bonus to Managers
March 19, 2025
Title
Name
Stock bonus
Cash Bonus
Total
Percentage of the
Total to After-tax Net
Income (%)
Managers
President & President of
Commerce & Real Estate
BG
Fred Pan
0
NT$2,678,000
NT$2,678,000
0.0960
Executive Vice President &
Chief Finance Officer
C.C. Chen
President of Insulated Wire
& Cable BG
Jin-Renn Leu
President of Stainless Steel
BG
Chung-Shin Chen
President of Resources BG
Josh Chia
President of Corporate
Strategy and Supply Chain
Management Organization
Sherry Ho
President of Digital
Intelligence Development
Organization
Ming-Ji Wu
Vice President &
Head of Corporate
Governance
Hueiping Lo
Head of Accounting Dept.
Kelly Liu
※ This Table lists managers in active duty as of the end of 2024 and their summarized 2024 employee bonus for managers
approved by the Board of Directors.
※ After-tax net income refers to the after-tax net income of the stand-alone financial statements in 2024.
Corporate Governance Report
28
(4) Analysis of total remunerations to Directors, President, vice presidents etc. as a percentage of the stand-
alone after-tax net income in the last two years and description of the policy, standards and packages
of remunerations, procedure for making such decision and relation to business performance:
1. Analysis of total remunerations to Directors, President, vice presidents etc. as a percentage of the stand-alone
after-tax net income in the last two years:
Title
Total Remunerations as Percentage (%) of After-tax Net Income (Losses)
2024
2023
Company
Companies
in Consolidated
Financial Statements
Company
Companies
in Consolidated
Financial Statements
Director
1.86
1.95
1.54
1.59
President and Vice President
2.55
2.60
1.16
1.19
2. Description of the policy, standards and packages of remunerations, procedure for making such decision and
relation to business performance:
(1) The Company's policy for remunerating its directors is formulated based on the Company Act and the
Company's Articles of Incorporation. The remuneration of directors for the current year shall be limited to an
amount not exceeding 1% of the current year's earnings and shall be paid in accordance with the Rules
Governing the Compensation of Directors and Functional Members of the Company. The Company's
operating strategy, profitability, future development and industry condition, as well as each director’s
participation in and contribution to the Company’s operation (such as serving on functional committees or
being invited to important business meetings), have also been taken into account in order to give them
reasonable remuneration. The Compensation Committee then submits a proposal, which is passed at a board
meeting before the policy takes effect.
(2) In order to ensure that the performance of managers is closely linked to the Company's strategy and that
their overall compensation is competitive in the market, the Company has established the Regulations for
the Evaluation of Managerial Performance and Compensation as the basis for performance evaluation and
compensation of managers. The aforementioned regulations include policies, systems, standards and
structures for performance evaluation and compensation of managers, which shall be reviewed by the
Compensation Committee and submitted to the Board of Directors for approval. Manager's remuneration
includes salary and bonus: their salary is based on the Company's business strategy and profitability by taking
into account the manager's professional ability, scope of responsibility and market competitiveness; for the
bonus, the Company will take into account the results of individual performance evaluation, the
reasonableness of the link between its operating performance and future risks. The Compensation
Committee then submits a proposal, which is passed at a board meeting before the policy takes effect.
However, if there is a significant risk event that affects the Company's reputation, internal mismanagement,
personnel malpractice and other risk events attributable to any manager, the bonus payable to him/her will
be reduced or cancelled. The manager's performance evaluation structure consists of "results evaluation"
and "function evaluation". After setting targets at the beginning of the year, the management performance
review is conducted quarterly and the performance evaluation is conducted semi-annually. The key focus
areas for performance evaluation include the execution results of strategic plans, business planning
capabilities, profitability, decision-making abilities, leadership and management skills, and the ability to
develop leaders. To fulfill the responsibility of sustainable development, a new "Corporate Sustainability
Development Indicator" has been added in 2024, accounting for 10% of the evaluation. This indicator aims to
achieve the Company's strategic objectives in the environmental, social, and governance (ESG) dimensions
and to link corporate sustainable development with the compensation policy for senior management.
The said principles may be adjusted based on economic conditions, the Company's future development, and
profitability and operating risks.
29
3. Corporate Governance Status
(1) Overview of Board of Directors Operation
The Board of Directors totally held 9 meetings in 2024.
1. The attendance records for Directors are as follows:
Title
Name
Attended in
Person
Attended by
Proxy
Attendance
Percentage (%)
Remarks
Chairman
Yu-Lon Chiao
9
0
100%
None
Vice Chairman
Representative of Chin-Xin
Investment Co., Ltd.: Shyi-Chin
Wang
9
0
100%
Note 1
Director
Yu-Cheng Chiao
9
0
100%
None
Director
Yu-Heng Chiao
8
1
88.9%
None
Director
Yu-Chi Chiao
8
1
88.9%
None
Director
Patricia Chiao
2
1
66.7%
Note 2
Director
Andrew Hsia
8
1
88.9%
None
Director
Wen-Chien Hsieh
2
1
66.7%
Note 3
Independent
Director
Ming-Ling Hsueh
9
0
100%
None
Independent
Director
Fu-Hsiung Hu
9
0
100%
None
Independent
Director
Tyzz-Jiun Duh
9
0
100%
None
Independent
Director
Wei-Chuan Gau
9
0
100%
None
Note 1: Chin-Xin Investment Co., Ltd., Corporate Director, appointed a new representative on October 21,
2024, replacing Li-Chin Ku with Shyi-Chin Wang.
Note 2: Ms. Patricia Chiao resigned from her position as Director on March 11, 2024.
Note 3: Ms. Wen-Chien Hsieh was appointed as a Director of the Company on May 17, 2024.
2. The attendance records for Independent Directors are as follows:
: Attended in Person; ◎: Attended by Proxy; ×: Applied for leave of absence
20th Term
6th Meeting
January 26,
2024
7th Meeting
February 19,
2024
8th Meeting
February 23,
2024
9th Meeting
March 11, 2024
10th Meeting
March 29, 2024
Ming-Ling
Hsueh
Fu-Hsiung Hu
Tyzz-Jiun Duh
Wei-Chuan Ga
20th Term
11th Meeting
May 3, 2024
12th Meeting
August 2, 2024
13th Meeting
October 14,
2024
14th Meeting
November 8,
2024
Ming-Ling
Hsueh
Fu-Hsiung Hu
Tyzz-Jiun Duh
Wei-Chuan
Gau
Corporate Governance Report
30
Other details that need to be recorded in meeting minutes:
1. In the event of the occurrence of any of the following scenarios with the operation of the Board of Directors,
the dates of meetings, session number, resolution, opinions of all Independent Directors and the Company's
subsequent action in response to these opinions shall be clearly stated:
(1) Matters and items stipulated in Article 14-3 of the Securities and Exchange Act.
December 31, 2024
Board of
Directors
Meeting
Content of Proposal and Resolution
Independ
ent
Directors’
Opinion(s
)
Company’s
Handling of
Independent
Directors’
Opinion(s)
Independent
Directors with
Recorded or
Written
Opposing or
Reserved
Opinion(s)
20th Term
6th Meeting
2024/01/26
Proposal:
Resolution:
Proposal to approve the Company's 2024
annual business plan.
Proposal passed.
None
None
None
Proposal:
Resolution:
Evaluation of the independence and
qualification of the Company's CPAs and
the quality of the CPA firm's audit for each
case, as well as the annual compensation
payable to the CPA firm.
Proposal passed.
None
None
None
Proposal:
Resolution:
In order to expand the production capacity
of high-voltage cables in Hsinchuang Plant,
improve the voltage level of testing
equipment, and expand business, the
Company's Wire and Cable Business Group
plans to add testing and production
equipment.
Proposal passed.
None
None
None
Proposal:
Resolution:
Proposal to update the investment plan
and investment amount of submarine
cable production plant and equipment set
up by Walsin Energy Cable System Co.,
Ltd., a subsidiary of the Company.
Proposal passed.
None
None
None
Proposal:
Resolution:
Cogne Acciai Speciali S.p.A., the
Company's Italian subsidiary, intends to
acquire 65% of the shares of Com. Steel
Inox S.p.A. (Italy).
Proposal passed.
None
None
None
Proposal:
Resolution:
PT. Walsin Nickel Industrial Indonesia
intends to lend the funds to the Company
and its Singapore subsidiary, Walsin
Singapore Pte. Ltd., in the total amount of
US$100 million.
Proposal passed.
None
None
None
31
Board of
Directors
Meeting
Content of Proposal and Resolution
Independ
ent
Directors’
Opinion(s
)
Company’s
Handling of
Independent
Directors’
Opinion(s)
Independent
Directors with
Recorded or
Written
Opposing or
Reserved
Opinion(s)
Proposal:
Resolution:
Walsin International Investments Limited,
a subsidiary of the Company in Hong Kong,
intends to lend the Company US$200
million, and lend Walsin (China)
Investment Co., Ltd., the Company's
subsidiary in China, US$320 million (or the
equivalent of RMB2.22 billion) and
RMB1.78 billion.
Proposal passed.
None
None
None
Proposal:
Resolution:
Amendments to the Company's Risk
Management Policy and Procedures.
Proposal passed.
None
None
None
Proposal:
Resolution:
Amendments to the Company’s Board of
Directors Meeting Regulations.
Proposal passed.
None
None
None
Proposal:
Resolution:
Proposal to review managers'
performance evaluation as well as
bonuses and compensation for 2023.
Proposal passed.
None
None
None
Proposal:
Resolution:
Proposal to set the goals for the
Company's managers for 2024.
Proposal passed.
None
None
None
Proposal:
Resolution:
Recusal:
Proposal for the distribution of the
performance bonus for Chairman and Vice
Chairman for 2023.
Proposal passed.
Yu-Lon Chiao and Patricia Chiao
None
None
None
20th Term
7th Meeting
2024/02/19
Proposal:
Resolution:
Cogne Acciai Speciali S.p.A., the
Company's Italian subsidiary, intends to
acquire 100% equity interest in
Mannesmann Stainless Tubes GmbH
(based in Germany).
Proposal passed.
None
None
None
20th Term
8th Meeting
2024/02/23
Proposal:
Resolution:
Distribution of remuneration to directors
and employees (including managers) for
2023.
Proposal passed.
None
None
None
Proposal:
Resolution:
Proposal to approve the 2023 Internal
Control System Statement.
Proposal passed.
None
None
None
Proposal:
Resolution:
Amendments to certain provisions of the
Company's internal control system.
Proposal passed.
None
None
None
Corporate Governance Report
32
Board of
Directors
Meeting
Content of Proposal and Resolution
Independ
ent
Directors’
Opinion(s
)
Company’s
Handling of
Independent
Directors’
Opinion(s)
Independent
Directors with
Recorded or
Written
Opposing or
Reserved
Opinion(s)
Proposal:
Resolution:
PT. Sunny Metal Industry and PT. Walsin
Nickel Industrial Indonesia, the Indonesian
subsidiaries of the Company, intend to
inject capital into their Indonesian
subsidiaries, PT. Walhsu Metal Industry, to
support the construction of their high-
grade nickel matte production line.
Proposal passed.
None
None
None
Proposal:
Resolution:
Amendments to the Company's Article of
Incorporation.
Proposal passed.
None
None
None
Proposal:
Resolution:
Proposal to issue domestic straight
corporate bonds.
Proposal passed.
None
None
None
Proposal:
Resolution:
Walsin Energy Cable System Co., Ltd., a
subsidiary of the Company, intends to
request the Company to provide
endorsement and guarantee to the
financial institutions for loans in response
to the capital needs for the construction of
the plant.
Proposal passed.
None
None
None
Proposal:
Resolution:
Walsin Singapore Pte. Ltd. (“WLS”) intends
to lend funds to PT. Sunny Metal Industry
(based in Indonesia) ("Sunny") with a non-
revolving facility of US$175.75 million.
Proposal passed.
None
None
None
Proposal:
Resolution:
Recusal:
Proposal to lift the non-compete ban on
directors imposed by Article 209 of the
Company Act.
Proposal passed.
Wei-Chuan Gau.
None
None
None
20th Term
9th Meeting
2024/03/11
Proposal:
Resolution:
Proposal to elect one director of the
Company and to add items to the agenda
of the Company's 2024 Annual General
Meeting of Shareholders. Proposal passed.
None
None
None
20th Term
10th Meeting
2024/03/29
Proposal:
Resolution:
Proposal to dispose of 20 percent of the
shares in Innovation West Mantewe Pte.
Ltd. (based in Singapore).
Proposal passed.
None
None
None
Proposal:
Resolution:
Proposal to carry out a capital injection
into Yantai Walsin Stainless Steel Co., Ltd.
through Concord Industries Limited.
Proposal passed.
None
None
None
33
Board of
Directors
Meeting
Content of Proposal and Resolution
Independ
ent
Directors’
Opinion(s
)
Company’s
Handling of
Independent
Directors’
Opinion(s)
Independent
Directors with
Recorded or
Written
Opposing or
Reserved
Opinion(s)
Proposal:
Resolution:
Amendments to the Company's
Procedures for Governing Financial and
Business Matters Between this
Corporation and its Related Parties.
Proposal passed.
None
None
None
Proposal:
Resolution:
Proposal to nominate the candidates for
the Directors of the Company of the 20th
term.
Proposal passed.
None
None
None
20th Term
11th Meeting
2024/05/03
Proposal:
Resolution:
Proposal to amend the Company’s internal
control system.
Proposal passed.
None
None
None
Proposal:
Resolution:
Walsin Singapore Pte. Ltd. intends to lend
funds to PT. Transcoal Minergy (based in
Indonesia) with a non-revolving facility of
US$18 million.
Proposal passed.
None
None
None
Proposal:
Resolution:
PT Sunny Metal Industry, the Company's
Indonesian subsidiary, intends to lend
US$60 million to its Indonesian subsidiary,
PT Walhsu Metal Industry, with a non-
revolving facility of US$60 million.
Proposal passed.
None
None
None
Proposal:
Resolution:
Proposal to carry out a capital injection
into a wholly-owned subsidiary of the
Company, Walsin Singapore Pte. Ltd., for
an amount of US$160 million.
Proposal passed.
None
None
None
Proposal:
Resolution:
The Company’s Singapore subsidiary,
Walsin Singapore Pte. Ltd., intends to lend
funds to Walsin Lihwa Europe S.à r.l., a
Luxembourg subsidiary of the Company,
with a non-revolving facility of EUR 30
million, and then WLE will lend funds to its
Italian subsidiary, Cogne Acciai Speciali
S.p.A., with a non-revolving facility of EUR
30 million.
Proposal passed.
None
None
None
Proposal:
Resolution:
Proposal to change the operations of
lending from Walsin (China) Investment
Co., Ltd. to Walsin (Nanjing) Development
Co., Ltd.
Proposal passed.
None
None
None
Corporate Governance Report
34
Board of
Directors
Meeting
Content of Proposal and Resolution
Independ
ent
Directors’
Opinion(s
)
Company’s
Handling of
Independent
Directors’
Opinion(s)
Independent
Directors with
Recorded or
Written
Opposing or
Reserved
Opinion(s)
20th Term
12th Meeting
2024/08/02
Proposal:
Resolution:
The Company intends to restructure the
investment structure of its European
subsidiaries through its subsidiaries Walsin
Lihwa Europe S.à r.l. and MEG S.A. (both
based in Luxembourg) and Cogne Acciai
Speciali S.p.A. (based in Italy).
Proposal passed.
None
None
None
Proposal:
Resolution:
The Company’s Luxembourg subsidiary,
Walsin Lihwa Europe S.à r.l., intends to
lend funds to MEG S.A. (based in
Luxembourg), with a non-revolving facility
of EUR 30.5 million, and then MEG will
lend funds to Cogne Acciai Speciali S.p.A.
(based in Italy), with a non-revolving
facility of EUR 30.5 million.
Proposal passed.
None
None
None
Proposal:
Resolution:
The Company intends to carry out a capital
injection into Cogne Acciai Speciali S.p.A.
(based in Italy) through its subsidiaries
Walsin Lihwa Europe S.à r.l. and MEG S.A.
(both based in Luxembourg).
Proposal passed.
None
None
None
Proposal:
Resolution:
MEG S.A., a 100% indirectly-owned
subsidiary of the Company in Luxembourg,
intends to repurchase shares from its
shareholder, Walsin Lihwa Europe S.à r.l.
(based in Luxembourg), and to proceed
with a capital reduction by cancelling
these shares.
Proposal passed.
None
None
None
Proposal:
Resolution:
Walsin Singapore Pte. Ltd., a Singapore
subsidiary of the Company, intends to lend
funds to Walsin Lihwa Europe S.à r.l.
(based in in Luxembourg) with a one-year
non-revolving facility of EUR 130 million
(or its equivalent in US dollars).
Proposal passed.
None
None
None
Proposal:
Resolution:
Walsin Lihwa Europe S.à r.l., the
Company's Luxembourg subsidiary,
intends to provide its Italian subsidiary,
Cogne Acciai Speciali S.p.A., with an
endorsement and guarantee of up to EUR
130 million for a period of not exceeding
five years.
Proposal passed.
None
None
None
35
Board of
Directors
Meeting
Content of Proposal and Resolution
Independ
ent
Directors’
Opinion(s
)
Company’s
Handling of
Independent
Directors’
Opinion(s)
Independent
Directors with
Recorded or
Written
Opposing or
Reserved
Opinion(s)
Proposal:
Resolution:
Walsin Singapore Pte. Ltd., the Company's
Singapore subsidiary, intends to lend
funds to PT. Walsin Everising Specialty
Steel Indonesia, a newly established joint
venture in Indonesia, with a non-revolving
facility of US$17,850,000.
Proposal passed.
None
None
None
Proposal:
Resolution:
PT. Walsin Nickel Industrial Indonesia, the
Company's Indonesian subsidiary, intends
to lend funds to PT. Sunny Metal Industry
and PT. Walhsu Metal Industry (both
based in Indonesia) with a one-year
revolving facility totaling US$30,000,000,
and to cancel the one-year revolving
facility of US$40,000,000 that PT. Walsin
Nickel Industrial Indonesia has with the
Company.
Proposal passed.
None
None
None
Proposal:
Resolution:
Walsin Singapore Pte. Ltd., the Company's
Singapore subsidiary, intends to lend
funds to PT. Sunny Metal Industry (based
in Indonesia) with two one-year non-
revolving facilities totaling
US$145,000,000.
Proposal passed.
None
None
None
Proposal:
Resolution:
Walsin Singapore Pte. Ltd. ("WLS"), the
Company's Singapore subsidiary, intends
to lend funds to INNOVATION WEST
MANTEWE PTE. LTD. (based in Singapore)
("IWM") with a non-revolving facility of
US$18,000,000.
Proposal passed.
None
None
None
Proposal:
Resolution:
Recusal:
Proposal to participate in the subscription
for new shares issued through a cash
capital increase in 2024 by Winbond
Electronics Corporation. Proposal passed.
Proposal passed.
Yu-Lon Chiao, Yu-Cheng Chiao, Yu-Heng
Chiao, Yu-Chi Chiao, and Li-Chin Ku
None
None
None
Proposal:
Resolution:
Walsin (Nanjing) Development Co., Ltd., a
subsidiary of the Company, intends to
obtain long-term facilities not exceeding
RMB 2 billion from financial institutions.
Proposal passed.
None
None
None
Corporate Governance Report
36
Board of
Directors
Meeting
Content of Proposal and Resolution
Independ
ent
Directors’
Opinion(s
)
Company’s
Handling of
Independent
Directors’
Opinion(s)
Independent
Directors with
Recorded or
Written
Opposing or
Reserved
Opinion(s)
Proposal:
Resolution:
Walsin (China) Investment Co., Ltd., a
subsidiary of the Company, intends to lend
funds to Hangzhou Walsin Power Cable
Co., Ltd. with a revolving facility of RMB
150 million.
Proposal passed.
None
None
None
Proposal:
Resolution:
Walsin (China) Investment Co., Ltd., a
subsidiary of the Company, intends to lend
funds to XiAn Walsin Metal Product Co.,
Ltd. with a non-revolving facility of RMB
190 million.
Proposal passed.
None
None
None
Proposal:
Resolution:
The Company intends to lend funds to
Borrego Energy Holdings, LLC (based in the
United States) and its subsidiary Borrego
Energy, LLC with a one-year non-revolving
facility totaling US$50,000,000.
Proposal passed.
None
None
None
Proposal:
Resolution:
Amendments to certain provisions of the
Company's internal control system.
Proposal passed.
None
None
None
Proposal:
Resolution:
Proposal to donate NT$15 million to apply
for the establishment of Walsin Lihwa
Sustainable Development Foundation.
Proposal passed.
None
None
None
20th Term
13th Meeting
2024/10/14
Proposal:
Resolution:
Walsin International Investments Limited,
the Company's Hong Kong subsidiary,
intends to lend funds to Borrego Energy
Holdings, LLC (based in the United States)
and its subsidiary Borrego Energy, LLC with
a one-year non-revolving facility totaling
US$50,000,000.
Proposal passed.
None
None
None
20th Term
14th Meeting
2024/11/08
Proposal:
Resolution:
Request for the Board of Directors to elect
the Vice Chairman of the Board of
Directors of the Company.
Proposal passed.
None
None
None
Proposal:
Resolution:
Cogne Acciai Speciali S.p.A., the
Company's Italian subsidiary, intends to
lend funds to its German subsidiary,
Mannesmann Stainless Tubes GmbH
(“MST”) and five subsidiaries wholly
owned by MST with a non-revolving
facility of EUR 30,000,000.
Proposal passed.
None
None
None
37
Board of
Directors
Meeting
Content of Proposal and Resolution
Independ
ent
Directors’
Opinion(s
)
Company’s
Handling of
Independent
Directors’
Opinion(s)
Independent
Directors with
Recorded or
Written
Opposing or
Reserved
Opinion(s)
Proposal:
Resolution:
Mannesmann Stainless Tubes GmbH, the
Company's German subsidiary, intends to
lend funds to its subsidiaries with
revolving facilities totaling approximately
EUR 50,000,000.
Proposal passed.
None
None
None
Proposal:
Resolution:
Additions and amendments to certain
provisions of the Company's internal
control system.
Proposal passed.
None
None
None
Proposal:
Resolution:
The Company's Singapore subsidiary,
Walsin Singapore Pte. Ltd., intends to
carry out a capital injection into PT. Walsin
Everising Specialty Steel Indonesia (based
in Indonesia) for about US$9.15 million.
Proposal passed.
None
None
None
Proposal:
Resolution:
Walsin Info-Electric Corp. ("Info-Electric"),
a subsidiary of the Company, intends to
lend funds to the Company with a non-
revolving facility of NT$100,000,000.
Proposal passed.
None
None
None
Proposal:
Resolution:
Jiangyin Walsin Steel Cable Co., Ltd., a
subsidiary of the Company, intends to lend
funds to Walsin (China) Investment Co.,
Ltd. with a revolving facility of RMB
55,000,000.
Proposal passed.
None
None
None
(2) In addition to the foregoing, there were other matters to be resolved by directors board meetings about
which an independent director expressed objections or reservations that had been included in records or
stated in writing: Not applicable
2. Director recusals due to conflicts of interests totaled 3 times.
December 31, 2024
No.
Term/Meeting
Date
Name(s) of
Directors
Proposal
Reason for
Recusal
Participated in Vote
or Not
1
20th Term
6th Meeting
January 26, 2024
Yu-Lon Chiao and
Patricia Chiao
Advice on Chairman’s and
Vice Chairman’s 2023
performance bonus
Personally
interested
Recused as
provided by law
2
20th Term
8th Meeting
February 23, 2024
Wei-Chuan Gau
Proposal to lift the non-
compete ban for the
Company’s Directors under
Article 209 of the Company
Act
Personally
interested
Recused as
provided by law
3
20th Term
12th Meeting
August 2, 2024
Yu-Lon Chiao, Yu-
Cheng Chiao, Yu-
Heng Chiao, Yu-Chi
Chiao, and Li-Chin
Ku
Proposal to participate in the
subscription for new shares
issued through a cash capital
increase in 2024 by Winbond
Electronics Corporation.
Personally
interested
Recused as
provided by law
Note: Ms. Patricia Chiao, Vice Chairman, resigned from her post on March 11, 2024.
Corporate Governance Report
38
3. Frequency, period, scope, method, and items of self-evaluation of the Board of Directors and the Compensation
Committee, Audit Committee, Sustainable Development Committee, and Nomination Committee:
Frequency
Period
Scope
Method
Item
Once every year
2024/01/01
~
2024/12/31
Board of Directors
Internal self-
evaluation of
the Board of
Directors
1. Involvement in the operation of
the Company.
2. Improve the quality of Board
decisions.
3. Composition and structure of the
board of directors.
4. Selection and Continuing
Education of Directors.
5. Internal control.
Once every year
2024/01/01
~
2024/12/31
Compensation
Committee, Audit
Committee, Sustainable
Development
Committee, and
Nomination Committee
Internal self-
evaluation of
the functional
committees
1. Involvement in the operation of
the Company.
2. Awareness of responsibilities of
the committees.
3. Improve the quality of decision
making in the committees.
4. Composition and selection of
committee members.
5. Internal control.
Once every year
2024/01/01
~
2024/12/31
Each director
Self or peer
performance
evaluation of
board
members
1. Understanding of the company's
objectives and tasks.
2. Awareness of directors'
responsibilities.
3. Involvement in the operation of
the Company.
4. Internal relationship management
and communication.
5. Professional and continuing
education of directors.
6. Internal control.
Once
every
3
years
2023/10/01
~
2024/09/30
Board of Directors and
each functional
committee
Evaluation by
an external
organization
The evaluation covered five
dimensions: board composition and
division of responsibilities, board
guidance and supervision, board
authorization and risk management,
board communication and
collaboration, and board self-
discipline and advancement.
4. Evaluation of achievement of enhancing the Board’s performance (e.g. establishing an Audit Committee and
increasing information transparency):
(1) Formulation of regulations related to the corporate governance: In addition to explicitly stating the powers
and duties of the Board of Directors in the company's articles of incorporation, the Company also follows
rules and regulations including the "Board of Directors Procedural Regulations", "Guidelines for the Ethical
Conduct of Directors and Managerial Officers", "Procedures for the Processing of Critical Internal
Information", "Corporate Governance Principles and Practice", "Corporate Management Integrity Principles",
"Behavioral Guidelines and Operation Procedures for Honest Practices", "Guidelines for the Ethical Conduct
of Employees", "Rules for Suggestions and Complaints from Related Parties", and "Practical Guidelines for
Corporate Social Responsibility" in order to strengthen operations of the Board of Directors as well as
corporate governance.
(2) Evaluation of the Performance of the Board of Directors and Functional Committees: To implement
corporate governance and enhance the Company's board functions, and to set forth performance objectives
to improve the operation efficiency of the board of directors, the Regulations Governing Board Performance
Evaluation were established pursuant to the Corporate Governance Best-Practice Principles for TWSE/TPEx
Listed Companies and shall apply to the Board of Directors, functional committee and individual directors.
According to the Company's Regulations Governing Board Performance Evaluation, the Board of Directors
must conduct a performance evaluation at least once a year. The Board's performance evaluation should be
conducted by an external professional independent institution or a team of external experts and scholars at
39
least once every three years, and should be performed at the end of each year for that year's performance
evaluation. The internal self-assessment method for the Board and each functional committee involves each
agenda working group providing questionnaires for Board members to complete in December each year.
The questionnaire results are compiled and presented to the Nomination Committee and the Board of
Directors for performance evaluation reporting. The external and internal performance evaluations of the
Board of Directors, Compensation Committee, Audit Committee, Sustainable Development Committee, and
Nomination Committee for 2024 were completed in December 2024 and reported to the Board of Directors
on January 6, 2025.
A. Regarding external evaluations:
In 2018, the Company first appointed Taiwan Corporate Governance Association ("TCGA"), an
independent third party with which the Company has no business dealings, to evaluate the effectiveness
of its Board of Directors once every three years. The evaluation was conducted by means of
questionnaires and on-site interviews on five major aspects of the board of directors, i.e., board
composition and division of responsibilities, board guidance and supervision, board authorization and
risk management, board communication and collaboration, and board self-discipline and advancement.
Through the review by a professional organization and with the guidance of and communications with
the evaluation members, the Company obtained professional and objective evaluation results and
recommendations. The external evaluation of the Board's performance for 2024 was completed in
December 2024 and reported to the Board of Directors on January 6, 2025.
The measures in response to the recommendations of the external evaluation institution in 2024 are as
follows:
Recommendations of External Evaluation Institution
Measures
Setting
Goals
for the Board
of
Directors
and Functional
Committees
It is recommended that after the election of
each term of the Board of Directors, goals
should be established for the current term of
the Board and its functional committees.
Additionally, the responsibilities of each
functional committee should be reviewed, and
the relevant objectives should be incorporated
into the Performance Evaluation Indicators for
the Board of Directors and Functional
Committees to ensure that the goals of the
Board and functional committees for their
term can be reasonably achieved.
Following this recommendation,
self-assessment items regarding
assignments or objectives for
Board members for their term
have been added, with the
Nomination
Committee
conducting regular reviews and
providing
recommendations.
Each functional committee has
similarly
implemented
these
additional items accordingly.
B. Regarding the annual internal evaluation for 2024, the 2024 Board of Directors' and functional
committees' performance self-evaluation results go as follows:
(a) Board of Directors' overall average score 4.80 points (out of 5 points)
(b) Board members' overall average score 4.77 points (out of 5 points)
(c) Compensation Committee: 5.0 points (out of 5 points)
(d) Audit Committee: 5.0 points (out of 5 points)
(e) Sustainable Development Committee: 4.97 points (out of 5 points)
(f) Nomination Committee: 5.0 points (out of 5 points)
In December 2024, the Company conducted an internal annual board performance evaluation of the board
of directors, individual board members and functional committees (i.e., the Compensation Committee, Audit
Committee, Sustainable Development Committee, and Nomination Committee) in accordance with the
evaluation indicators and evaluation procedures specified in these Rules, and compiled and scored the data
after the questionnaires were collected, and made recommendations for improvement. This year, the
Company has made recommendations for improvement in the level of Directors' participation in the
Company's internal control and operations, as well as the follow-ups on the recommendations made by an
external evaluation institution in 2024, both of which were consolidated and reported to the Nomination
Committee on January 6, 2025 and the Board of Directors' meeting, the details of which were disclosed on
the Company's website.
(3) Implementing the performance evaluation of the functional committees: In accordance with the
"Regulations for the Evaluation of the Performance of the Board of Directors (including Functional
Committees) and their Remunerations" formulated by the Compensation Committee based on the latest
version published by the Competent Authority, our Compensation Committee, Audit Committee, Sustainable
Corporate Governance Report
40
Development Committee, and Nomination Committee members in December every year evaluate
themselves by the assessment indicators to measure the corporate leadership strategic directions and
oversee the corporate operational performance in an effort to improve shareholders' long-term value.
(4) Actively participating in corporate governance: In recent years, the Company has actively participated in the
promotion of the corporate governance and the transparency in information disclosure. Walsin Lihwa was
listed as the top 5% outstanding companies by seven consecutive times of Corporate Governance Evaluation
from 2017 to 2023. The Company also received five outstanding recognitions: Taiwan's Top 100
Sustainability Model Business Award, Information Security Leadership Award, Platinum Sustainability Report
Award (Traditional Manufacturing Industry), Bronze Prize for English Sustainability Report, and Sustainable
Micro Movie Bronze Award. The Company will continue making efforts to maintain among the top with
respect to the Corporate Governance Evaluation Results. The Company not only will continue to strive to
actively participate in the corporate governance evaluation, but also has formed a project to improve
corporate governance matters and enhance corporate governance capabilities.
The Company is committed to enhancing the transparency of information. In addition to announcing
financial information in accordance with laws and regulations, the Company also holds regular investor
conferences four times a year. In 2024, the Company was granted a long-term credit rating of 'twA-' and a
short-term credit rating of 'twA-2' with a 'negative' outlook by Taiwan Ratings. In addition, it was our first
time in 2023 to volunteer to fill in the DJSI and scored 57 points (ranked 7/188 in ELQ Electrical Components
& Equipment for the same industry). The Company's financial structure was certified by an external
organization, and the disclosure of information to stakeholders was also enhanced through the external
release of credit ratings.
(5) Enhancing the board’s functions and decision-making quality: In order to bring into play the functions and
decision-making quality of the Board of Directors, our company regularly holds strategic meetings on a
quarterly basis to enable the directors to understand our financial and business conditions and the
formulation of major business strategies and the implementation of related plans. In addition, quarterly
operational meetings are also held to help directors understand the operational content through reporting
by operating units, so as to improve the performance of the Board of Directors. In the meantime, the
directors may provide their effective guidance out of their expertise and experience to the operating units
during such meetings.
(6) Heavy reliance on the independent directors’ functions: Authorizing independent directors to utilize their
own expertise and regularly participate in our company's investment assessment projects and matters
relevant to corporate governance. The Audit Committee was formally established by all independent
directors after the shareholders' meeting on May 26, 2017, and the Audit Committee of the third term was
formed by all independent directors on May 19, 2023; the Compensation Committee of the fifth term was
established on May 19, 2023, with all independent directors acting as its members. On May 19, 2023,
Chairman, Vice Chairman and all independent directors were appointed as members of the Sustainable
Development Committee of the third term of the Company. On May 19, 2023, Chairman and all Independent
Directors were appointed as the members of the Nomination Committee of the second term of the Company.
These four functional committees continue to assist the Board of Directors in its oversight responsibilities.
(7) Raising the transparency of corporate data: On the MOPS and our official website, we voluntarily disclose
the related law and regulations which we follow, the important resolutions adopted at Board meetings and
the relevant information to help shareholders understand our activities and to raise transparency in our
corporate information.
(II) Operation of the Audit Committee
1. The major matters reviewed by the Audit Committee include:
(1)
Adoption of or amendment to the internal control system pursuant to Article 14-1 of the Securities and
Exchange Act.
(2)
Assessment of the effectiveness of the internal control system.
(3)
Adoption of or amendment to procedures for financial or operational actions of material significance, such
as acquisition or disposal of assets, derivatives trading, extension of loans to others, or endorsements or
guarantees for others, pursuant to Article 36-1 of the Securities and Exchange Act.
(4)
Matters bearing on the personal interest of a director.
(5)
Material asset or derivatives transactions.
(6)
Material loans, endorsements, or provision of guarantees.
(7)
The offering, issuance, or private placement of any equity-type securities.
(8)
The engagement or dismissal of a CPA, or the compensation given thereto.
41
(9)
The appointment or discharge of a financial, accounting, or internal auditing officer.
(10) Annual financial reports signed or sealed by the Chairman, manager and accounting officer.
(11) Any other material matter so required by the Company or the Competent Authority.
2. Audit Committee's Annual Work Summary:
(1)
Agenda arrangement (for Audit Committee meetings and communication meetings)
(2)
Handling matters related to the meeting of the Audit Committee in accordance with the law (meeting
notice, proceedings)
(3)
Follow-ups and execution of improvements requested by the Audit Committee
(4)
Providing company information required by independent directors to assist them in fully exercising their
powers
(5)
Annual self-assessment of the Audit Committee
(6)
Establishing and revising the organizational regulations and relevant operating procedures
(7)
Announcement of relevant matters concerning the Audit Committee pursuant to law (organizational
regulations and operational status)
(8)
Whether any employee, manager and director has entered into related-party transactions and possible
conflicts of interest in such transactions
(9)
Suggestions and complaints from interested parties
(10) Management of exchange rate risks
(11) Information Security
(12) Work safety/environmental protection and legal compliance
3. The Audit Committee of the third term started on May 19, 2023 and will be ending on May 18, 2026. The
meetings were held 7 times in 2024, and the attendance of the independent directors in 2024 is as follows:
Title
Name
Personally
Attended
Attended by
Proxy
Attendance
rate (%)
Remarks
Convener
Fu-Hsiung Hu
7
0
100%
None
Member
Ming-Ling Hsueh
7
0
100%
None
Member
Wei-Chuan Gau
7
0
100%
None
Member
Tyzz-Jiun Duh
7
0
100%
None
4. Other matters that need to be recorded in meeting minutes:
(1) If any of the following circumstances occurs during the operation of the Audit Committee, the Board meeting
date, meeting number, the proposal contents, the resolution of the Audit Committee and our company's
handling of the Audit Committee's opinions shall be clearly described.
A. Items listed in Article 14-5 of the Securities and Exchange Act:
Term of
Audit
Committee
Meeting
Date
Term of the
Board of
Directors
Meeting
Date
Proposals and Resolutions
Independent
Directors'
Dissenting
Opinions,
Reservations, or
Significant
Recommendations
Company’s
Handling of Audit
Committee
Member’s Opinion
3rd Term
6th Meeting
2024/01/19
20th Term
6th Meeting
2024/01/26
Proposal: Proposal to approve the Company's
2024 annual business plan.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
Proposal: Evaluation of the independence and
qualification of the Company's CPAs
and the quality of the CPA firm's
audit for each case, as well as the
annual compensation payable to
the CPA firm.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
Corporate Governance Report
42
Term of
Audit
Committee
Meeting
Date
Term of the
Board of
Directors
Meeting
Date
Proposals and Resolutions
Independent
Directors'
Dissenting
Opinions,
Reservations, or
Significant
Recommendations
Company’s
Handling of Audit
Committee
Member’s Opinion
Proposal: In order to expand the production
capacity of high-voltage cables in
Hsinchuang Plant, improve the
voltage level of testing equipment,
and expand business, the
Company's Wire and Cable Business
Group plans to add testing and
production equipment.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
Proposal: Proposal to update the investment
plan and investment amount of
submarine cable production plant
and equipment set up by Walsin
Energy Cable System Co., Ltd., a
subsidiary of the Company.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
Proposal: Cogne Acciai Speciali S.p.A., the
Company's Italian subsidiary,
intends to acquire 65% of the
shares of Com. Steel Inox S.p.A.
(based in Italy).
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
Proposal: PT. Walsin Nickel Industrial
Indonesia intends to lend the funds
to the Company and its Singapore
subsidiary, Walsin Singapore Pte.
Ltd., in the total amount of US$100
million.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
Proposal: Walsin International Investments
Limited, a subsidiary of the
Company in Hong Kong, intends to
lend the Company US$200 million,
and lend Walsin (China) Investment
Co., Ltd., the Company's subsidiary
in China, US$320 million (or the
equivalent of RMB2.22 billion) and
RMB1.78 billion.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
20th Term
10th
Meeting
2024/03/29
Proposal: Proposal to dispose of 20 percent
of the shares in Innovation West
Mantewe Pte. Ltd. (based in
Singapore).
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
43
Term of
Audit
Committee
Meeting
Date
Term of the
Board of
Directors
Meeting
Date
Proposals and Resolutions
Independent
Directors'
Dissenting
Opinions,
Reservations, or
Significant
Recommendations
Company’s
Handling of Audit
Committee
Member’s Opinion
3rd Term
7th Meeting
2024/02/16
20th Term
7th Meeting
2024/02/19
Proposal: Cogne Acciai Speciali S.p.A., the
Company's Italian subsidiary,
intends to acquire 100% equity
interest in Mannesmann Stainless
Tubes GmbH (based in Germany).
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
20th Term
8th Meeting
2024/02/23
Proposal: Proposal to approve the Company’s
2023 business reports and financial
statements.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
Proposal: Proposal to approve the Company’s
2023 consolidated business reports
and consolidated financial
statements of affiliated enterprises.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
Proposal: Proposal to approve the Company’s
2023 Profit Distribution Table.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
Proposal: Proposal to approve the Company’s
2023 Internal Control System
Statement.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
Proposal: Amendments to certain provisions
of the Company's internal control
system.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
Proposal: PT. Sunny Metal Industry and PT.
Walsin Nickel Industrial Indonesia,
the Indonesian subsidiaries of the
Company, intend to inject capital
into their Indonesian subsidiaries,
PT. Walhsu Metal Industry
(“Walhsu”), to support the
construction of Walhsu’s high-
grade nickel matte production line.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
Proposal: Proposal to lift the non-compete
ban on directors imposed by Article
209 of the Company Act.
Resolution: Proposal passed.
None
Except for Wei-
Chuan Gau,
Independent
Director, who
recused himself
due to personal
conflict of
interests, all of the
Directors present
approved the
proposal
Corporate Governance Report
44
Term of
Audit
Committee
Meeting
Date
Term of the
Board of
Directors
Meeting
Date
Proposals and Resolutions
Independent
Directors'
Dissenting
Opinions,
Reservations, or
Significant
Recommendations
Company’s
Handling of Audit
Committee
Member’s Opinion
unanimously.
Proposal: Amendments to the Company's
Article of Incorporation.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
Proposal: Proposal to issue domestic straight
corporate bonds.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
Proposal: Walsin Energy Cable System Co.,
Ltd., a subsidiary of the Company,
intends to request the Company to
provide endorsement and
guarantee to the financial
institutions for loans in response to
the capital needs for the
construction of the plant.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
Proposal: Walsin Singapore Pte. Ltd., the
Company's subsidiary, intends to
lend funds to PT. Sunny Metal
Industry (based in Indonesia) with a
non-revolving facility of
US$175,750,000.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
3rd Term
8th Meeting
2024/03/22
20th Term
10th
Meeting
2024/03/29
Proposal: Proposal to carry out a capital
injection into Yantai Walsin
Stainless Steel Co., Ltd. through
Concord Industries Limited.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
3rd Term
9th Meeting
2024/04/26
20th Term
11th
Meeting
2024/05/03
Proposal: Proposal to approve the Company’s
consolidated financial statements
for the first quarter of 2024.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
Proposal: Proposal to amend the Company’s
internal control system.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
Proposal: Walsin Singapore Pte. Ltd., the
Company’s Singapore subsidiary,
intends to lend funds to its investee
company, PT. Transcoal Minergy
(based in Indonesia), with a non-
revolving facility of US$18 million.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
Proposal: PT Sunny Metal Industry, the
Company's Indonesian subsidiary,
intends to lend US$60 million to its
None
All of the Directors
present approved
the proposal
45
Term of
Audit
Committee
Meeting
Date
Term of the
Board of
Directors
Meeting
Date
Proposals and Resolutions
Independent
Directors'
Dissenting
Opinions,
Reservations, or
Significant
Recommendations
Company’s
Handling of Audit
Committee
Member’s Opinion
Indonesian subsidiary, PT Walhsu
Metal Industry, with a non-
revolving facility of US$60 million.
Resolution: Proposal passed.
unanimously.
Proposal: Proposal to carry out a capital
injection into a wholly-owned
subsidiary of the Company, Walsin
Singapore Pte. Ltd., for an amount
of US$160 million.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
Proposal: The Company’s Singapore
subsidiary, Walsin Singapore Pte.
Ltd., intends to lend funds to
Walsin Lihwa Europe S.à r.l., a
Luxembourg subsidiary of the
Company, with a non-revolving
facility of EUR 30 million, and then
WLE will lend funds to its Italian
subsidiary, Cogne Acciai Speciali
S.p.A., with a non-revolving facility
of EUR 30 million.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
Proposal: Proposal to change the operations
of lending from Walsin (China)
Investment Co., Ltd. to Walsin
(Nanjing) Development Co., Ltd.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
3rd Term
10th
Meeting
2024/07/26
20th Term
12th
Meeting
2024/08/02
Proposal: Proposal to approve the Company’s
consolidated financial statements
for the second quarter of 2024.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
Proposal: Walsin Singapore Pte. Ltd., the
Company's Singapore subsidiary,
intends to lend funds to PT. Walsin
Indigo Specialty Steel Indonesia
(based in Indonesia) with a non-
revolving facility of US$17,850,000.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
Proposal: The Company intends to
restructure its European
subsidiaries' investment structure
through Walsin Lihwa Europe S.à
r.l. (a subsidiary in Luxembourg),
MEG S.A. (a subsidiary in
Luxembourg), and Cogne Acciai
Speciali S.p.A. (a subsidiary in Italy).
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
Corporate Governance Report
46
Term of
Audit
Committee
Meeting
Date
Term of the
Board of
Directors
Meeting
Date
Proposals and Resolutions
Independent
Directors'
Dissenting
Opinions,
Reservations, or
Significant
Recommendations
Company’s
Handling of Audit
Committee
Member’s Opinion
Proposal: The Company’s Luxembourg
subsidiary, Walsin Lihwa Europe S.à
r.l., intends to lend funds to MEG
S.A. (a subsidiary in Luxembourg),
with a non-revolving facility of EUR
30.5 million, and then MEG will
lend funds to Cogne Acciai Speciali
S.p.A. (a subsidiary in Italy), with a
non-revolving facility of EUR 30.5
million.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
Proposal: The Company intends to carry out a
capital injection into Cogne Acciai
Speciali S.p.A. (a subsidiary in Italy)
through Walsin Lihwa Europe S.à
r.l. (a subsidiary in Luxembourg)
and MEG S.A. (a subsidiary in
Luxembourg).
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
Proposal: MEG S.A., a 100% indirectly-owned
subsidiary of the Company in
Luxembourg, intends to repurchase
shares from its shareholder, Walsin
Lihwa Europe S.à r.l. (based in
Luxembourg), and to proceed with
a capital reduction by cancelling
these shares.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
Proposal: Proposal to participate in the
subscription for new shares issued
through a cash capital increase in
2024 by Winbond Electronics
Corporation.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
Proposal: PT. Walsin Nickel Industrial
Indonesia (“Walsin Nickel”), the
Company's Indonesian subsidiary,
intends to lend funds to PT. Sunny
Metal Industry and PT. Walhsu
Metal Industry (both Indonesian
subsidiaries) with a one-year
revolving facility totaling
US$30,000,000, and to cancel the
one-year revolving facility of
US$40,000,000 that Walsin Nickel
has with the Company.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
47
Term of
Audit
Committee
Meeting
Date
Term of the
Board of
Directors
Meeting
Date
Proposals and Resolutions
Independent
Directors'
Dissenting
Opinions,
Reservations, or
Significant
Recommendations
Company’s
Handling of Audit
Committee
Member’s Opinion
Proposal: Walsin Singapore Pte. Ltd., the
Company's Singapore subsidiary,
intends to lend funds to PT. Sunny
Metal Industry (a subsidiary in
Indonesia) with two one-year non-
revolving facilities totaling
US$145,000,000.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
Proposal: Walsin Singapore Pte. Ltd. ("WLS"),
the Company's Singapore
subsidiary, intends to lend funds to
Innovation West Mantewe Pte. Ltd.
(an investee company based in
Singapore) ("IWM") with a non-
revolving facility of US$18,000,000.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
Proposal: Walsin (China) Investment Co., Ltd.,
a subsidiary of the Company,
intends to lend funds to Hangzhou
Walsin Power Cable Co., Ltd. with a
revolving facility of RMB 150
million.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
Proposal: Walsin (China) Investment Co., Ltd.,
a subsidiary of the Company,
intends to lend funds to XiAn
Walsin Metal Product Co., Ltd. with
a non-revolving facility of RMB 190
million.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
Proposal: The Company intends to lend funds
to Borrego Energy Holdings, LLC (a
subsidiary in the United States) and
its subsidiary Borrego Energy, LLC
with a one-year non-revolving
facility totaling US$50,000,000.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
Proposal: Amendments to certain provisions
of the Company's internal control
system.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
Proposal: Walsin Singapore Pte. Ltd., a
Singapore subsidiary of the
Company, intends to lend funds to
Walsin Lihwa Europe S.à r.l. (a
subsidiary in in Luxembourg) with a
one-year non-revolving facility of
EUR 130 million (or its equivalent in
None
All of the Directors
present approved
the proposal
unanimously.
Corporate Governance Report
48
Term of
Audit
Committee
Meeting
Date
Term of the
Board of
Directors
Meeting
Date
Proposals and Resolutions
Independent
Directors'
Dissenting
Opinions,
Reservations, or
Significant
Recommendations
Company’s
Handling of Audit
Committee
Member’s Opinion
US dollars).
Resolution: Proposal passed.
Proposal: Walsin Lihwa Europe S.à r.l., the
Company's Luxembourg subsidiary,
intends to provide its Italian
subsidiary, Cogne Acciai Speciali
S.p.A., with an endorsement and
guarantee of up to EUR 130 million
for a period of not exceeding five
years.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
3rd Term
11th
Meeting
2024/10/14
20th Term
13th
Meeting
2024/10/14
Proposal: Walsin International Investments
Limited, the Company's Hong Kong
subsidiary, intends to lend funds to
Borrego Energy Holdings, LLC (a
subsidiary in the United States) and
its subsidiary Borrego Energy, LLC
with a one-year non-revolving
facility totaling US$50,000,000.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
3rd Term
12th
Meeting
2024/11/01
20th Term
14th
Meeting
2024/11/08
Proposal: Cogne Acciai Speciali S.p.A., the
Company's Italian subsidiary,
intends to lend funds to its German
subsidiary, Mannesmann Stainless
Tubes GmbH (“MST”) and five
subsidiaries wholly owned by MST
with a non-revolving facility of EUR
30,000,000.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
Proposal: Mannesmann Stainless Tubes
GmbH (“MST”), the Company's
German subsidiary, intends to lend
funds to its subsidiaries with
revolving facilities totaling
approximately EUR 50,000,000.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
Proposal: Proposal to approve the Company’s
consolidated financial statements
for the third quarter of 2024.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
Proposal: Additions and amendments to
certain provisions of the Company's
internal control system.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
Proposal: Proposal to approve the Company’s
2025 annual audit plan.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
49
Term of
Audit
Committee
Meeting
Date
Term of the
Board of
Directors
Meeting
Date
Proposals and Resolutions
Independent
Directors'
Dissenting
Opinions,
Reservations, or
Significant
Recommendations
Company’s
Handling of Audit
Committee
Member’s Opinion
Proposal: The Company's Singapore
subsidiary, Walsin Singapore Pte.
Ltd., intends to carry out a capital
injection into PT. Walsin Everising
Specialty Steel Indonesia (based in
Indonesia) for about US$9.15
million.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
Proposal: Walsin Info-Electric Corp., a
subsidiary of the Company,
proposes to extend a non-revolving
credit facility of NT$100,000,000 to
the Company.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
Proposal: Jiangyin Walsin Steel Cable Co.,
Ltd., a subsidiary of the Company,
intends to lend funds to Walsin
(China) Investment Co., Ltd. with a
revolving facility of RMB
55,000,000.
Resolution: Proposal passed.
None
All of the Directors
present approved
the proposal
unanimously.
B. Except for the foregoing items, the items that were not approved by the Audit Committee but were resolved
by more than two-thirds of all directors: No such situation.
(2) Independent directors recusing themselves from conflicts of interest: None
(3) Communication between independent directors, the chief internal auditor and CPAs:
A. Communication policy between independent directors, chief internal auditor and CPAs:
(A) The CPAs are invited to attend Audit Committee meetings at least twice a year and to report to the Audit
Committee on the review or audit results of our Company’s and its affiliates’ financial statements and
the internal control audit status. The CPA shall fully communicate any material adjustments to entries
or any amendments to laws and regulations.
(B) If necessary, a communication meeting may be called at any time with the CPAs.
(C) The chief internal auditor shall meet with the independent directors regularly in Audit Committee
meetings at least once a quarter to report on the internal audit implementation of our Company and
the internal control operations. In case of major irregularities, the meeting may be called at any time.
(D) The convener of the Audit Committee shall discuss the internal audit operation with the chief internal
auditor every quarter non-periodically aside from the above regular meetings.
Corporate Governance Report
50
B. Summary of communications between independent directors and CPAs for 2024:
Independent directors have good communication with CPAs individually.
Date
Communication Highlights
Directors’
Recommendation
Execution Result
2024/2/16
Audit
Committee
Meeting
The CPAs have provided a
description of the key
audits of the stand-alone
and consolidated financial
statements for the year
2023 and the results of the
audit.
None.
The stand-alone and consolidated
financial statements for the year 2023
were approved by the Audit
Committee and submitted for
discussion at the 8th meeting of the
Board of Directors of 20th term on
February 23, 2024.
2024/7/26
Audit
Committee
Meeting
The CPAs provide an
explanation of the audit
results of the consolidated
financial statements for the
second quarter of 2024.
None.
The consolidated financial statements
for the second quarter of 2024 were
approved by the Audit Committee and
reported to the 12th Meeting of the
Board of Directors of 20th term on
August 2, 2024.
2024/12/13
Individual
Communication
Meeting
1. The CPAs explained the
scope, method and
discovery of the annual
audit for 2024 and
discussed with the Audit
Committee members on
the key audit matters.
2. Carbon fee collection
and accounting
treatment issues.
3. International Financial
Reporting Standards
sustainability disclosure
standards.
4. Key amendments to IFRS
18 financial statement
presentation and
disclosure.
None.
1. Key audit matters for the 2024
financial statements were
confirmed.
2. The engagement and assessment
of the CPAs was submitted to the
13th meeting of the Audit
Committee of third term on
January 6, 2025 for discussion.
51
C. Summary of communications between independent directors and the chief internal auditor for 2024:
Date
Key Points of
Communications
Independent Directors’
Advice
Follow-Ups and Results
2024/2/16
Audit
Committee
Meeting
Report on audit
implementation in the 4th
quarter of 2023.
None.
The report on audit implementation
for the fourth quarter of 2023 has
been passed by the Audit
Committee and reported to the
Board of Directors.
2024/4/26 Audit
Committee
Meeting
Report on audit
implementation in the 1st
quarter of 2024.
None.
The report on audit implementation
for the first quarter of 2024 has
been passed by the Audit
Committee and reported to the
Board of Directors.
2024/7/26 Audit
Committee
Meeting
Report on audit
implementation in the 2nd
quarter of 2024.
None.
The report on audit implementation
for the second quarter of 2024 has
been passed by the Audit
Committee and reported to the
Board of Directors.
2024/11/1
Audit
Committee
Meeting
1. Report on audit
implementation in the
3rd quarter of 2024.
1. None.
1. Report on audit implementation
in the 3rd quarter of 2024 has
been passed by the Audit
Committee and reported to the
Board of Directors.
2. Discussion of 2025
annual audit plan.
2. None.
2. 2025 annual audit plan has been
passed by the Audit Committee
and submitted to the Board of
Directors for discussion.
2024/12/13
Individual
Communication
Meeting
Between
Independent
Directors and
Chief Internal
Auditor
1. Report on the
implementation of audit
operations in 2024.
1. None.
1. None.
2. Internal audit
transformation and
digitalization.
2.
(1) Please strengthen
system, information
strategy, and
related control
audits.
(2) Enhance internal
audit functions for
overseas
subsidiaries, with a
focus on post-
investment
management.
(3) Please pay closer
attention to each
department's
compliance with
ESG.
2.
(1) Digital auditing will be
strengthened, and information
system audits will be
incorporated as a key initiative
for 2025.
(2) We will continue to monitor the
development of internal audit
functions in overseas
subsidiaries and enhance the
audits of the effectiveness of
post-investment management.
(3) Sustainability information
management has been included
in the 2025 audit plan, and we
will continue to monitor ESG
regulatory compliance.
Corporate Governance Report
52
(3) Differences between our corporate governance and the Corporate Governance Best-Practice Principles
for TWSE- and TPEx-listed Companies and reason(s):
Appraisal Items
Actual Governance (Note 1)
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE-/ TPEx-
listed Companies
and Reason(s)
Yes No
Summary Description
1. Has the company set and
disclosed the principles for
practicing corporate
governance according to the
Corporate Governance Best-
Practice Principles for TWSE-
TPEx-listed Companies?
Yes
The Company has formulated the Corporate Governance
Principles and Practice according to the "Corporate
Governance Best-Practice Principles for TWSE- TPEx-listed
Companies", which were amended as approved by the
Board of Directors in 2022 and were disclosed on the
Company's website.
https://www.walsin.com/investors/corporate-
governance/#pills-major-internal-policies
In line with the
Corporate
Governance Best-
Practice Principles
for TWSE- TPEx-
listed Companies
2. The Company's ownership
structure and shareholders’
equity
(1) Has the company
implemented a set of
internal procedures to
handle shareholders'
suggestions, queries,
disputes and litigations?
(2) Has the company had a
list of major
shareholders who
actually control the
company or a list of
ultimate controller of
such shareholders?
(3) Has the company
established and
implemented risk
control/management
and firewall mechanisms
between the company
and its affiliated firms?
(4) Has the company set
internal regulations that
prohibit the company's
personnel from taking
advantage of
information that has not
been disclosed to the
public to purchase or sell
securities?
Yes
Yes
Yes
Yes
(1) Our Shareholders Service & Contact Office is in charge
of handling various shareholder recommendations,
queries and disputes. The Company also provides
related contact details on the Company's website and
in the annual report and has set up a stakeholder
mailbox to collect stakeholders' questions and
suggestions.
(2) The Company periodically discloses the list of ultimate
controllers of its principal shareholders pursuant to the
laws and regulations.
(3) 1. The Company has drafted rules governing the
supervision of its subsidiaries, which have been
approved by the Board.
2. All of the Company's affiliates are subsidiaries; the
Company directly or indirectly retains at least 50% of
their shares. Business dealings with affiliates are
treated as transactions with third parties.
3. The Company has drawn up rigorous rules governing
the lending, the endorsement/ guarantees as well as
the management of disposal/acquisition of assets
and derivatives transactions to/for/with its affiliates.
(4) In order to establish an effective handling and
disclosure mechanism for major internal information
processing operations, so that unauthorized
information leakage can be avoided, consistency and
accuracy of information disclosed by the Company to
the public can be maintained and insider trading can
be prevented, the Company has established the
"Procedures for Major Internal Information Processing
Operations." Such procedures were last revised on
November 4, 2022 and renamed as "Procedures for
Handling Internal Material Information and Prevention
of Insider Trading" to strengthen the corporate culture
of prevention of insider trading and the control
measures against insider stock trading.
The Company's Directors' and Managerial Officers'
Code of Ethical Conduct was amended on August 4,
2020. Such code contains regulations pertaining to the
prohibition of insider trading pursuant to the
In line with the
Corporate
Governance Best-
Practice Principles
for TWSE- and
TPEx-listed
Companies.
53
Appraisal Items
Actual Governance (Note 1)
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE-/ TPEx-
listed Companies
and Reason(s)
Yes No
Summary Description
Company's internal regulations and the Securities and
Exchange Act. Relevant regulations are uploaded as an
electronic copy to the Company's electronic bulletin
board of its internal regulations for the perusal by
relevant personnel.
The Company periodically conducts internal training on
ethical management (anti-corruption) and prevention
of insider trading (among others) and educates its
directors and employees on relevant policies and the
importance of delivering integrity and compliance. In
addition, some educational and awareness-raising
articles on compliance with the regulations prohibiting
insider trading have been published on the Company's
internal education and training platform "Walsin Lihwa
College", so that all managers may read and
understand information related to ethical
management. The details thereof have been disclosed
on the Company's website (in the Risk Management_
Prevention of Insider Trading Section):
https://www.walsin.com/investors/corporate-
governance/#pills-information-security
3. The composition and duties
of the Board
(1) Has the Board of
Directors devised a
policy and concrete
management objectives
for a more diverse
composition of the
Board? If so, has the plan
been implemented?
Yes
(1) In accordance with Article 20 of the Company's
Corporate Governance Best Practice Principles and the
"Principles of Election of Board Members and
Managers and Guidelines for Continuing Education and
Succession Planning" established by the Company, the
Board of Directors will implement the objectives of
diversity and independence in terms of expertise,
experience and gender required for Board members,
and will continue to invite appropriate candidates to
join the Board of Directors in accordance with the
above objectives in order to strengthen the balance of
the Board of Directors in response to the Company's
development strategies and changes in the internal
and external environment. In order to achieve the
desired objectives of corporate governance, the Board
of Directors of the Company is composed of members
from the management team, managers of relevant
industries and professionals with financial, business,
accounting, and legal backgrounds, who effectively
perform the duties of Board members with different
fields and backgrounds and considerable practical
experience. These duties include establishing and
maintaining the Company's vision and values, assisting
in promoting corporate governance and strengthening
management, overseeing and evaluating the
implementation of management policies and
operational plans, and being responsible for the
Company's overall economic, social, and environmental
operations to enhance corporate governance and
corporate value from the perspective of stakeholders.
The Company focuses on its board diversity and
therefore has a total of 11 directors on the Board of
Directors of the 20th term, including one female
Director. The Company also values corporate
governance and thus has four Independent Directors
In line with the
Corporate
Governance Best-
Practice Principles
for TWSE- and
TPEx-listed
Companies.
Corporate Governance Report
54
Appraisal Items
Actual Governance (Note 1)
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE-/ TPEx-
listed Companies
and Reason(s)
Yes No
Summary Description
(one in excess of the number required by its articles of
incorporation, which is three), accounting for 36% of
all directors of the Company. Independent Directors
were re-elected for fewer than 3 terms. Among the
Directors, 1 is aged 71 years and older, and 10 are
aged between 61 and 70.
The Company has built its strength by being focused
on the wire and cable, stainless steel, resources, and
commercial real estate fields and become a model of
business excellence moving towards the
manufacturing service industry. If we look at the list of
the Board of Directors of the 20th term, Yu-Lon Chiao,
Chairman, has been working in the business field of
the Company for a long time and has a good
understanding of the operation and development of
the industry, with an open-minded leadership style
that encourages adoption of suggestions; Vice
Chairman Shyi-Chin Wang focuses on the stainless
steel industry and possesses operational management
experience and expertise in the enhancement and
transformation of the domestic stainless steel industry;
Director Yu-Cheng Chiao, Director Yu-Heng Chiao, and
Director Yu-Chi Chiao have joined the management
team of the Company and therefore are familiar with
the organization and business operation of the
Company and are good at operation management and
investment judgment; Andrew Hsia, Director, comes
from a diplomatic background with an international
perspective and therefore has a good grasp of the
conditions of the Southeast Asian market and can fully
assist the Company in making relevant investment
decisions; Among female members, Director Wen-
Chien Hsieh, as the managing partner of a law firm,
brings extensive practical legal experience and
specialization in business management. The
Company's Independent Directors have industry
knowledge and an international market perspective:
Independent Director Ming-Ling Hsueh specializes in
finance, accounting and corporate governance;
Independent Director Fu-Hsiung Hu has expertise and
experience in business administration, finance and
securities, and credit information; Independent
Director Tyzz-Jiun Duh is familiar with the general
situation of the industry and commerce sector and the
trends of economic development; and Independent
Director Wei-Chuan Gau possesses professional
capabilities in accounting, auditing, and information
technology.
The elite directors of the Company were selected from
the industry to participate in major investment
projects related to the Company's business, assist the
Company's financial, accounting and corporate
governance businesses according to their expertise,
and assist the Company in making favorable decisions
through their diverse experience, which gives rise to
extensive and professional advice.
For information on the implementation of Board
55
Appraisal Items
Actual Governance (Note 1)
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE-/ TPEx-
listed Companies
and Reason(s)
Yes No
Summary Description
(2) In addition to
establishing a
Compensation
Committee and an Audit
Committee, which are
required by law, is the
company willing to also
voluntarily establish
other types of functional
committees?
(3) Has the company
established methods for
appraising the
performance of the
Board of Directors as
well as actual procedures
for executing the
appraisals? If so, has the
company executed
appraisals of the
performance of the
Board annually? Are the
results of the
performance evaluations
reported to the Board of
Directors and used as a
reference for individual
directors' remuneration
Yes
Yes
diversity, please refer to the table titled
"Implementation of Board Diversity" in "4. Diversity
and Independence of the Board" section under (1) "
Information on Directors" under II. "Corporate
Governance Report."
Board of Directors of Diversification Policy were
disclosed on the Company's website:
(https://www.walsin.com/investors/corporate-
governance/#pills-board-of-directors).
(2) In addition to the committee established according to
the laws, the Company further set up the Sustainable
Development Committee and the Nomination
Committee.
1. On November 1, 2019, the 17th meeting of the
Board of Directors of the 18th term resolved to
establish the Sustainable Development Committee.
On May 19, 2023, the Board of Directors appointed
six members to the Sustainable Development
Committee of the third term, in which Independent
Director Tyzz-Jiun Duh acts as the Convener, and
under which ethical management, environmental
safety and health management, green operations,
customer service and suppliers management and
promotion and employee relations and social care
promotion centers were established. The Sustainable
Development Committee reviews the annual plans
of each promotion center, monitors and tracks the
implementation results of each promotion center,
and revises its charter.
2. The Nomination Committee was established on
August 6, 2021, with Independent Director Fu-Hsiung
Hu as the Convener. On May 19, 2023, the Board of
Directors appointed five members to the Nomination
Committee of the second term, with Wei-Chuan
Gau, Independent Director, serving as the Convener.
The duties of the Nomination Committee include
setting standards for the diversity of expertise,
experience, gender and independence required of
Board members, and identifying, reviewing and
nominating candidates for election as directors.
(3) In order to improve our corporate governance, the
Company's Regulations for the Board of Directors'
Performance Appraisal stipulates that the Board of
Directors of the Company shall conduct a performance
evaluation at least once a year using questionnaires
for self-evaluation, that the evaluation of the Board of
Directors shall be evaluated at least once every three
years by an external professional and independent
organization or a team of external experts and
scholars, and that the performance evaluation of the
current year shall be conducted at the end of the year,
so as to measure the directors' strategic direction in
leading the Company and to oversee the operation of
the Company's management in order to provide board
performance and increase long-term shareholder
value.
The Company engaged the Taiwan Corporate
Governance Association in September 2024 for the
Corporate Governance Report
56
Appraisal Items
Actual Governance (Note 1)
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE-/ TPEx-
listed Companies
and Reason(s)
Yes No
Summary Description
and nomination for
reappointment?
(4) Has the company
periodically evaluated
the level of
independence of the
CPA?
Yes
third time to evaluate the effectiveness of the
Company's Board of Directors, and the Company
obtained professional, objective evaluation results and
suggestions through the guidance of, and idea
exchanges with, the evaluation members. Such results
and suggestions were used as a reference in the
compensation of individual directors and nominations
for reappointment.
The Company conducted its own internal evaluation
for 2024 in December 2024 and reported to the Board
of Directors on January 6, 2025. The result has been
published on the Company's website, and the results
of these evaluations will be used as a reference in
individual directors' compensation and nominations
for reappointment, for the purpose of continuous
refinement and optimization of the functions of the
Board of Directors. (Note 2)
(4) Before we appoint a new CPA annually, its
independence and competency shall be examined by
the Audit Committee and Board of Directors for
approval by resolution. In addition, we request the
CPA to provide an "Impartiality and Independence
Statement" and "Audit Quality Indicators (AQIs)"each
year. We have to confirm that except for the expenses
paid to the CPA for certifying our financial statements
and for handling certain financial, tax affairs, we have
no other business dealings with the CPA and that their
family members have not violated the independence
requirements. In addition, by referencing the AQI
information, we confirmed that both the CPAs and the
CPA firm have audit experience and training hours that
are superior to the industry average before
proceeding with the appointment of the CPAs and the
review of their fees. The evaluation results for the
most recent fiscal year were discussed and approved
by the Audit Committee on January 19, 2024, and
were subsequently reported and resolved by the
Board of Directors on January 26, 2024. For the
assessment of the CPAs' independence and suitability,
please refer to Note 3.
4. Has the TWSE- or TPEx-listed
company designated a
proper number of competent
staff in charge of the
corporate governance-
related affairs (including but
not limited to providing
information for the Directors
and Supervisors to execute
their duties, assisting the
Directors and Supervisors
with legal compliance,
handling the affairs related
to the Board meetings and
the Shareholders Meeting as
prescribed by law,
preparing the minutes of the
Yes
1. The Company appointed a Head of Corporate
Governance as resolved by the Board of Directors on
June 12, 2019. The key responsibilities of the Head of
Corporate Governance include the meeting affairs in
connection with board meetings, preparation of such
meetings' minutes, assistance for Directors with the
onboarding and continuing education, provision of
information required for the business execution by
Directors, assistance for Directors with legal compliance
and other matters set out in the Articles of Incorporation
of the Company or contracts.
2. Vice President of the Company, Hueiping Lo, is currently
the Head of Corporate Governance. She has more than
three years of experience as a financial officer of a public
company and meets the statutory qualifications as the
head of corporate governance.
In line with the
Corporate
Governance Best-
Practice Principles
for TWSE- and
TPEx-listed
Companies.
57
Appraisal Items
Actual Governance (Note 1)
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE-/ TPEx-
listed Companies
and Reason(s)
Yes No
Summary Description
Board meetings and the
Shareholders Meeting, etc.)?
3. On June 12, 2019, the Company's Board of Directors also
resolved to approve the "Standard Operating Procedures
for Handling Directors' Requests" (which was lastly
updated on April 9, 2021) pursuant to the rules, through
the establishment of which the Directors have
appropriate operating procedures for handling
information necessary for the performance of their
business.
4. The business execution for the year 2024 are explained
as follows:
i. To manage the meetings of the Board of Directors
and related committees, and to strengthen the
procedures of meetings and recusal of interests.
ii. To provide the directors with the information
necessary for the execution of their business within
the statutory period, to remind the directors of the
relevant laws and regulations that they should comply
with in the execution of their business or after the
resolution of the board of directors, and to follow up
on the situation and progress of the
recommendations or opinions of the directors after
the meeting.
iii. To revise and amend the important regulations of the
Company by adapting to the latest laws and
regulations related to the Company's business field
and corporate governance.
iv. Based on the characteristics of the industry where
the Company is operating, to handle matters related
to directors' further education and regularly forward
information on relevant external further education
programs to assist directors in implementing the
diversified education mechanism.
v. To provide directors with the necessary corporate
information, maintain smooth communication
between directors and business executives, and assist
in arranging communication meetings between
independent directors and the chief audit executive
and accountants to facilitate the execution of
business by independent directors.
vi. To conduct performance evaluations of the Board of
Directors and functional committees.
vii. To evaluate the purchase of appropriate directors and
officers (D&O) liability insurance.
viii. To regularly present to the Board of Directors the
international trends in corporate governance and the
latest developments in corporate governance laws
and regulations.
ix. To conduct orientation sessions for new directors,
introducing them to the industry, operational status,
job responsibilities, and other important matters
through interviews with the heads of various
departments within the Company.
5. Has the company established
channels for communicating
with interested parties
(including but not limited to
shareholders, employees,
customers, suppliers, etc.),
set up a dedicated interested
Yes
The Company has been maintaining open communication
channels with interested parties that include customers,
shareholders, banks it has business dealings with,
employees, suppliers, communities, competent authorities,
or persons so connected with the Company.
Communication channels can be found on the Company's
internal and external websites as well as in its annual
In line with the
Corporate
Governance Best-
Practice Principles
for TWSE- and
TPEx-listed
Companies.
Corporate Governance Report
58
Appraisal Items
Actual Governance (Note 1)
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE-/ TPEx-
listed Companies
and Reason(s)
Yes No
Summary Description
parties area on the
company's website, as well
as appropriately responded
to important CSR issues that
interested parties are
concerned about?
reports, to facilitate understanding of the Company's CSR
issues that interested parties are concerned about, so that
appropriate responses can be made.
The Company has amended in 2020 the "Procedures for
Interested Parties to Submit Complaints and
Recommendations", through which interested parties can
communicate with the Company’s supervisory unit directly,
propose constructive advice and file complaints.
The Company has a contact channel on its website
designated to stakeholders; a mailbox also exists on the
employee portal site, thus providing internal and external
personnel with a means to make suggestions and file
complaints to the Company. Information received shall be
handled by the Auditing Office.
The Company regularly reports to the Board of Directors on
its communications with various interested parties on an
annual basis starting from 2019. The communications in
2024 have been reported to the Board of Directors at the
board meeting on May 3, 2024. Details of both
communications were disclosed on the Company's website:
Annual Report on the Communications with Stakeholders.
6. Has the company appointed
a professional shareholders
service agency to handle
affairs related to the
Shareholders Meeting?
No The Company has handled such affairs by itself since March
1993.
Such matters are
handled by the
Company’s
shareholder
service. Matters
related to
shareholders’
meetings are
conducted in
accordance with
the Company’s
Articles of
Incorporation and
laws and
regulations, so that
shareholders’
meetings are
convened in a legal,
valid and safe
fashion.
7. Information disclosure
(1) Has the company
established a corporate
website to disclose
information regarding the
company's financial,
business and corporate
governance statuses?
(2) Has the company adopted
other ways to disclose
information (e.g.,
maintaining an English-
language website,
appointing responsible
people to handle
corporate information
collection and disclosure,
appointing
Yes
Yes
(1) Please visit Walsin Lihwa Corporation's Chinese/English
website: https: //www.walsin.com
(2) The Company has a dedicated department for
collecting its information and periodically updating its
website. The Company has implemented one-
spokesperson policy. It has also established the
"Procedures for Handling Internal Material Information
and Prevention of Insider Trading " that requires
management as well as employees to properly keep
financial as well as business secrets. We also require
that personnel follow the "Corporate Governance
Principles and Practices". Any change of our
In line with the
Corporate
Governance Best-
Practice Principles
for TWSE- and
TPEx-listed
Companies.
59
Appraisal Items
Actual Governance (Note 1)
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE-/ TPEx-
listed Companies
and Reason(s)
Yes No
Summary Description
spokespersons,
webcasting investor’s
conferences, etc.)?
(3) Does the Company
announce and report its
annual financial report
within two months after
the end of the fiscal year,
and announce and report
its first, second and third
quarter financial report
and operations for each
month well in advance of
the required deadline?
Yes
spokesperson or deputy spokespersons shall
immediately be made public.
The Company's website regularly discloses major
announcements, transactions with key stakeholders
and investors conferences at:
https://www.walsin.com/investors/shareholder/#pills-
important-announcement
(3)
1. In order for investors to obtain adequate and
accurate financial information in a timely manner,
the Company's annual financial report is submitted
to the Audit Committee and the Board of Directors
for approval within two months after the end of the
year, and the financial report is announced on the
Market Observation Post System on the date of
approval by the Board of Directors; the financial
report for the first, second and third quarter is
submitted to the Audit Committee and the Board of
Directors for approval one week before the
statutory announcement deadline, and the financial
report is announced on the Market Observation
Post System on the date of report to the Board of
Directors.
2. The Company's operations for each month are also
fully disclosed on the Company's website and the
Market Observation Post System before the
statutory deadline.
8. Has the company had other
information that is helpful
for understanding the status
of corporate governance
(including but not limited to
employee rights and
interests, investor relations,
supplier relations, rights of
interested parties, further
education sought by
Directors and Supervisors,
implementation of risk
management policies and
risk evaluation standards,
implementation of customer
policies, the taking out of
liability insurance for
Directors and Supervisors)?
Yes
1. Please refer to "(5) Our Fulfillment of Sustainable
Development and differences between Our Fulfillment of
Sustainable Development and the Development Best
Practice Principles for TWSE/TPEx Listed Companies and
reason(s) therefor " and "(6) Performance of ethical
operations and differences from the Sustainable
Development Best Practice Principles for TWSE/TPEx
Listed Companies and the reasons therefor" under 3.
Corporate Governance Status in II. Corporate
Governance Report of this Annual Report for information
concerning employee rights and interests, employee
care, investor relations, supplier relations, rights of
interested parties, and the implementation of the
customer policies.
2. Please refer to "(7) Other important information helpful
for improving understanding of the governance of the
company" under 3. Corporate Governance Status in II.
Corporate Governance Report and "6. Risk Analysis and
Assessment for the Following Items as of the Latest Year
and up to the Date of Printing of the Annual Report"
under V. Review of Financial Conditions, Financial
Performance, and Risk Management of this Annual
Report for the information regarding the implementation
of directors' and supervisors' continuing education, risk
management policies and risk measurement standards.
3. The Company's purchase of D&O liability insurance has
been disclosed to the Market Observation Post System.
In line with the
Corporate
Governance Best-
Practice Principles
for TWSE- and
TPEx-listed
Companies.
9. With respect to the results of the annual Corporate Governance Evaluation most recently issued by the Corporate
Governance Center of Taiwan Stock Exchange, please describe the improvements and provide priority and measures to
enhance those matters that have not yet been improved.
1. With respect to the 2023 Corporate Governance Evaluation results, our improvements in 2024 are as follows:
We disclosed the video recording of the 2024 Annual Shareholders' Meeting on our corporate website.
2. Improvement Priorities and Measures: The revision of the "Risk Management Policy and Procedures" clearly
Corporate Governance Report
60
Appraisal Items
Actual Governance (Note 1)
Deviations from
Corporate
Governance Best-
Practice Principles
for TWSE-/ TPEx-
listed Companies
and Reason(s)
Yes No
Summary Description
specifies the objectives of risk management, management procedures, and control mechanisms. At the same time,
emerging risks are incorporated into the risk management system, focusing on global environmental changes and
development trends. A comprehensive consideration of the business development and future outlook of the
Company is undertaken, with emerging risks being identified regularly every year.
Note 1: The Company shall provide explanations in the summary description box, regardless of whether actual governance is ticked "Yes"
or "No."
Note 2: No more than 1% of the earnings of the Company for a given year may be distributed to its directors and managers as their
remuneration for such year in accordance with Paragraph 1, Article 25 of the Company's Articles of Incorporation. In order to
regularly assess the remuneration of directors and managers, directors and managers are remunerated according to their degree
of participation in the Company's operations and personal performance, and in accordance with the Company's "Rules Governing
the Compensation of Directors and Functional Members" and "Rules Governing the Evaluation of Manager's Performance and
Management of Compensation". Such remuneration will be further calculated and reasonably paid in a proportion of such
earnings by taking into consideration the evaluation items specified therein, such as the directors' individual professional input
and performance, the manager's business strategy and medium- and long-term strategic plans, and how the policy plans and
performance indicators at all levels are carried out in accordance with the current year's operating objectives. In addition, the
director and manager remuneration system will be reviewed from time to time based on the actual operating status and relevant
laws and regulations.
Note 3: Items for assessment of the CPA's independence
Appraisal Items
Results Compliant with
Independence?
1. The CPA and/or any of his/her family members has/have no direct or indirect significant
financial interest in the Company.
True
Yes
2. The CPA and/or any of his/her family members has/have no financing or guarantee relations
with the Company or its directors.
True
Yes
3. The CPA and/or any of his/her family members has/have no commercial relations with the
Company, or any of its directors or managers.
True
Yes
4. Currently or in the most recent two years, the CPA does/did not hold any posts in the Company,
such as the director, manager or any post which significantly influences the auditing work,
neither did company promise its CPA any foregoing post.
True
Yes
5. At the time of the audit, no family member of the CPA held any position as a director or manager
of the Company or that which had any direct and material influence on the audit.
True
Yes
6. During the audit period, no family member of the CPA held the posts in the Company, such as
the director, managers or any post which directly and significantly influences the audit work.
True
Yes
7. The CPA did not receive from the Company or its directors, managers, or major shareholders
any offer or gift, the value of which exceeds the usual social etiquette standards.
True
Yes
8. The
CPA's
audit
team
has
implemented
the
necessary
procedures
regarding
independence/conflicts of interests without any violation of the independence or any unsettled
conflict of interests.
True
Yes
Note: Family members: They mean the CPA's spouse (or cohabitant), minors or other dependents.
Audit period: It usually begins from the date on which the members of the audit team start auditing and ends on the date
when the audit report is issued. If the audit case is cyclical, the cycle period belongs to the audit period.
Items Evaluated under Audit Quality Indicators (AQIs)
Five major
facets
AQIs
Focus of measurement
Whether CPAs
meet the
suitability or
independence
requirement
Professionalism Audit Experience
Whether CPAs and senior auditors have sufficient audit
experience to carry out the audit work
Yes
Training hours
Whether CPAs and senior auditors have received sufficient
education and training every year to continuously acquire
professional knowledge and skills
Yes
Attrition rate
Whether the CPA firm maintains sufficient senior human
resources
Yes
Professional support
Whether the CPA firm has sufficient professionals to support
the audit team.
Yes
61
Five major
facets
AQIs
Focus of measurement
Whether CPAs
meet the
suitability or
independence
requirement
Quality control
CPA workloads
Whether the workloads of CPA are too heavy
Yes
Audit input
Whether audit team members have made inputs appropriately
at each stage of the audit
Yes
Engagement Quality
Control Review
Engagement Quality Control Review (EQCR) is a review of
whether CPAs have devoted sufficient hours to the audit case
Yes
Quality control support
capabilities
Whether the CPA firm has sufficient quality control manpower
to support the audit team
Yes
Independence
Non-audit services
The impact of the proportion of annual fees for non-audit
services on the independence of the CPA firm and its affiliates
Yes
Familiarity with
customer
The impact of the cumulative number of years of audit of the
customer's annual financial reports on the independence of
the CPA firm
Yes
Supervision
External inspection
deficiencies and
sanctions
Whether the CPA firm carries out its quality control and audit
of the customer in accordance with relevant laws and
regulations
Yes
The competent authority
issues a letter
demanding
improvement
Yes
Innovation
capabilities
Innovative planning or
initiatives
The CPA firm commits to improving audit quality, including the
firm's innovation capability and planning
Yes
Note 4: The further education received by Independent Directors and other Directors is disclosed in "(8) Other important
information helpful for improving understanding of the governance of the company" in this annual report.
(4) Composition, duties and operation of the Compensation Committee and the Nomination Committee:
1. Compensation Committee
On September 27, 2011, the Company established the Compensation Committee and drew up the "Regulations
Governing the Organization of the Compensation Committee". The Compensation Committee of the fourth term
has four members and is comprised of four independent directors. The Committee is aimed at helping the Board
establish and periodically review the performance appraisal of Directors and managers and the remuneration
policy, system, standards and structure, as well as periodically review and determine the remunerations for
Directors and managers.
(1) Information of the members of the Compensation Committee
Title
Criteria
Name
Qualifications and Experience
Independence
Number of Other Public Companies in
which the Member also Serves as an on
the Compensation Committee
Independent
Director
(Convener)
Ming-Ling Hsueh
Please refer to the "Disclosure of Professional Qualifications of
Directors and Independence of Independent Directors" form on
pages [12] to [13]
4
Independent
Director
Fu-Hsiung Hu
1
Independent
Director
Tyzz-Jiun Duh
4
Independent
Director
Wei-Chuan Gau
1
(2) Information on Operation of the Compensation Committee
A. The Company's Compensation Committee operates in accordance with the Company's Compensation
Committee Charter and holds at least two regular meetings each year.
B. There are 4 members of the Compensation Committee of the Company.
Corporate Governance Report
62
C. Term of office of the members of the 5th term: It started on May 19, 2023 and will end on May 18, 2026.
The Compensation Committee met four times in 2024. The attendance records of the committee members
in 2024 are as follows:
Title
Name
Attended in Person
Attended by Proxy
Attendance Rate (%)
5th
Term
Convener
Ming-Ling Hsueh
4
0
100%
Member
Fu-Hsiung Hu
4
0
100%
Member
Tyzz-Jiun Duh
4
0
100%
Member
Wei-Chuan Gau
4
0
100%
D .The matters for discussion and resolution by the Compensation Committee and the Company’s handling of
the opinions of the members of the Compensation Committee:
Term of
Compensation
Committee
Meeting Date
Board of
Directors
Term
Meeting Date
Proposals
Resolutions
5th Term
2nd Meeting
2024/01/19
20th Term
6th Meeting
2024/01/26
Proposal
for
2023's
managerial
performance
evaluation and bonus compensation
Compensation
Committee:
The
relevant
proposals
were
passed
with
the
consent
of
all
members present and
submitted
to
the
Board of Directors for
resolution.
Board of Directors:
All of the Directors
present approved the
proposals
unanimously.
Proposal for the distribution of the performance bonus
for Chairman and Vice Chairman for 2023.
Proposal to set the goals of the Company's managers
for 2024
5th Term
3rd Meeting
2024/02/16
20th Term
8th Meeting
2024/02/23
Proposal for distribution of the Company's directors'
and managers' remuneration for 2023
5th Term
4th Meeting
2024/04/26
20th Term
11th Meeting
2024/05/03
Amendments to the Company’s Regulations of
Performance
Evaluation
and
Remuneration
of
Managers
5th Term
5th Meeting
2024/08/02
20th Term
12th Meeting
2024/08/02
Amendments to the Company’s Regulations of
Performance
Evaluation
and
Remuneration
of
Managers
(3) Other details that need to be recorded:
Decisions made by the Compensation Committee for which certain committee members were against or had
reservations that were recorded or expressed via written statements: None
(4) Scope of Duties of the Compensation Committee
A. The Compensation Committee shall exercise the care of a good administrator to faithfully perform the
following duties and present its recommendations to the Board of Directors for discussion.
(A) Periodically reviewing the Compensation Committee Charter and making recommendations for
amendments.
(B) Establishing and periodically reviewing the annual and performance goals for the directors and
managers of the Company and the policies, systems, standards, and structure for their compensation,
as well as disclosing the standards for evaluating their performance in the annual report.
(C) Periodically assessing the degree to which performance goals for the directors and managers of the
Company have been achieved, and setting the types and amounts of their individual compensation, as
well as disclosing the director and manager compensation in the annual report.
63
B. The Committee shall perform the duties under the preceding paragraph in accordance with the following
principles:
(A) Ensuring that the compensation arrangements of the Company comply with applicable laws and
regulations and are sufficient to recruit outstanding talents.
(B) Performance assessments and compensation levels of directors and managerial officers shall take into
account the general pay levels in the industry, as well as the reasonableness of the correlation between
the individual's performance and the Company's operational performance and future risk exposure.
(C) There shall be no incentive for the directors or managerial officers to pursue compensation by engaging
in activities that exceed the risk appetite of the Company.
(D) For directors and senior managerial officers, the percentage of remuneration to be distributed based
on their short-term performance and the time for payment of any variable compensation shall be
decided with regard to the characteristics of the industry and the nature of the Company's business.
(E) Reasonableness shall be taken into account when the contents and amounts of the compensation of
the directors, supervisors, and managerial officers are set. It is not advisable for decisions on the
compensation of the directors, supervisors, and managerial officers to run counter to financial
performance to a material extent. It is not advisable for said compensation to be higher than that in the
preceding year in the event of a material decline in profits or of long-term losses. If it is still higher than
that in the preceding year, the reasonableness shall be explained in the annual report and reported at
a shareholders' meeting.
(F) No member of the Committee may participate in discussion and voting when the Committee is deciding
on that member's individual compensation.
(G) The Committee shall explain at the meeting the remuneration of any of its members that is to be
discussed at such meeting. Such members shall not join the discussion and vote if it may do harm to the
interests of the Company, and shall recuse themselves from the discussion and voting, and shall not
exercise their voting rights on behalf of other members.
"Compensation" as used in the preceding two paragraphs includes cash compensation, stock options, profit
sharing and stock ownership, retirement benefits or severance pay, allowances or stipends of any kind, and
other substantive incentive measures. Its scope shall be consistent with the compensation for directors and
managerial officers as set out in the Regulations Governing Information to be published in Annual Reports
of Public Companies.
If the decision-making and handling of any matter relating to the remuneration of directors and managerial
officers of a subsidiary is delegated to the subsidiary but requires ratification by the board of directors of
the Company, the Committee shall be asked to make recommendations before the matter is submitted to
the board of directors for deliberation.
2. Nomination Committee
(1) The Committee shall be composed of at least three directors elected by the Board of Directors, in which a majority
of the independent directors shall participate.
(2) The Committee, under the authority of the Board of Directors, shall faithfully perform the following duties and
responsibilities with the due care as a good administrator and shall submit its recommendations to the Board of
Directors for discussion:
A. To establish the criteria of diversity and independence in terms of professional knowledge, technology,
experience and gender required for board members and managers, and to identify, review and nominate
candidates for directors and managers accordingly.
B. To establish the organizational structure of each functional committee and to review the establishment and
amendment of the organizational rules and regulations of each functional committee.
Corporate Governance Report
64
C. To establish and regularly review the directors' continuing education program and succession plans for
directors and managers.
D. To review the establishment and amendment of the Company's corporate governance and board of directors'
operating rules and regulations.
E. Other matters to be dealt with by the Committee as resolved by the Board of Directors.
(3) Professional qualifications and experience of the members of the Nomination Committee and its operations:
There are 5 members in the Nomination Committee of the Company of this term.
The term of office of the members: May 19, 2023 to May 18, 2026. For the professional qualifications and
experience of the members of the current term, please refer to the table entitled "Disclosure of Professional
Qualifications of Directors and Independence of Independent Directors" on pages [12] to [13]. The Nomination
Committee met seven times in 2024, and the attendance of and the matters discussed by the members are as
follows:
Title
Name
Personally
Attended
Attended by
Proxy
Attendance
rate (%)
Remark
Convener
Wei-Chuan Gau
7
0
100%
Member
Yu-Lon Chiao
7
0
100%
Member
Ming-Ling Hsueh
7
0
100%
Member
Fu-Hsiung Hu
7
0
100%
Member
Tyzz-Jiun Duh
7
0
100%
(4) Other matters that should be specified:
The results of the discussions and resolutions of the Nominating Committee and the Company's handling of the
opinions of the members in 2024:
Term of the
Nomination
Committee
Meeting Date
Term of the
Board of
Directors
Meeting Date
Proposals and Resolutions
Company’s Handling of
Opinions of the
Nominating Committee
2nd Term
3rd Meeting
2024/01/19
20th Term
6th Meeting
2024/01/26
Matters to be reported
Proposal: Please review and approve the
Company's 2023 Board of Directors
and Functional Committees
Performance Self-Evaluation Report,
along with the results of the
compliance review regarding
Independent Directors' qualifications.
All
members
present
were
informed
and
submitted the proposal to
the Board of Directors.
Matters for discussion
Proposal: Amendments to certain articles of the
Company’s Board of Directors Meeting
Regulations.
The proposal was passed
with the consent of all
members
present
and
submitted to the Board of
Directors for resolution.
2nd Term
4th Meeting
2024/02/19
20th Term
8th Meeting
2024/02/23
Matters for discussion
Proposal: Amendments to the Company's Audit
Committee Charter.
The proposal was passed
with the consent of all
members
present
and
submitted to the Board of
Directors for resolution.
Matters for discussion
Proposal: Amendments to the Company's
Sustainable Development Committee
Charter.
The proposal was passed
with the consent of all
members
present
and
submitted to the Board of
Directors for resolution.
65
Term of the
Nomination
Committee
Meeting Date
Term of the
Board of
Directors
Meeting Date
Proposals and Resolutions
Company’s Handling of
Opinions of the
Nominating Committee
2nd Term
5th Meeting
2024/03/11
20th Term
9th Meeting
2024/03/11
Matters to be reported
Proposal: Proposal for the resignation of a
director of the Company.
All
members
present
were
informed
and
submitted the proposal to
the Board of Directors.
Matters for discussion
Proposal: Proposal to elect one director of the
Company and to add items to the
agenda of the Company's 2024 Annual
General Meeting of Shareholders.
The proposal was passed
with the consent of all
members
present
and
submitted to the Board of
Directors for resolution.
2nd Term
6th Meeting
2024/03/29
20th Term
10th Meeting
2024/03/29
Matters for discussion
Proposal: Proposal to nominate the candidates
for the Directors of the Company of
the 20th term.
The proposal was passed
with the consent of all
members
present
and
submitted to the Board of
Directors for resolution.
2nd Term
7th Meeting
2024/05/03
20th Term
11th Meeting
2024/05/03
Matters to be reported
Proposal: Please review the results of the
Company's 2024 annual corporate
governance evaluation and the report
on its 2024 annual improvement plan.
All
members
present
were
informed
and
submitted the proposal to
the Board of Directors.
2nd Term
8th Meeting
2024/07/26
20th Term
12th Meeting
2024/08/02
Matters to be reported
Proposal: Proposal to engage the Taiwan
Corporate Governance Association to
organize the performance evaluation
project for the Company's Board of
Directors (to be conducted once every
three years).
All
members
present
were
informed
and
submitted the proposal to
the Board of Directors.
Matters for discussion
Proposal: Amendments to the Company's
Sustainable Development Committee
Charter.
The proposal was passed
with the consent of all
members
present
and
submitted to the Board of
Directors for resolution.
2nd Term
9th Meeting
2024/08/02
20th Term
12th Meeting
2024/08/02
Matters for discussion
Proposal: Proposal to appoint and/or dismiss the
Company's managers.
The proposal was passed
with the consent of all
members
present
and
submitted to the Board of
Directors for resolution.
Note: The chairman of the meeting was Convener Wei-Chuan Gau, Independent Director.
(5) Our fulfillment of sustainable development:
1. The Company established the board-level Sustainable Development Committee on November 1, 2019.
According to the Walsin Lihwa Corporation Sustainable Development Committee Charter, the Committee
convenes at least twice annually. In 2024, meetings were held on July 26 and December 13, during which the
Committee reported to the Board of Directors on the implementation results for the current year and the
implementation plans for the following year.
2. The Sustainable Development Committee consists of six members, including one Chairman, four Independent
Directors, and one Advisor. The Committee's primary responsibilities include:
(1) Formulating corporate sustainability-related policies, strategies, objectives, and management guidelines.
(2) Establishing or modifying subordinate implementation centers, reviewing annual plans of these centers,
Corporate Governance Report
66
supervising and tracking the implementation progress and results of each center and related matters, and
reporting regularly to the Board of Directors.
(3) Attending to issues of concern to various stakeholders, including shareholders, customers, suppliers,
employees, government, non-profit organizations, communities, and media, and supervising communication
plans and sustainability information disclosure matters, as well as reviewing and approving the content of the
sustainability report.
(4) Identifying sustainability-related risks and opportunities following the Enterprise Risk Management
framework, and regularly monitoring and controlling various important risks.
(5) Supervising the Company's business practices under the Sustainable Development Practice Principles or
other matters that the Board of Directors resolves to instruct the Committee to handle.
On June 1, 2023, a new position of Chief Sustainability Officer was created to lead the operations of the
Sustainability Office and various promotion centers. The details regarding the management matters and
organizational structure are as follows:
Duties of the Five Major Promotion Centers under the Committee and the Sustainability Office:
Promotion Center
Roles and Responsibility
Ethical Management
It is responsible for formulating and promoting policies and systems related to ethical management,
integrating integrity and ethical values into the Company's business strategies, supervising and
reporting the execution results, and evaluating the effectiveness of the preventive measures
established to implement ethical management.
Environment, Safety
and Health
It is responsible for formulating our environmental protection (including green energy and
sustainable ecology and environment), safety, health, energy and carbon management policies and
action plans, collaborating with the Human Resources Department to implement measures to
protect mothers from illegal abuse, and overseeing and reporting on the implementation
performance. It carries out the interdepartmental integration and implementation promotion on
related issues above.
Green Operation
It is responsible for formulating the green operation strategy, promoting circular economy,
optimizing green manufacturing processes, exploring green produces and services with future
value, and overseeing and reporting on the implementation performance. It carries out the
interdepartmental integration and implementation promotion on related issues above.
Customer Service and
Supplier Management
It is responsible for formulating policies and implementation plans for the improvement of
customer service quality and supplier management, overseeing and reporting on the
implementation performance. It carries out the interdepartmental integration and implementation
promotion on related issues.
Employees Relations
and Social Care
It is responsible for promoting and building a safe and healthy working environment for employees
to fully utilize their talents for reasonable compensation and benefits. It also promotes and deepen
the Company's influence in the field of public welfare by actively participating in four major aspects,
i.e., corporate citizens, caring for minorities, environmental protection and cultivation, and
strengthening community relationships, so as to pay back to society with concrete, continuous
action.
67
Promotion Center
Roles and Responsibility
Sustainability Office
The committee is tasked with managing meeting affairs, formulating and compiling the structure
of the annual sustainability report, identifying sustainability issues that require attention, and
developing corresponding action plans. It also assists in the planning and execution of
sustainability development strategies, liaises, coordinates, and integrates operations related to
various promotion centers, and manages and tracks the performance of sustainability issues
across all aspects, while establishing continuous improvement plans, and reporting execution
results and work plans to the committee.
3.
The current committee's term runs from May 19, 2023 to May 18, 2026. In 2024, the Sustainable Development
Committee held 5 meetings. The professional qualifications, experience, and operational details of the Sustainable
Development Committee are as follows:
Identity
Name
Sustainability-Related Professional Knowledge and
Capabilities
Actual
Number of
Attendanc
es
Number of
Attendanc
es by Proxy
Actual
Attendance
Rate (%)
Convener
(Independen
t Director)
Tyzz-Jiun
Duh
Specialty: He has served as an independent director
for multiple publicly traded companies and as a
consultant
to
various
new
energy
firms,
demonstrating expertise in implementing green
energy and environmental protection strategies and
guiding
organizations
toward
sustainable
development goals.
Education & Work Experience: Ph.D., Institute of
Forestry, National Taiwan University; Director
General of the Department of Commerce of the
Ministry of Economic Affairs; Director General of the
Department of Information Technology of the
Ministry of Economic Affairs; Director General of the
Industrial Development Bureau of the Ministry of
Economic Affairs; Minister of the Ministry of
Economic Affairs; Chairman of the National
Development Council; Vice Premier of the Executive
Yuan; CEO of Taoyuan Industrial Commercial
Development & Investment Promotion Committee.
5
0
100%
Member
(Chairman)
Yu-Lon
Chiao
Specialty: He has led companies to achieve
sustainable development and possesses professional
expertise in Environmental, Social, and Governance
(ESG) matters.
Education
&
Work
Experience:
Business
Administration
Department,
University
of
Washington; The Company's former President and
Vice Chairman.
5
0
100%
Member
(Independen
t Director)
Ming-Ling
Hsueh
Specialty: He previously served as both a member
and convener of the sustainability development
committee for a prominent publicly traded company
in Taiwan, as well as an executive director of the
Taiwan Corporate Governance Association, where he
regularly participated in corporate governance
evaluations and initiatives to promote sustainable
development.
Education & Work Experience: Soochow University,
Master in Accountancy; Bloomsburg University of
Pennsylvania, Master of Business Administration;
PwC Taiwan Director; Executive Director, Taiwan
Corporate
Governance
Association;
Adjunct
Professor, School of Science and Technology
Management, National Tsing Hua University; Adjunct
5
0
100%
Corporate Governance Report
68
Identity
Name
Sustainability-Related Professional Knowledge and
Capabilities
Actual
Number of
Attendanc
es
Number of
Attendanc
es by Proxy
Actual
Attendance
Rate (%)
Professor, School of Management, National Taiwan
University of Science and Technology.
Member
(Independen
t Director)
Fu-Hsiung
Hu
Specialty: He has overseen relevant government
departments in the areas of economy, energy, and
agriculture, and possesses professional capabilities
in finance and ESG matters, enabling him to guide
enterprises toward sustainable development.
Education & Work Experience: M.A., Graduate
School of Business, National Taiwan University;
Managing Director, Central Trust Bureau; Director of
Mega Bank; Director of Department of Economic
Energy and Agriculture, Executive Yuan; Vice
Chairman of Council of Agriculture; Chairman of
National Animal Industry Foundation, Institute of
Animal Science and Technology, Joint Credit
Information Center, and Taiwan Cooperative
Securities
5
0
100%
Member
(Independen
t Director)
Wei-Chuan
Gau
Specialty: He has professional competence in
auditing, accounting control, and ESG; he has also
published a book examining the correlation between
enterprises’ true value and stock prices, analyzed
from the perspective of carbon emissions.
Education & Work Experience: Ph.D. in Accounting,
Business School, Renmin University of China, Master
of Business Administration, Baruch College, City
University of New York, Computer Auditing Joint
Course Diploma, NYU/Coopers & Lybrand, Bachelor
of Accounting, Department of Business, National
Taiwan University; Vice Chairman of KPMG Taiwan
Inc.; Executive Director of KMPG Taiwan; Head of
Insurance Business of KMPG Taiwan; CPA &
Counselor of Audit Department of KMPG Taiwan;
Director & CFO of Maxpro Capital Acquisition Corp.
5
0
100%
Member
(Advisor)
Patricia
Chiao
Specialty: She protects human rights and employee
interests; actively promotes a positive corporate
culture within the Company, with the ability to
develop stakeholders for sustainable development.
Education & Work Experience: MBA at College of
Notre Dame; the Company’s former Assistant Vice
President of Investment Dept., Assistant Vice
President of Financial Dept., Head of Financial
Investment Dept., Assistant Vice President of
Commodity
Center
and
Financial
Investment
Management Center, President of Insulated Wire &
Cable BU.
2
1
40%
69
Meeting Date
Proposals
Discussion/Resolution
3rd Term
4th Meeting
2024/02/19
Amendments
to
the
Company's
Sustainable Development Committee
Charter.
This proposal was passed by all members present
unanimously after the consultation therewith by the
chairman, and was submitted to the Nomination
Committee for approval and then sent to the Board
of Directors for resolution.
3rd Term
5th Meeting
2024/05/03
Proposal to approve the Company's 2023
Sustainability Report.
This proposal was passed by all members present
unanimously after the consultation therewith by the
chairman, and was submitted to the Board of
Directors for resolution.
3rd Term
6th Meeting
2024/07/26
Report on the implementation of the
work of the Committee in the first half of
2024.
All members were informed, and this proposal was
submitted to the Board for report.
Amendments
to
the
Company's
Sustainable Development Committee
Charter.
This proposal was passed by all members present
unanimously after the consultation therewith by the
chairman, and was submitted to the Nomination
Committee for approval and then sent to the Board
of Directors for resolution.
3rd Term
7th Meeting
2024/08/02
Proposal to donate NT$15 million to
apply for the establishment of Walsin
Lihwa Sustainability Foundation.
After the chairman consulted with the other
members present, the foundation was named
“Walsin
Lihwa
Sustainable
Development
Foundation.” This proposal was passed by all
members present unanimously and was submitted
to the Board of Directors for resolution.
3rd Term
8th Meeting
2024/12/13
Proposal to approve the analysis results
of
the
Company's
2024
major
sustainability
themes,
in
order
to
formulate long-term sustainability goals
and
communication
policies
with
stakeholders.
This proposal was passed by all members present
unanimously and was submitted to the Board of
Directors for resolution; in accordance with the
opinions of Independent Directors, "Human Rights
Protection and Diversity & Inclusion" has been added
to the sustainability issues consideration list for
2025.
Proposal to review and approve the
execution results of each promotion
center for 2024 and the execution plans
for 2025.
This proposal was passed by all members present
unanimously after the consultation therewith by the
chairman, and was submitted to the Board of
Directors for resolution.
Proposal to approve the plan to adopt
International
Financial
Reporting
Standards
(“IFRS”)
Sustainability
Disclosure Standards.
This proposal was passed by all members present
unanimously after the consultation therewith by the
chairman.
Due
to
the
urgent
timeline
for
implementing the IFRS Sustainability Disclosure
Standards, information tools need to be utilized to
improve efficiency.
Corporate Governance Report
70
The Differences between Our Fulfillment of Sustainable Development and the Development Best Practice
Principles for TWSE/TPEx Listed Companies and reason(s) therefor:
Promotion items
Actual Implementation
Deviation from
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies and
reasons therefor
Yes No
Summary description
I.
Has the Company established a
governance
structure
to
promote
sustainable
development and set up a
dedicated (or part-time) unit to
promote
sustainable
development, which unit is
handled
by
senior
management as authorized by
the Board of Directors? And
how
does
the
board
of
directors supervise the same?
Yes
1. The Company (Note 1)'s 7th meeting of the Board
of Directors of the 17th term approved the
establishment
of
the
"Corporate
Social
Responsibility Committee" in April 29, 2015, and
the 17th meeting of the Board of Directors of the
18th term in November 1, 2019 approved the
establishment and organizational charter of the
"Sustainable
Development
Committee"
by
merging
the
existing
"Corporate
Social
Responsibility
Committee"
and
"Ethical
Management Committee". The establishment and
the appointment of its members have been
approved by the Board of Directors, and the
Sustainable
Development
Committee
is
responsible
for
developing
corporate
sustainability strategies and visions to promote
CSR-related work and management.
2. The Sustainable Development Committee is
composed of six members, with an Independent
Director acting as the Convener. The Committee
has five promotion centers, including the Ethical
Management Promotion Center, the Environment,
Safety and Health Management Promotion
Center, the Green Operation Promotion Center,
the Customer Service and Supplier Management
Promotion Center, and the Employee Relations
and Social Care Promotion Center.
3. The Board of Directors receives regular reports on
operations,
finance,
corporate
governance,
sustainability issues, etc. every year. Through the
diverse experience of its members, the Board
offers broad and professional opinions to assist
the Company in making appropriate decisions and
guiding the Company in a clear strategic direction.
In 2024, five meetings of the Sustainable
Development Committee were held, with the
agenda as follows:
(1) Financial Supervisory Commission (FSC)
Sustainable Development Path Planning
(2) Tracking of Current Year Implementation Plans
(3) Reporting on Current Year's Implementation
Plan Results and Next Year's Implementation Plans
(4) Materiality Analysis Results and Sustainability
Report
(5) IFRS Sustainability Disclosure Standards
The progress for the first half of 2024 was reported
to the Board of Directors on July 26, 2024, and the
execution
results
for
2024
and
2025
implementation plan were approved by resolution
of the Board of Directors on December 13, 2024.
In line with the
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies.
II.
Does the Company conduct risk
assessments of environmental,
social
and
corporate
governance issues related to
the Company's operations and
formulate
relevant
risk
Yes
1. This
disclosure
covers
the
Company's
sustainability performance at its major locations
from January to December 2024. The risk
assessment boundary primarily focuses on the
Company, including major operating locations in
Taiwan, Mainland China, Indonesia, and Italy
In line with the
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies.
71
Promotion items
Actual Implementation
Deviation from
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies and
reasons therefor
Yes No
Summary description
management
policies
or
strategies in accordance with
the principle of materiality?
(Note 2)
(Note 3), and covers some subsidiaries. The
disclosed information accounts for over 75.0% of
the consolidated revenue in 2024. If quantitative
information has other significance, it will be
explained in the notes.
2. The Company refers to the five major principles of
the
AA1000
SES
Stakeholder
Engagement
Standard, including accountability, influence,
tension,
diversity
of
perspectives,
and
dependency, to identify and prioritize the
relationship levels of stakeholders. For significant
topics, it considers international sustainability
standards and norms, international sustainability
ratings, United Nations Sustainable Development
Goals, and industry trends. Through interaction
and communication with stakeholders, senior
management draws up a matrix of significant
concern issues based on the "degree of positive
and
negative
impacts
on
the
economy,
environment, and people" and "the likelihood of
impact events" following the principle of double
materiality. These issues, after being validated by
the Sustainable Development Committee, are
incorporated as references for the Company's
operations and the promotion of a sustainable
development
blueprint,
and
appropriate
measures are taken in a timely manner to
strengthen risk assessment and information
disclosure on various issues, while also integrating
into the Company's overall risk management.
3. In order to ensure the sound operation and
sustainable development of the Company, it has
formulated the Rules for Risk Management
Policies and Procedures to establish an overall risk
management system. The Board of Directors, the
Audit Committee, the Auditing Office, the
President and the President's Office, each risk
management unit, and each unit and subsidiary of
the Company are collectively involved in
promoting the implementation of relevant risk
management measures. The Company has also
established
the
Sustainable
Development
Committee Charter. Following the Enterprise Risk
Management
framework,
the
Sustainable
Development Committee identifies sustainability-
related risks and opportunities, and regularly
monitors and controls various important risks.
4. On January 26, 2024, the Board of Directors
resolved to amend the Risk Management Policy
and Procedures, clearly defining risk management
objectives, management procedures, and control
mechanisms; at the same time, emerging risks are
incorporated into the risk management system,
with a focus on global environmental changes and
development
trends,
by
comprehensively
considering the business development and future
prospects
of
the
Company
and
annually
identifying emerging risks.
Corporate Governance Report
72
Promotion items
Actual Implementation
Deviation from
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies and
reasons therefor
Yes No
Summary description
5. For the purpose of reducing the impact and
influence of internal and external risks, the
Company's governance units and other risk
management units have identified risks related to
environmental, social and corporate governance
issues and planned relevant management and
control measures in accordance with the principle
of materiality, the business and operational
characteristics of the Company. The results of risk
assessments (including management policies,
strategies or mechanisms for each risk category)
are summarized in Note 4.
Risk identification is regularly carried out in a
systematic manner, and the identified risks are
measured
and
monitored
by
each
risk
management unit. The above operation in 2024
has been reported to the Board of Directors on
November 8, 2024 (for the report, please refer to
https://www.walsin.com/wp-
content/uploads/2024/11/2024RiskManagement
_CN.pdf).
III.
Environmental Issues
(1)
Has the Company established a
proper
environmental
management system based on
the
characteristics
of
its
industry?
Yes
(1)
1. The Company has complied with all
environmental, health, safety, and energy-related
regulations or other requirements, and
established environmental, health, and safety
policies and related management procedures.
The Company's Environmental, Health and Safety
Promotion Center under the Sustainable
Development Committee has set targets for
energy saving and carbon reduction, water
management and waste reuse in accordance with
Walsin Lihwa Environmental, Health and Safety
Policy, including a 10% carbon reduction by 2025
compared to 2014, a 15% reduction in water use
in 2030 compared to 2014, and capital
expenditures to replace production equipment,
develop green processes, and promote source
improvement. Please refer to Chapter 1 (Climate
Actions and Environment Management) of the
2024 Annual Sustainability Report or the "Climate
Actions and Environment Management" page of
the Corporate Sustainability Section on the
Company's website
(https://esg.walsin.com/zh_TW/focus/climate)
for related specific results.
2. The environmental management of the
Company's plants has been carried out in
accordance with government regulations and
international environmental protection
conventions. The Company's plants have all
received the "Environmental Management
System" (ISO 14001:2015) certification. The
Company will also continue to improve and refine
our environmental management performance.
Please refer to the Company's website -
Document Center - Environmental Safety and
Health Policy and Related Certificates
In line with the
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies.
73
Promotion items
Actual Implementation
Deviation from
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies and
reasons therefor
Yes No
Summary description
(https://www.walsin.com/about-
us/newsroom/#pills-reports-document) for
relevant certificates.
(2) Has the company made efforts
to improve the efficiency of
resources utilization and use
recycled materials which have
a
low
impact
on
the
environment?
Yes
(2)
1. The Company strives to be an environmentally
sustainable enterprise, and increases its
investment in energy saving, carbon reduction,
and resource recycling software and hardware
year by year, such as "control of reasonable
energy consumption per unit of the product",
"equipment energy efficiency management and
improvement", "reduction of smelting process
energy consumption and carbon emission", waste
heat recovery and process technology
improvement (such as pure oxygen combustion
technology and yield improvement), and green
power installation (such as solar energy). In 2024,
the unit product thermal emission intensity for
wire and cable and stainless steel in Asia plants
decreased by 40.26% and 26.51% respectively
compared to 2023. The target for unit product
energy consumption reduction in 2025 is set at
1.5% lower than 2024.
2. The Company mainly produces wire and cable
and stainless steel. After these two types of
products have gone through the stages of
production, use and disposal, they can be
recycled and reused to return to their life cycle,
which is in line with the concept of recycling for
new products in a circular economy. Regarding
the use of raw materials and materials used for
packaging, in addition to continuously raising the
rate of using recycled stainless steel and carbon
steel as raw materials, Walsin also considerably
uses recycled pallets, iron frames, iron (wood)
shafts, wooden plates, and iron plates as
packaging materials for copper wire and cable. In
2024, approximately 90.83% of the products
produced by Cable & Wire Business Group used
recycled raw materials and approximately 53.28%
of those products used recycled packaging
materials; approximately46.65% of the products
produced by Stainless Steel Business Group used
recycled raw materials for scrap steel.
3. For specific results, please refer to Section 1
"Climate Action and Environmental
Management" and Section 4 "Transition to High
Value and Smart Manufacturing" of the 2024
Annual Sustainability Report, or visit the
"Transition to High Value and Smart
Manufacturing" page in the Corporate
Sustainability section of the Company's website
"Climate Action and Environmental
Management"
(https://esg.walsin.com/zh_TW/focus/climate)
"Transition to High Value and Smart
Manufacturing"
(https://esg.walsin.com/zh_TW/focus/smart).
In line with the
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies.
Corporate Governance Report
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Promotion items
Actual Implementation
Deviation from
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies and
reasons therefor
Yes No
Summary description
(3) Has the company assessed the
current and future potential
risks and opportunities of
climate change for the business
and taken measures to address
climate related issues?
Yes
(3)
The Company has formulated its risk management
policies and procedures to incorporate climate
change and environmental risks into its
management framework in accordance with its
business operations and operating characteristics.
The Company also introduced the Climate Related
Financial Disclosures (TCFD) and international
sustainability disclosure standards to set up a solid
framework and execution plan for managing risks
and opportunities relating to climate change.
In accordance with the recommendations of the
Climate Related Financial Disclosures (TCFD), in
2023, we set up different climate scenarios,
evaluated possible climate-related risks and
opportunities, studied international climate change
trends and industry-related trends, and assessed
internal and external stakeholder attitudes, thereby
identifying the climate-related risks and
opportunities for Walsin Lihwa.
In 2024, the Company formally implemented . In the future, we
will further refine climate scenario settings,
comprehensively assess potential climate-related
risks and opportunities, and strengthen our analysis
of international climate change and industry trends.
Simultaneously, by integrating key concerns of
internal and external stakeholders, we will continue
to identify the Company's risks and opportunities in
the climate change domain, ensuring that relevant
strategies and actions meet the expectations of all
parties.
Please refer to Chapter 1 (Climate Actions and
Environment Management) of the 2024 Annual
Sustainability Report or the "Climate Actions and
Environment Management" page of the Corporate
Sustainability Section on the Company's website
(https://esg.walsin.com/zh_TW/focus/climate) for
related contents. The assessment and response
measures for climate change-related risks and
opportunities are listed in the "Climate-related
Information" section of this Annual Report.
In line with the
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies.
(4)
Has the Company compiled
statistics on greenhouse gas
(GHG)
emissions,
water
consumption and total weight
of waste in the past two years,
and formulated policies on
energy conservation, carbon
reduction,
GHG
reduction,
water consumption reduction
or other waste management?
Yes
(4)
1. The Company's energy-saving and carbon-
reduction strategy is to "implement lean
production management", "control reasonable
energy consumption per unit of the product",
"manage and improve equipment energy
efficiency", and "reduce energy consumption and
carbon emissions in the smelting process". In
addition, the Company will increase the
investment in software and hardware for energy
saving, carbon reduction and resource recycling
year by year, such as green raw materials, waste
recycling/regeneration (such as recycling waste
metals to replace natural mineral mining, waste
plastic recycling plastic pellets, and waste acid
regeneration), water resources recycling (such as
In line with the
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies.
75
Promotion items
Actual Implementation
Deviation from
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies and
reasons therefor
Yes No
Summary description
process cooling water recycling and reuse of
reclaimed water), energy recycling (such as waste
heat recovery) and process technology
improvement (such as pure oxygen combustion
technology and yield improvement), end-of-line
reuse and disposal (such as furnace slag), and
investment in green power constructions (such as
solar energy). etc.
2.
Our annual statistics on greenhouse gas
emissions, water consumption and total waste
volume indicate total greenhouse gas emissions
of 593,721.22 metric tons of CO2e, total water
consumption of 14,942 million liters and total
waste of 226,541.93 metric tons in 2024, a
decrease by 11.89%, an increase by 5.79%, and
a decrease by 9%, respectively, compared to
2023.
(1) Greenhouse gas emissions for the last 2 years
(by the plants of the Company based in
Taiwan, Mainland China, and Malaysia)
Unit: CO2e(metric tons)/Product(metric tons)
Year
Scope 1
Scope 2 Emission
s per
Copper
Wire
Product
Emissions
per Wire
and Cable
Product
Emissions
per
Stainless
Steel
Product
2023 203,986.19 326,624.40
0.352
0.134
0.583
2024 230,323.60 363,397.62
0.320
0.127
0.608
(2) Water consumption for the last 2 years (by
the plants of the Company based in Taiwan,
Mainland China, and Malaysia)
The Company is committed to proper water
resource management and optimizing
recycling and utilization, conducting water
resource risk impact analysis and operational
continuity planning. We have established a
management model based on "source
management," "source reduction," and
"recycling utilization" to ensure continuous
operation of the Company's water systems
and to proactively develop contingency
mechanisms for water shortages. Through
the environmental and safety database
"Water Resource Data Platform," we perform
water balance analysis for each plant and
compare with historical data from the same
period to implement management and
improvements. To address the risk of water
scarcity, overseas high-risk plants (Yantai
Walsin) have adopted zero wastewater
discharge and increased reclaimed water
reuse. In 2024, tap water withdrawal in
Taiwan and overseas (Asia) regions increased
by 2.37% compared to 2023, primarily due to
increased production at the Yangmei Plant,
Yantai Walsin, and Walsin Precision
(Malaysia), resulting in higher overall water
consumption.
Corporate Governance Report
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Actual Implementation
Deviation from
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies and
reasons therefor
Yes No
Summary description
Unit: Million liters / product (metric tons)
Year
Total Water
Consumption
Water Consumption
per Product
2023
14,125
13.59
2024
14,942
13.54
Note: The above figures are sourced from Section
1.3.1 of the Sustainability Report, Water Resource
Utilization.
(3) Waste output for the last 2 years (by all plants
of the Company in Taiwan, China, and
Malaysia)
Regarding waste management, the Company
follows the 4R principles (Reduction, Reuse,
Recycling, and Recovery) to continuously
improve reuse rates. In 2024, the overall
waste recycling and reuse rate for copper
wire, power cables, and stainless steel
products reached 94.43%, with non-
hazardous waste at 98.87% and hazardous
waste at 86.81%( excludes CAS). Waste
output from plants in Taiwan and mainland
China decreased by 8.72% compared to 2023.
However, the overall waste reuse rate for
Taiwan plants increased by 1.22% compared
to 2023, primarily benefiting from the
Yenshui Plant transporting all waste acid to
the Taichung Plant for waste acid treatment
and reuse, as well as process improvements
that effectively reduced dust and sludge
production, thereby achieving the goal of
maintaining a landfill rate below 1% for all of
our plants in Taiwan.
Unit: metric tons/product (metric tons)
Year
Hazardous
Wastes
Non-Hazardous
Wastes
Output per
Product
2023
72,668
175,507
0.24
2024
83,402
143,140
0.21
3.
Our Taiwan plants have obtained ISO14064-
1:2018, ISO50001 certification and ISO
14067:2018 (Hsinchuang Plant), and our
overseas plants have obtained ISO50001
certification. The list of our certified plants is
available in Section 1.2 of the Sustainability
Report, Energy and Greenhouse Gas
Management. Please refer to the Company's
website - Document Center - Environmental
Safety and Health Policy and related certificates
(https://www.walsin.com/about-
us/newsroom/#pills-reports-document) for
relevant verification standards.
4.
The Company's 2024 Sustainability Report has
been verified by the British Standards
Institution Taiwan Branch (BSI Taiwan), an
independent third-party verification body,
confirming that it complies with the GRI
Standards, AA1000 AS v3 Type II moderate level
of assurance, and follows the AA1000
Accountability Principles (2018). Please refer to
77
Promotion items
Actual Implementation
Deviation from
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies and
reasons therefor
Yes No
Summary description
the appendix of the Sustainability Report for
the verification statement.
IV. Social Issues
(1)
Has the Company established
its management policies and
procedures in accordance with
relevant laws, regulations, as
well
as
international
conventions regarding human
rights?
Yes
(1) The Company supports and adheres to all
internationally
recognized
human
rights
conventions and protection guidelines, including
but not limited to the Universal Declaration of
Human Rights, United Nations Global Compact,
International Labor Organization Declaration on
Fundamental Principles and Rights at Work,
United Nations Guiding Principles on Business and
Human Rights, and United Nations Declaration on
the Rights of Indigenous Peoples, treating all
employees fairly, reasonably, and respectfully
while extending this philosophy to our business
partners. The Company's human rights policy is
published on our corporate website. A summary
of our human rights management policies and
specific initiatives is as follows:
1. Implementation of gender work equality: We
comply with the Act of Gender Equality in
Employment to protect the gender equality in
work rights. The Company does not discriminate
on the basis of gender in recruitment, screening,
hiring, position determination, performance
appraisal, promotion, educational training, and
welfare and benefits, except when certain
positions are only suitable for a specific gender.
2. Employment of people with physical and mental
disabilities:
We
protect
the
employment
opportunities of people with physical and mental
disabilities, and the number of our employees
with physical and mental disabilities are more
than that required by the People with Disabilities
Rights Protection Act and the Indigenous Peoples
Employment Rights Protection Act.
3. Creating a diverse and inclusive culture: We
respect basic human rights that are internationally
recognized, do not discriminate our employees
on the basis of gender, race, age, marital status,
political stance, religious beliefs, physical or
mental challenges, place of birth, nationality, etc.,
encourage the exchange of ideas, value team
members by making them feel kindness and
respect, and actively create a diverse and inclusive
workplace.
4. Establishing a complaint channel: The Company's
Auditing Office has set up an email address for
complaints and a dedicated person to receive
them. For sexual harassment prevention and
control, we have formulated the "Workplace
Sexual Harassment Prevention and Control
Measures for Complaints and Discipline" to
protect gender equality at work and to provide a
working environment where employees and
visitors to our office are free from sexual
harassment. In the event of any sexual
harassment, the victim or his or her agent may file
a complaint with the Sexual Harassment
In line with the
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies.
Corporate Governance Report
78
Promotion items
Actual Implementation
Deviation from
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies and
reasons therefor
Yes No
Summary description
Complaint Committee either verbally or in writing.
In addition, the Company has established relevant
regulations in its internal documents to protect
the human rights of employees and set up a
complaint channel for employees in the event that
their legal rights are violated or improperly
handled, and that such issue cannot be resolved in
a reasonable manner.
5. Implementation of human rights protection
training: In 2024, we strengthened human rights-
related education and training, including multiple
courses
such
as
Workplace
Friendliness
Promotion Series, Personal Data Protection Act,
Workplace Harassment Prevention, and Human
Rights Education and Training specifically for
management levels, totaling 5,208.22 hours.
(2)
Has the company established
and implemented reasonable
employee benefit measures
(including
compensation,
vacation and other benefits)
and
properly
reflected
operating
performance
or
results
in
employee
compensation?
Yes
(2)
1. Employee Benefits: The Company attaches
importance to the physical and mental health and
welfare of our employees by organizing book
clubs, seminars and competitions from time to
time, in order to increase exchanges among
colleagues and to achieve work-life balance. The
Company also provides comprehensive and
diversified welfare measures. The Employee
Welfare Committee was established to handle
various welfare matters, including wedding and
funeral celebrations; maternity; company travel;
club subsidies; bonuses for three festivals, Labor
Day, and birthday; children's scholarships;
interest-free loans; and hospitalization grants. To
improve the overall operational performance of
the Company, it has work rules and management
regulations, which cover basic wages, working
hours, annual leaves more than what is provided
in
the
Labor
Standards
Act,
meal/transportation/communication
subsidies,
group insurance and health check-ups, and the
provision of staff restaurants, dormitories,
transportation vehicles, parking spaces, etc.
2. Reflection of business performance in employee
compensation: Article 25-1 of the Company's
Articles of Incorporation stipulates that if the
Company reports a profit for the year, no less than
1% shall be allocated as employee compensation
and no more than 1% as director compensation.
Employee compensation may be distributed in the
form of stock or cash. Recipients may include
employees of controlled or subsidiary companies
who meet certain criteria. The Board of Directors
is authorized to separately determine the related
conditions and distribution methods.
The Company conducts regular market salary
surveys to ensure that its overall compensation
structure is competitive; it also provides
performance bonuses and production bonuses
based
on
the
Company's
operational
performance, the achievement of team goals, and
In line with the
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies.
79
Promotion items
Actual Implementation
Deviation from
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies and
reasons therefor
Yes No
Summary description
individual employees' performance, to motivate
those who have performed well.
3. Workplace diversity and equality: The Company's
primary operations are in the manufacturing of
wire, cable, and stainless steel, which are labor-
intensive
industries.
As
heavy
machinery
operation work at production sites is primarily
performed by male employees, the proportion of
male
employees
exceeds
that
of
female
employees. Under the principle of equal pay for
equal work and promotion opportunities, both
male and female employees have equal and
reasonable opportunities. In 2024, female
employees represented 12.5% of our workforce,
with women holding 19.5% of management
positions.
(3)
Has the company provided a
safe
and
healthy
work
environment for employees
and provided education on
safety
and
health
for
employees on a regular basis?
Yes
(3)
1. In order to protect the health and safety of
employees, in addition to the necessary training
required by law and regulations, our annual safety
training plan has been conducted according to the
operation of each department, each job type on
site, and each business unit. In 2024, we offered
training to 2,186 participating new recruits,
38,442/1,887 participating in-service employees
(internal/external),
and
3,462
participating
contractors (before entering factories)/1,163
sessions. We also have regular training plans for
dedicated ESH personnel, special hazardous
operators, and first aid personnel. In addition, a
complete certification system has been set up for
the management of ESH training and certification,
to keep track of the movement and demand for
certification at each site.
2. Our occupational safety and health management
system (ISO 45001) applies and covers all workers
(including employees, contractors, and visitors) in
our plants in Taiwan (Hsinchuang, Yangmei,
Taichung, Yenshui), in China (Shanghai Walsin,
Dongguan Walsin, Jiangyin Walsin, Jiangyin Alloy,
Changshu Walsin, Yantai Walsin), and in Indonesia
(PT. Walsin Nickel Industrial Indonesia and PT.
Sunny Metal Industry), and CAS (Italy), with an
internally and externally audited overall coverage
rate of 83.97% and 98.86% for employees and
non-employees (i.e., contractors) respectively
(Taipei Head Office, PT. Walsin Everising Specialty
Steel Indonesia, Nanjing Walsin (Real Estate), and
Walsin Precision (Malaysia) have not yet been
verified). Please refer to the Company's website -
Document Center - Environmental Safety and
Health
Policy
and
related
certificates
(https://www.walsin.com/about-
us/newsroom/#pills-reports-document).
3. In 2024, there were 109 employee work-related
injuries (including 1 fatal injury at PT. Walsin Nickel
Industrial Indonesia, but excluding 160 minor
injuries). The recordable employee incident rate
was 1.02% (number of work injuries as a
In line with the
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies.
Corporate Governance Report
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Promotion items
Actual Implementation
Deviation from
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies and
reasons therefor
Yes No
Summary description
percentage of total employees). The overall
incident frequency was higher than in 2023.
Analysis
shows
that
entry-level
technical
operators had the highest occurrence rate (85%)
(This analysis excludes CAS). The primary injury
types were entanglement injuries (20%), followed
by cuts (15%) and impact injuries (15%). For non-
employees, there were 13 work-related injuries
(including 2 fatal injuries, but excluding 13 minor
injuries), with the main injury types being impact
injuries (31%), followed by falls (23%). All related
incident risks and deficiencies have been promptly
addressed through hardware protections and
management measures. In 2024, there were zero
fire accidents, no chemical leaks, and no fatal
workplace injuries.
(4) Has the company established
an
effective
career
development and capability
training
program
for
its
employees?
Yes
(4) In our talent development system, we provide
comprehensive and diverse training methods
tailored to different functional needs, fulfilling
various requirements throughout our colleagues'
career development. The Company invests
substantial resources in education and training,
with a dedicated team responsible for planning
and implementing annual training programs. Each
year, we ensure training effectiveness through a
systematic cycle of training needs assessment,
course planning, program implementation, and
post-training satisfaction surveys.
Online learning has become a trend in corporate
training in recent years. To promote employees'
self-directed learning habits, the Company has
established various learning roadmaps on our
online learning platform, Walsin Lihwa Academy,
making it accessible to all employees. Employees
can instantly and quickly access courses and
review their past learning records online, enabling
them to plan their own training content and
master job skills. Various learning promotion
activities are also available to motivate colleagues
to learn proactively and enhance their work
capabilities.
Simultaneously, we design diverse courses
targeting
critical
issues
in
business
transformation, business deployment, talent
cultivation, and organizational culture, including
but not limited to: legal compliance, corporate
governance,
human
rights
protection,
information security, technology applications,
project management, leadership, and foreign
language learning. In 2024, the total online
learning hours through Walsin Lihwa Academy
reached 53,146.8 hours, with total education and
training hours amounting to 274,227 hours,
averaging 24 hours per employee. The total
investment in education and training exceeded
NT$49 million. At the same time, during the
annual implementation of performance appraisal,
in addition to conducting the annual work review
in conjunction with colleagues, supervisors
In line with the
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies.
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Promotion items
Actual Implementation
Deviation from
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies and
reasons therefor
Yes No
Summary description
understand
the
potentials
of
colleagues,
professions and areas to be improved based on
their implementation of their work, and jointly
formulate development plans for training,
rotation and participation in projects.
(5)
Does the Company comply
with relevant regulations and
international
standards
regarding customer health and
safety,
customer
privacy,
marketing and labeling of its
products and services, and has
it formulated relevant policies
and complaint procedures to
protect consumer rights?
Yes
(5)
1. Our products and services are marketed and
clearly labeled in accordance with local and
international regulations and standards or
pursuant to the requirements of our customers. In
order to protect business information and
customer privacy, the Company establishes a code
of ethical conduct for employees and information
security policies and relevant regulations (Note 5)
to prevent any unauthorized access to, alteration
to, or improper disclosure of any information that
may infringe on customer privacy and rights. In
addition to providing its latest information,
product information, and the telephone numbers
and e-mail addresses of the persons-in-charge of
each business on its website, the Company has
established channels through which interested
parties can make complaints or communicate with
the Company. Upon receipt of any information
from an interested party, the Company will
transfer the case to a dedicated person for
him/her to confirm or handle, in order to reply to
the stakeholders within the time limit.
2. We have not violated any product- or service-
related laws or regulations regarding customer
health and safety, customer privacy, marketing
and labeling of our products and services in 2024.
3. For the latest information, product information,
contact phone numbers and emails, please refer
to the Company's website.
https://www.walsin.com/our-business/
https://www.walsin.com/about-us/contact-us/
In line with the
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies.
(6)
Does the company have a
supplier management policy
requiring suppliers to comply
with
relevant
regulations
governing
environmental
protection, occupational safety
and health, or human rights in
the workplace, and how is it
implemented?
Yes
(6)
1. In order to strengthen and implement the
sustainable management of its suppliers, the
Company has established the regulations for
sustainability procurement and the principles for
evaluating
the
suppliers'
performance
of
corporate social responsibility, and requires
suppliers
to
comply
with
environmental
protection, occupational safety and health or
labor human rights regulations in purchase orders
and contracts. Key suppliers and new suppliers, in
addition to signing the "Supplier Management
Commitment Letter", also need to conduct self-
assessments
through
the
Key
Supplier
Sustainability Assessment Questionnaire, with
evaluation items including environmental (i.e.,
management
system,
greenhouse
gas,
air
pollution, water resources management, and
waste management), social (i.e., human rights,
health, and safety), and governance (i.e.,
sustainable government, supplier management,
and trade secret protection) aspects for the
In line with the
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies.
Corporate Governance Report
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Promotion items
Actual Implementation
Deviation from
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies and
reasons therefor
Yes No
Summary description
purpose of identifying the degree of sustainability
risk of each key supplier, in order to comply with
CSR-related regulations along with the partnering
suppliers and ensure that the supply chain fulfills
its CSR commitments and implements the
Principles
for
Supplier
CSR
Performance
Assessment.
2. In 2024, there were 139 key suppliers in the Wire
and Cable, Stainless Steel and Commercial, Real
Estate Business Groups, and Walsin Precision
Technology, among which 138 have been
evaluated for their risks. Of them, 8 were high-
risk suppliers, 38 were medium-risk suppliers,
and 92 were low-risk suppliers. In 2024, we kept
conducting on-site audits, interviews and
guidance with regard to high-risk key suppliers to
prevent and reduce the occurrence of risks, and
will continue to conduct on-site audits and
guidance with regard to high-risk key suppliers.
3. The Company holds two annual supplier
conferences each year (one in Taiwan and one in
China). In addition to communicating the
Company's sustainability philosophy and goals,
these conferences enhance suppliers' capabilities
to address sustainability issues through themed
discussions and encourage them to incorporate
sustainable development into their corporate
management agenda.
83
Promotion items
Actual Implementation
Deviation from
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies and
reasons therefor
Yes No
Summary description
V. Did the Company make reference
to international standards or
guidelines for the preparation of
reports
in
preparing
its
sustainability reports and other
reports
that
disclose
non-
financial information about the
Company? Did the Company
obtain a third-party certification
agency's
confirmation
or
assurance
opinion
on
said
reports?
Yes
1. Since 2014, we have been compiling
sustainability reports (Note 6) by reference to the
Global Reporting Initiative's (GRI) G4 Standards,
and since 2017, the report structure has followed
the latest GRI Standards. In 2020, we introduced
the Sustainability Accounting Standards Board
(SASB) Industry Standard and the Task Force on
the Climate-related Financial Disclosures (TCFD)
framework to provide stakeholders with more
complete and transparent ESG information.
2. From 2015 to 2023, we have engaged Deloitte
Taiwan to perform third-party assurance checks
on our reports and have obtained the CPA
Statement of Limited Assurance. The third-party
assurance checks are performed every year in
accordance with the standards set forth in
Statement of Standard on Assurance No. 3000,
"Assurance Cases Other Than Audits or Reviews
of Historical Financial Information" and "Rules for
the Preparation and Reporting of Sustainability
Reports by Public Companies." In 2024, to
strengthen interactions with stakeholders and
appropriately and qualitatively respond to their
expectations, as of the publication date hereof,
the Sustainability Report is undergoing assurance
verification by an independent third-party
organization, British Standards Institution,
Taiwan Branch (BSI Taiwan), in accordance with
the GRI Standards AA1000 v3 Type 2 moderate
level of assurance and the AA1000 Accountability
Principles (2018).
In line with the
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies.
VI.
If your company has established sustainable development principles based on "Sustainable Development Best Practice
Principles for TWSE/TPEx Listed Companies", please describe differences between the principles and their
implementation:
In December 2014, the Company has established, based on "Sustainable Development Best Practice Principles for
TWSE/TPEx Listed Companies" (Note 6), its Corporate Governance Best Practice Principles, which has also been
approved by the Board of Directors. In line with the amendments to Sustainable Development Best Practice Principles
for TWSE/TPEx Listed Companies, the Board of Directors amended the Corporate Governance Best Practice Principles
in January 2018, April 2020, January 2022, and February 2023. The Corporate Governance Best Practice Principles serve
as the guidelines for the Company to establish and to execute related policies related to corporate governance, ESH
management, customer service and supplier management, green operation, employee relations and social care. There
are no discrepancies between the principles and actual practice.
VII. Other key information useful for explaining the promotion and execution of sustainable development:
(1) With regard to developing a sustainable environment, please refer to "IV. Operating Status, IV. Environmental
Protection Expenditure Status" in the annual report.
(2) With regard to the Company's observing relevant labor regulations by safeguarding the lawful rights and interests of
its employees and providing a safe and healthy work environment for its employees, please refer to "IV. Operating
Status, V. Labor-Management Relations" in the annual report.
(3) "Growth and integration with the local communities" is the philosophy in the social care of Walsin. It is a continuous
implementation focused in four directions: "Corporate Citizen", "Minority Support", "Environment Conservation", and
"Community Development". The results in 2024 are summarized as below:
1. Supporting Taiwanese Original Arts and Cultural Groups
(1) Dragon Brilliance in Tainan: "Walsin Lihwa x Taiwan Lantern Festival" Performance Series
Walsin Lihwa sponsored artistic performances at the 2024 Taiwan Lantern Festival in Tainan City, home to our
Yenshui Plant. The festival showcased local talent through diverse artistic expressions including music, dance,
street parades, circus arts, and traditional theater performances.
Sponsored Artists: Taiwan Lantern Festival Performance Groups
Venue: Tainan High Speed Rail Lantern Area, Taiwan Lantern Festival
Sponsorship: NT$1,000,000
Corporate Governance Report
84
Promotion items
Actual Implementation
Deviation from
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies and
reasons therefor
Yes No
Summary description
(2) Supporting Traditional Theater Troupes in Xinying, Tainan
In celebration of "Tainan's 400th Anniversary of Establishment," our Yenshui Plant supported the "Twenty Years
at the Corner" joint performance by local theater troupes. This innovative production created a new era of
theatrical artistry by blending modern dance with traditional opera, puppetry, "Luo Di Sao" (early-period
Taiwanese opera street performances), and projection lighting—beautifully showcasing Tainan's rich and diverse
cultural heritage.
Sponsored Artists: Pan-Guo Dance Theater, Bamboo Horse Formation, and Fucheng Puppet Theater
Venue: Xinying Cultural Center Performing Arts Hall, Tainan City
Sponsorship: NT$300,000
(3) Supporting Original Performing Arts
The Company invited employees and their families from Taipei Headquarters and Hsinchuang and Yangmei Plants
to attend "Aning-Gu's Mischief Again YA~", a children's musical adapted from Taiwanese author Lou Yi-Chun's
"Little Son". This conveyed the Company's care for employees' family interactions while infusing artistic cultural
nourishment into everyday life.
Sponsored Artists: Aning-Gu Children's Theater
Venue: Taipei City Government Family Theater
Sponsorship: NT$300,000
(4) Sustaining the Power of "Seeing": Supporting the Chi Po-lin Foundation's "Environmental Living Festival"
Walsin sponsored the Chi Po-lin Foundation's inaugural "Seeing Environmental Living Festival," inviting
employees and their families to engage in diverse experiential activities including photography exhibitions,
musical performances, environmental documentaries, Tamsui cultural walking tours, and DIY handicraft
workshops. These experiences initiated a journey of "seeing" that inspires sustainable daily living practices.
Sponsored Organization: Chi Po-lin Foundation
Venue: Tamsui Tidal Plaza
Sponsorship: NT$900,000
(5) Celebrating Indigenous Cultural Heritage
In promotion of multicultural harmony and support for indigenous youth performing arts, the Company hosted
an exclusive corporate performance titled "Sanga'ayen ko rakat" (Safe Journey) "Suming X Indigenous Cultural
Concert." Led by Golden Melody Award winner and Amis singer-songwriter Suming, the performance featured
youth from the Dulan tribe. Nearly 200 employees and family members from Taipei Headquarters and
Hsinchuang and Yangmei Plants attended, fostering appreciation and recognition of indigenous cultural diversity.
Sponsored Group: Mida Creative
Venue: Taipei Red House Performance Hall, Ximending
Sponsorship: NT$600,000
(6) Supporting Traditional Peking Opera "Mei School Private Academy" Heritage Project and "Republic Trilogy"
Theatrical Production Plan
Traditional Chinese opera serves as a bridge connecting contemporary society with ancient times and represents
a performing art form that is challenging to preserve in its entirety. To support cultural heritage preservation,
Walsin sponsored the Wei-Hai-Min Foundation for the Arts of Peking Opera's "Mei School Private Academy"
heritage project and the planning of the "Republic Trilogy" theatrical production, contributing to the preservation
of Peking Opera's traditional culture.
Sponsored Group: Wei Hai-Min Peking Opera Arts
Sponsorship: NT$300,000
2. "Illuminating the Corners of Taiwan" Project
The Company has initiated the sponsorship project "Illuminating the Corners of Taiwan" in the end of 2016 to give
back to society by offering 5 elementary and junior high schools in rural Taiwan with relatively low resources more
comprehensive faculty, environment and equipment and to develop characteristic physical and musical education.
We continued to cooperate with five existing schools in 2024 to deepen the various incubation programs.
3. Long-Term Care for Children's Education
The Company and its employees regularly sponsor 12 child welfare organizations, including World Vision Taiwan,
Taiwan Funds for Children and Families, the Lotus Heart Garden Nursery School in Houbi District, and Chinese
Childrenhome & Shelter Association.
4. Taiwan Native Plant Resources Conservation Project
To promote cultivation of talents for conservation, collection and management of aboriginal Taiwan plant resources,
Walsin Lihwa cooperated with College of Agriculture and Natural Resources, National Chung Hsing University to
install a screen-house and an outdoors nursery, cultivate seedlings for afforestation applications and, environmental
education and promotion for conservation, and protect Taiwan's diverse protected animal and plant resources.
Starting from 2018, the Company and Winbond Electronics Corporation cooperated to incorporate Huabao Seed
Breeding Co., Ltd., responsible for promoting Taiwan's forest germplasm conservation and indigenous plants
85
Promotion items
Actual Implementation
Deviation from
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies and
reasons therefor
Yes No
Summary description
revegetation projects. We completed the first phase of the collection of 24 Taiwanese tea varieties in 2023, and
continued to implement the related programs for hardware and software installation and training on cultivation
techniques in 2024. In addition, Walsin Lihwa has acquired 21 hectares of national land in Sanxing Township, Yilan
County, which will be planned for afforestation according to the principle of planting suitable trees in suitable
locations, generating natural carbon sinks.
5. Support Local Agriculture
(1) Organic Kiwifruit Contract Farming
In order to support environmental ecological conservation and the development of organic agriculture, starting
from 2021, we cooperated with "Jianghao Farm Young Farmers", contracted with them for organically planted
Taiwanese native kiwi fruit that is conducive to soil and water conservation. In 2023, the Company produced and
released the video documentary and digital feature "The Kiwi Dilemma," which documents the journey of kiwi-
friendly cultivation. It explores how local production can enhance sustainable production, reduce waste, and
lower carbon emissions. Through exposure in media features, it aims to raise more awareness and understanding
of agriculture on this land. The Company also participated in the 2024 8th Taipei Golden Eagle Micro Movie
Festival, standing out among 183 entries to win the Bronze Award for Sustainable Micro Movies, demonstrating
Walsin Lihwa's commitment to supporting sustainable development of local agriculture.
"The Kiwi Dilemma" video: https://esg.walsin.com/zh_TW/event/180
"Encounters with Kiwi" feature news report: https://esg.walsin.com/kiwi
(2) Support Taiwan's Local Farmers
Walsin's Employee Welfare Committee adopts the concept of "buying directly from small farmers" as annual
festival gifts for employees every year, and purchases products from local Taiwanese root farmers, bee farmers,
and tea farmers for the Chinese New Year, the Dragon Boat Festival, and the Mid-Autumn Festival in Taiwan as
festival gifts for employees in 2024 to support local farmers.
6. "Elementary and Junior High School Newspaper Reading Project":
(1) Starting from 2014, this cooperation and partnership between Mandarin Daily News sponsors newspapers issued
by Mandarin Daily News for primary/junior high schools in the counties and cities in Taiwan where our plants
located. The school teachers led students to understand the subjects of newspaper reports, and through
interactive discussions, expanded their horizons. In 2024, we sponsored 76 classes in 18 schools in New Taipei
City, Taoyuan City, Taichung City, Tainan City and Kaohsiung City, benefiting 1,191 students. Since 2019, Walsin,
together with the Walsin Technology Foundation and Mandarin Daily News, has launched a bilingual reading
education program. In 2024, we promoted this program in 558 classes in a total of 34 junior high schools in
Taoyuan City and Kaohsiung City, benefiting a total of 15,298 students. With the advantage of the English and
Chinese bilingual texts in "Junior High School Student Daily" offered by Mandarin Daily News, students' listening,
speaking, reading and writing skills in both Chinese and English improved and their interests in the world and
reading were opened.
(2) In April and December 2024, approximately 30 Walsin volunteers visited Zhongzheng Elementary School in Wuqi
District, Taichung City and Yongji Elementary School in Yingge District, New Taipei City to organize newspaper
reading challenge activities. The challenges incorporated mathematics, Chinese language, social studies, stainless
steel tableware for environmental protection, electrical safety, and general knowledge. Through these interactive
challenges, the activities not only sparked interest in reading but also planted seeds of knowledge in the children's
minds, opening doors to explore the world.
7. Community Development and Promotion by Plants:
Each plant of Walsin continues to care about and evaluate the social and environmental risks or opportunities faced
by its local community through supporting local cultural and activities, cares for the disadvantaged in the community,
and effectively uses plant resources to promote neighborhood development. In 2024, we continued to sponsor five
elementary schools in the Yenshui area of Tainan in the academic mentoring program, and participated in 102 local
civil defense, cultural, folklore, respect for the elderly, care for women and children, and environmental cleanup
activities, as well as our long-term care for 12 roads, drains, and parks surrounding the plants for cleaning and making
them greener.
(4) In 2024, Walsin Lihwa was listed as the top 5% outstanding companies as published by the Taiwan Stock Exchange in
the 10th "Corporate Governance Evaluation." The Company was also awarded the "Model Donation for Education" by
the Yilan County Government for the "Light Up the Corners of Taiwan" project. In 2024, the Company also received
Taiwan's Top 100 Sustainable Model Business Award, Information Security Leader Award, and Platinum Corporate
Sustainability Report Award for its ESG performance and Sustainability Report, as well as Bronze Prize for English
Sustainability Report.
(5) For details on the Company's execution of sustainable development, please go to the Walsin Lihwa website Corporate
Sustainability section (https://esg.walsin.com/zh_TW) and read our 2024 Sustainability Report.
Corporate Governance Report
86
Note 1: The "Implementation Status of Promoting Sustainable Development" disclosed in this report applies to all subsidiaries
within the scope of Walsin's consolidated financial statements. All related data and management mechanisms are
prepared in accordance with the consolidated financial statements, unless specifically noted as applicable to the
individual company.
Note 2: "Principle of Materiality" refers to environmental, social and corporate governance issues that have a material impact
on the Company's investors and other stakeholders.
Note 3: Cogne Acciai Speciali (CAS) in Italy was added in 2023, and information from its subsidiaries has been included starting
from 2024. For CAS's individual sustainability report, please refer to the CAS sustainability webpage at
https://www.cogne.com/en
Note 4: Management Policies, Strategies or Mechanisms of Risk
Issues
Risk Category
Management Policies, Strategies or Mechanisms
Corporate
Governance and
Economic Issue
• Strategy and
Operations
• Legal Risk
• Capital Expenditure
• Information
Security
• Changes in Interest
Rates
• Changes in
Exchange Rates
• Raw Material
Prices and Supply
Chains
• Technology Risks
• Business units regularly report strategic issues to the Directors and
therefore reduce strategic risks through the participation, advice and
supervision of board members.
• The Company's culture of "Ethical Management" emphasizes that all
business activities must be conducted in accordance with local laws and
regulations. We also require our employees to comply with laws and
regulations, corporate rules and procedures, and guide them to conduct
themselves in accordance with laws and regulations and ethical
standards through education, internal audit, internal control and other
management measures.
• Major capital expenditures shall be reported to the Audit Committee and
the Board of Directors for review and approval.
• The Company continuously introduces advanced information security
solutions, establishes data protection mechanisms, organizes education
and training, promotes new information security knowledge and raises
staff awareness of information security.
• The Company monitors changes in the interest rate markets, controls
existing long and short term borrowing positions and uses market
instruments to lock in interest rate costs in a timely manner.
• The Company develops a hedging strategy and carries out exchange rate
hedging in conjunction with relevant hedging instruments such as spot
rate trading and forward rate trading. Control of risks associated with
foreign currency exchange rates and related hedging operations are
performed with respect to major capital expenditures and capital
transfers that may cause changes in foreign currency positions.
• The Company carries out market risk management of its raw materials-
related operations. It also prudently evaluates and actively develops new
material sources to avoid monopoly by a few suppliers. In addition, we
establish a safe inventory of raw materials and purchase some raw
materials in stock to allow for flexibility.
• We deeply understand the needs of customers and end-use applications,
and accelerate the technical development of product materials
manufacturing processes and applications, in order to strengthen our
technical capabilities to respond to rapid changes in the external
environment.
Environmental
Issues
• Climate Change
and Environmental
Risks
• Emerging Risks
• The Company's environment, safety and health and energy policy is
"Green Manufacturing, Happy Enterprise and Sustainable Development"
and is committed to "Compliance with Regulations, Risk Control,
Pollution Prevention, Energy Saving and Waste Reduction and
Performance Enhancement."
• We promote energy management systems to establish energy
management performance indicators, so as to facilitate long-term energy
efficiency control. We also Invest in green electricity and gradually build
up a product carbon footprint, in order to improve carbon reduction
performance and prepare for carbon rights operations in advance.
Besides, we continuously identify and develop waste reuse technologies
to improve resource recycling efficiency.
• Every year, we reference the global environmental changes and
development trends and the Global Risk Report published by the World
Economic Forum (WEF) to identify emerging risks that we should pay
attention to in the long term, by taking into account the Company's
business development and future prospect planning.
87
Issues
Risk Category
Management Policies, Strategies or Mechanisms
Social Issues
• Human Resources
Management Risks
• Occupational
Safety Risks
• Corporate Image
Risks
• Employees are Walsin's most important asset and major driving force.
Walsin cares about its employees, their families and their lives, listens to
their voices and strengthens the communication channels between
employees and employers to promote harmonious relationships. We also
ensure that the existing human resources management procedures and
related administrative practices comply with the laws and regulations.
• We maintain the consistency of the environment, safety and health
management systems in all plants through ESH education and training,
and implement operational risk factor checks and regulations to reduce
the incidence of occupational safety incidents. We also require
contractors to sign an Environment, Safety and Health Policy
Commitment to jointly comply with the requirements of the
environment, safety and health law and to reduce occupational safety
hazards.
• The Company has established in normal times a good crisis management
response mechanism for any operational risks that may affect its image,
as well as simulated possible events, so that it can immediately initiate
the response mechanism promptly. The spokesman will act as the
external speaker, or clarify false information through the material
information reporting platform, to protect the Company's image, and to
make communications with various stakeholders.
Note 5: The Ethical Conduct Guidelines for Employees and the rules relating thereto include: the Ethical Conduct Guidelines
for Employees and the Guidelines for Suggestions and Complaints by Stakeholders. Information security policies and
the rules relating thereto include: the Information Security Policy, the Internal Audit Operation for Information
Security Management, the Information Security Risk Management Rules, the Information Security Incident
Management Rules, the Information Security Organization Management Rules, the Service Information Security
Policy Formulation Standards, the Information Outsourcing Management Rules, the Compliance Management Rules,
the Personnel Safety Management Rules, the Network Equipment Maintenance and Operation Standards, the
Communication Operation Management Rules, the Access Control Management Rules, the Account Access
Management Standards, the Information Asset Management Rules, the Computer Room Maintenance and
Operation Management Standards, the System Administrator Password Management Standards, the Entity and
Environmental Security Management Rules, the Business Continuity Management Rules, and the Information
System Acquisition, Development and Maintenance Management Standards.
Note 6: The title of the Corporal Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies was amended
to the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies" on December 7, 2021;
the title of the Corporate Social Responsibility Report was amended to the "Sustainability Report."
Climate-Related Information
1. Information on Implementation of Climate-Related Initiatives
Item
Execution
1. Describe the Board of Directors and management's
oversight and governance of climate-related risks
and opportunities.
The Company (Note 1)'s climate change governance and management
structure is ultimately overseen by the Board of Directors, which is
responsible for monitoring major climate-related risks and guiding
management strategies, key action plans, and target implementation.
The Company established a Board-level Sustainable Development
Committee on November 1, 2019. The current committee consists of
six members, with an Independent Director serving as the Convener,
along with the Chairman, other Independent Directors, and advisors
serving as committee members. The Committee is responsible for
formulating corporate sustainability strategies and visions, promoting
sustainable development initiatives and management, and regularly
reporting to the Board of Directors on sustainability implementation,
including climate change issues. Under the Committee, a
Sustainability Office is responsible for planning and guiding relevant
company departments to identify and manage risks and opportunities
arising from climate change, and regularly reporting to the
Sustainable Development Committee on the latest trends, impacts,
and implementation performance related to climate change issues.
For information on the oversight and governance of climate and
sustainability-related risks and opportunities by the Board of
Directors, functional committees, and management, please refer to
Chapter 1.1 Climate Action (TCFD) and Chapter 3 Corporate
Governance in the 2024 Sustainability Report.
Corporate Governance Report
88
Item
Execution
2. Describe how the identified climate risks and
opportunities affect the Company’s business,
strategy and finances (in the short, medium and
long term).
To effectively manage climate-related risks and opportunities, the
Company's Sustainability Office incorporates climate change-related
risks into the tracking scope of overall enterprise risk management,
continuously monitoring climate risks that may impact Company
operations, including international regulatory requirements and
extreme weather events. The Office also implements subsequent
financial impact and management cost estimates, dynamically
adjusts relevant management mechanisms, and further proposes
response strategies to enhance operational resilience. The Company
defines its impact period ranges as: short-term for 2025, medium-
term for 2026 to 2030, and long-term for 2031 to 2035. Related
assessments can be found in Chapter 1.1 Climate Action (TCFD) of
the 2024 Sustainability Report or on the Company's website under
the Corporate Sustainability section, "Climate Action and
Environmental Management" webpage
(https://esg.walsin.com/zh_TW/focus/climate).
(I) Climate Risks
1.
Impact of extreme climate events on upstream and
downstream supply chains and transportation (short to
medium-term risks)
(1) Product delivery delays or supply chain disruptions,
leading to reduced income and deferred revenue
(2) Increased transportation costs due to extreme climate
events
(3) Operational equipment damage preventing timely
shipments
2.
Low-carbon technology transition costs (medium-term
risk)
(1) Increased research and production costs for developing
and manufacturing low-carbon products
(2) Rising operational costs from replacing high-emission
process equipment
3.
Increased greenhouse gas emission costs due to policy
regulations (medium-term risk) (1) Increased operational
expenses due to higher greenhouse gas emission costs (2)
Higher internal carbon management costs leading to
increased operational expenses
(II) Climate Opportunities
1.
More efficient production and distribution processes
(short-term opportunities)
(1) Reduced operational costs through automated
equipment
(2) Reduced operational costs through improved energy
efficiency
(3) Increased business revenue through product carbon
footprint calculation
2.
Entry into new markets (short-term opportunities)
(1) Expanded industry sales volume, increasing revenue
(2) Joint development of new industrial applications with
customers, expanding market development and
facilitating entry into new markets
3.
Use of new energy technologies (medium-term
opportunities) Using renewable energy to reduce
greenhouse gas emissions, enhance product
competitiveness, and reduce the impact of carbon taxes
and fees.
3. Describe the financial impact of extreme weather
events and transition actions.
The Company's Sustainability Office coordinates with various
departments to analyze climate risks. Through internal discussions,
inventory, and assessments, it guides staff to identify risks and
opportunities that extreme climate changes may bring to operations
under different climate change scenarios, and calculates the
corresponding financial impacts and response costs.
89
Item
Execution
For information on the financial impact of extreme climate events and
transition actions, please refer to the assessment description in
Chapter 1.1 Climate Action (TCFD) of the 2024 Sustainability Report
or on the Company's website under the Corporate Sustainability
section, "Climate Action and Environmental Management" webpage
(https://esg.walsin.com/zh_TW/focus/climate).
4. Describe how the process of identifying, assessing
and managing climate risks is integrated into the
overall risk management system.
The Board of Directors is the highest decision-making body for risk
management (including climate change and environmental risks),
responsible for approving overall risk management policies and major
decisions. To ensure stable operations and sustainable development,
the Company has established a Risk Management Policy and
Procedures approved by the Board of Directors to establish a
comprehensive risk management system. This system involves the
Board of Directors, Audit Committee, Auditing Office, President and
President's Office, risk management units, all departments, and
subsidiaries jointly implementing relevant risk management
measures.
It
clearly
defines
risk
management
objectives,
management procedures, and control mechanisms, and also
identifies emerging risks annually, monitoring global environmental
changes and development trends while comprehensively considering
the Company's business development and future prospect planning.
To reduce the impact and influence of internal and external risks, the
Company's governance units and risk management-related units
identify environmental, social, and corporate governance issues
related to operations based on materiality principles, corporate
business, and operational characteristics, and plan relevant
management and monitoring measures. Risk identification is
conducted regularly every year in a meticulous and systematic
manner. For identified risk items, each risk management unit
conducts measurement and monitoring, reporting regularly to the
Board of Directors. For information on the Company's risk
management processes and systems, please refer to Chapter 3
Corporate Governance in the 2024 Sustainability Report.
Corporate Governance Report
90
Item
Execution
5. If scenario analysis is used to assess resilience to
climate change risks, describe the scenarios,
parameters, assumptions, analysis factors and key
financial impacts used.
Based on the geographical locations of its operating sites, the
Company assesses the risks that climate disasters such as floods,
droughts, typhoons, and high temperatures may bring to each
operating plant. It further selects scenarios to analyze the potential
financial impacts under different climate scenarios, integrates the
analysis results into resilience strategy planning, and actively adjusts
and strengthens mitigation and adaptation operations.
(I) Physical Risks
Using the climate warming scenarios from the Intergovernmental
Panel on Climate Change (IPCC) Sixth Assessment Report:
1. SSP 3-7.0: A high to medium emission scenario where
greenhouse gas emissions peak around 2060.
2. SSP 5-8.5: An extremely high impact emission scenario where
climate change causes intensified changes in future average
temperatures, extreme high temperatures, annual total rainfall,
maximum 1-day rainfall intensity, maximum consecutive days
without rainfall, and proportion of strong typhoons, potentially
affecting the Company's operations and its value chain.
In addition, risks are categorized as immediate and long-term.
Immediate risks include increasingly severe extreme weather events
such as typhoons and floods, while long-term risks include rising
average temperatures and sea levels. These are used to calculate
potential financial impacts, including: decreased or interrupted
production capacity, impacts on labor management and planning,
increased operational costs, and reduced sales leading to decreased
revenue.
(II) Transition Risks
1. NDC: Nationally Determined Contributions of the Republic of
China: Controlling global warming within 1.5°C, risks arising
from enterprises' low-carbon transition.
2. IEA NZE 2050: Nationally Determined Contributions of the
Republic of China, controlling global warming within 1.5°C, risks
arising from enterprises' low-carbon transition.
Evaluating the transition risks under the above two scenarios, their
risk classifications and possible risk impacts are:
• Policy and Regulations: Increased requirements for controlling
greenhouse gas emissions, imposition of carbon fees and taxes,
stricter regulatory oversight of existing products, etc.
• Technology: Substitution of existing products and services with
low-carbon alternatives, low-carbon technology transition
costs, investment in new technologies, etc.
• Market: Rising raw material costs, changes in customer
behavior, market information uncertainties, etc.
• Reputation:
Shifting
consumer
preferences,
industry
stigmatization, and increased negative stakeholder responses.
For major financial impacts, please refer to Chapter 1 of the 2024
Sustainability
Report,
Climate
Action
and
Environmental
Management, or the Corporate Sustainability section on the
Company's
website,
"Climate
Action
and
Environmental
Management"
webpage
(https://esg.walsin.com/zh_TW/focus/climate).
6. If there is a transition plan to address and manage
climate-related risks, describe the content of the
plan, and the metrics and targets used to identify
and manage physical and transition risks.
(I) Transition Plan for Climate-Related Risks
1. Green products and clean technology
Walsin Lihwa is committed to the development of green
products and clean technology, and to high-value products and
the establishment of a resource-based industrial chain. We will
continue to increase the proportion of clean technology
products, create shared value with customers, and establish a
sustainable business model.
2. Intelligent manufacturing
In the manufacturing process, we use intelligent technology to
implement green manufacturing and achieve multiple benefits,
91
Item
Execution
such as real-time monitoring, efficiency improvement, quality
assurance and material conservation, through intelligent
manufacturing, so as to further improve our operational
efficiency.
3. Energy and greenhouse gas management:
(1) Implement energy-saving measures to reduce electricity
consumption.
(2) Plan to use renewable energy to reduce dependence on
traditional energy sources.
(3) Implement greenhouse gas management processes to
effectively monitor and reduce emissions.
(II) Climate-Related Management Indicators and Targets
1.5% annual reduction in the use and generation of electricity
and carbon from 2022 (Base year: 2021)
Renewable energy and green power will be purchased in 2025.
7. If internal carbon pricing is used as a planning tool,
describe the basis for setting carbon prices.
Since 2023, the Company has actively planned and established an
internal carbon pricing mechanism. In 2024, referencing the Ministry
of Environment's three carbon fee regulations setting NT$300 per
metric ton, carbon fee calculation, and autonomous reduction plan
management, the Company established an internal carbon pricing
calculation standard.
Starting from 2025, fees will be collected according to the internal
carbon pricing calculation standard. At the same time, business units
are required to actively promote energy conservation and carbon
reduction measures. Regular adjustments to internal carbon pricing
collection will be made based on each unit's energy conservation
performance and carbon reduction target achievement rates, thereby
enhancing carbon management efficiency and achieving optimal
carbon reduction results.
8. If climate-related targets are set, describe
information such as the activities covered, the
scope of greenhouse gas emissions, the planning
timeline, and the progress made in achieving them
each year; if carbon offsets or renewable energy
certificates (RECs) are used to achieve the relevant
targets, describe the source and quantity of carbon
offset credits or renewable energy certificates
(RECs) to be offset.
The Company actively responds to climate change by formulating
carbon management, net-zero emissions, and resource recycling
policies and visions. Through increased annual investments in energy
conservation, carbon reduction, resource reuse, and green supply
chain management software and hardware, the Company enhances
ecological benefits in energy conservation, water conservation, waste
reduction, and greenhouse gas reduction, committed to creating a
sustainable and environmentally friendly operational system. In 2022,
the Environmental, Health and Safety Management Committee
dynamically adjusted the five-year energy management plan, setting
annual electricity and carbon reduction targets of 1.5%, and aiming to
reduce water usage by 15% in 2030 compared to 2014. The
Sustainable Development Committee regularly monitors progress.
For greenhouse gas emission reduction planning schedules and
achievement progress, please see Point 9 below and Chapter 1 of the
2024 Sustainability Report, Climate Action and Environmental
Management, or the Corporate Sustainability section on the
Company's
website,
"Climate
Action
and
Environmental
Management"
webpage
(https://esg.walsin.com/zh_TW/focus/climate).
9. Please refer to Table 1 below for GHG inventory and
assurance and reduction targets, strategies and
specific action plans.
Please refer to Tables 1 and 2 below.
Corporate Governance Report
92
1. GHG Inventory and Assurance Information for the Last Two Years
The Company has established a greenhouse gas mechanism in accordance with the ISO 14064-1:2018 greenhouse gas
inventory standard issued by the International Organization for Standardization (ISO), and since 2014, has conducted
regular annual inventories of the Company's stand-alone greenhouse gas emissions. Starting from 2023, the Company
began inventorying greenhouse gas emissions from subsidiaries included in the consolidated financial reports,
comprehensively tracking greenhouse gas usage and emissions, and verifying the effectiveness of reduction actions.
The Company's greenhouse gas disclosure schedule planning is as follows:
2022
2023
2024
2025
2026
2027
Company-wide
Plans and
Implementation
Inventory
Taiwan,
China,
Malaysia
Waltuo Green
Resources
Indonesia WNII
and PT. Sunny
Metal Industry,
CAS consolidated
Assurance Taiwan
China,
Malaysia
Indonesia WNII
and PT. Sunny
Metal Industry
CAS
consolidated
Regulatory
Requirements
Disclosure
Inventory data
(stand-alone)
Assured data
(stand-alone)
Inventory data
(consolidated)
Assured data
(consolidated)
The greenhouse gas inventory data for the past two years has been compiled based on the operational control approach,
summarizing greenhouse gas emissions from the Company and its subsidiaries included in the consolidated financial
reports, as well as the implementation of assurance, as described below.
Category
Year
2023
2024
Contains
stand-alone
subsidiaries
Total
emissions
(MTCO2e)
Intensity
(MTCO2e/NT
$ millions of
Sales)
Assurance agency
Description of
assurance
Contains stand-
alone
subsidiariesNote 2
Total
emissions
(MTCO2e)
Intensity
(MTCO2e/NT
$ millions of
Sales)
Assurance agency
Description of
assurance
Scope 1Note 1
Walsin Lihwa
Corporation
135,284.04
1.66
TÜV Rheinland Taiwan
Ltd.
The
third-party
verification
has
been completed.
Please refer to the
official
website
(File Center) for
details:
https://www.wals
in.com/about-
us/newsroom/#pi
lls-reports-
document.
Walsin Lihwa
Corporation
146,027.55
1.67
TÜV Rheinland Taiwan Ltd. The full assurance
information will be
disclosed in the
Sustainability Report,
and the relevant
information can also
be found on the
official website
(Document Center):
https://www.walsin.
com/about-
us/newsroom/#pills-
reports-document.
Subsidiaries
on a
consolidated
basis
(Including
Shanghai
Walsin,
Jiangyin Alloy,
Yantai Walsin,
Changshu
Walsin, and
Walsin
Precision on a
consolidated
basis)
68,702.15
2.84
Shanghai Walsin:
Beijing CQE Testing and
Certification Co., Ltd.
Jiangyin Alloy: Beijing
Ouya Puxin
International
Certification Center
Yantai Walsin:
Shandong LAJ
International
Certification Co., Ltd.
Changshu Walsin:
Shandong LAJ
International
Certification Co., Ltd.
Walsin Precision: BSI
(British Standards
Institution)
The third-party
verification has
been completed.
Please refer to the
official website
(File Center) for
details:
https://www.wals
in.com/about-
us/newsroom/#pi
lls-reports-
document.
Subsidiaries on a
consolidated
basis
(Including
Shanghai Walsin,
Jiangyin Alloy,
Yantai Walsin,
Changshu
Walsin, Walsin
Precision, Walsin
Nickel, PT. Sunny
Metal Industry
(“Sunny”), and
CAS on a
consolidated
basis)
3,060,917.18
34.52
Shanghai Walsin: Beijing
CQE Testing and
Certification Co., Ltd.
Jiangyin Alloy: Beijing Ouya
Puxin International
Certification Center
Yantai Walsin: Shandong
LAJ International
Certification Co., Ltd.
Changshu Walsin:
Shandong LAJ
International Certification
Co., Ltd.
Walsin Precision: BSI
(British Standards
Institution)
Walsin Nickel: TUV NORD
Taiwan
Sunny: TUV NORD Taiwan
CAS: Self-inventory was
not verified
The full assurance
information will be
disclosed in the
Sustainability Report,
and the relevant
information can also
be found on the
official website
(Document Center):
https://www.walsin.
com/about-
us/newsroom/#pills-
reports-document.
Total
203,986.19
1.93
Total
3,206,944.73
18.22
Scope 2Note 1
Walsin Lihwa
Corporation
191,192.18
2.35 TÜV Rheinland Taiwan
Ltd.
The third-party
verification has
been completed.
Please refer to the
official website
(File Center) for
details:
https://www.wals
in.com/about-
us/newsroom/#pi
lls-reports-
document.
Walsin
Lihwa
Corporation
196,717.44
2.25 TÜV Rheinland Taiwan Ltd.
The full assurance
information will be
disclosed in the
Sustainability Report,
and the relevant
information can also
be found on the
official website
(Document Center):
https://www.walsin.
com/about-
us/newsroom/#pills-
reports-document.
93
Category
Year
2023
2024
Contains
stand-alone
subsidiaries
Total
emissions
(MTCO2e)
Intensity
(MTCO2e/NT
$ millions of
Sales)
Assurance agency
Description of
assurance
Contains stand-
alone
subsidiariesNote 2
Total
emissions
(MTCO2e)
Intensity
(MTCO2e/NT
$ millions of
Sales)
Assurance agency
Description of
assurance
Subsidiaries
on a
consolidated
basis
(Including
Shanghai
Walsin,
Jiangyin Alloy,
Yantai Walsin,
Changshu
Walsin, and
Walsin
Precision)
135,432.21
5.59
Shanghai Walsin:
Beijing CQE Testing and
Certification Co., Ltd.
Jiangyin Alloy: Beijing
Ouya Puxin
International
Certification Center
Yantai Walsin:
Shandong LAJ
International
Certification Co., Ltd.
Changshu Walsin:
Shandong LAJ
International
Certification Co., Ltd.
Walsin Precision: BSI
(British Standards
Institution)
The third-party
verification has
been completed.
Please refer to the
official website
(File Center) for
details:
https://www.wals
in.com/about-
us/newsroom/#pi
lls-reports-
document.
Subsidiaries on a
consolidated
basis
(Including
Shanghai Walsin,
Jiangyin Alloy,
Yantai Walsin,
Changshu
Walsin, Walsin
Precision, Walsin
Nickel, PT. Sunny
Metal Industry
(“Sunny”), and
CAS on a
consolidated
basis)
3,249,623.88
36.65
Shanghai Walsin: Beijing
CQE Testing and
Certification Co., Ltd.
Jiangyin Alloy: Beijing Ouya
Puxin International
Certification Center
Yantai Walsin: Shandong
LAJ International
Certification Co., Ltd.
Changshu Walsin:
Shandong LAJ
International Certification
Co., Ltd.
Walsin Precision: BSI
(British Standards
Institution)
Walsin Nickel: TUV NORD
Taiwan
Sunny: TUV NORD Taiwan
CAS: Self-inventory was
not verified
The full assurance
information will be
disclosed in the
Sustainability Report,
and the relevant
information can also
be found on the
official website
(Document Center):
https://www.walsin.
com/about-
us/newsroom/#pills-
reports-document.
Total
326,625.01
3.09
Total
3,446,341.32
19.58
Scope 3Note 1
Walsin Lihwa
Corporation
2,212,164.16
27.23
TÜV Rheinland Taiwan
Ltd.
The third-party
verification has
been completed.
Please refer to the
official website
(File Center) for
details:
https://www.wals
in.com/about-
us/newsroom/#pi
lls-reports-
document.
Walsin Lihwa
Corporation
2,423,215.23
27.73
TÜV Rheinland Taiwan Ltd. The full assurance
information will be
disclosed in the
Sustainability Report,
and the relevant
information can also
be found on the
official website
(Document Center):
https://www.walsin.
com/about-
us/newsroom/#pills-
reports-document.
Subsidiaries
on a
consolidated
basis
(Including
Shanghai
Walsin,
Jiangyin Alloy,
Yantai Walsin,
Changshu
Walsin, and
Walsin
Precision)
2,110,482.66
87.13
Shanghai Walsin:
Beijing CQE Testing and
Certification Co., Ltd.
Jiangyin Alloy: Beijing
Ouya Puxin
International
Certification Center
Yantai Walsin:
Shandong LAJ
International
Certification Co., Ltd.
Changshu Walsin:
Shandong LAJ
International
Certification Co., Ltd.
Walsin Precision: BSI
(British Standards
Institution)
The third-party
verification has
been completed.
Please refer to the
official website
(File Center) for
details:
https://www.wals
in.com/about-
us/newsroom/#pi
lls-reports-
document.
Subsidiaries on a
consolidated
basis
(Including
Shanghai Walsin,
Jiangyin Alloy,
Yantai Walsin,
Changshu
Walsin, and
Walsin Precision
on a
consolidated
basis)
1,375,634.10
55.26
Shanghai Walsin: Beijing
CQE Testing and
Certification Co., Ltd.
Jiangyin Alloy: Beijing Ouya
Puxin International
Certification Center
Yantai Walsin: Shandong
LAJ International
Certification Co., Ltd.
Changshu Walsin:
Shandong LAJ
International Certification
Co., Ltd.
Walsin Precision: BSI
(British Standards
Institution)
Walsin Nickel: TUV NORD
Taiwan
Sunny: TUV NORD Taiwan
CAS: Self-inventory was
not verified
The full assurance
information will be
disclosed in the
Sustainability Report,
and the relevant
information can also
be found on the
official website
(Document Center):
https://www.walsin.
com/about-
us/newsroom/#pills-
reports-document.
4,322,646.82
40.98
Total
3,798,849.33
33.84
Note 1: Direct emissions (Scope 1, i.e., emissions directly from sources owned or controlled by the Company), indirect energy emissions (Scope 2, indirect
greenhouse gas emissions from the input of electricity, heat, or vapor), and other indirect emissions (Scope 3, i.e., emissions from the Company's
activities, not indirect emissions from energy, but from sources owned or controlled by other companies). Scope 3 data has been disclosed since 2023.
Corporate Governance Report
94
2. GHG Reduction Targets, Strategies and Specific Action Plans
Reduction
targets
Short term:
Effectively manage energy efficiency, and set a target of continuous power saving and carbon reduction of 1.5%
every year from 2022 onwards (GHG reduction base year: 2021).
Medium to long term:
Achieve the goal of net-zero carbon emissions by 2050 through carbon inventory and energy conservation,
energy creation, green energy trading, low-carbon production of new technologies, and externalization of low-
carbon technologies.
Strategy
(1) Introduce a Task Force on Climate-related Financial Disclosure (TCFD) to identify climate-related risks and
opportunities by reference to more than two climate change scenarios.
(2)Introduce an energy management system and carbon inventory.
(3)Promote carbon reduction management, including the implementation of lean production management,
management and control of reasonable energy consumption per unit of product, management and
improvement of equipment energy efficiency, and reduction of energy consumption and carbon emissions in
the smelting process.
Specific
action
plans
(1)From 2022 onwards, the Task Force on Climate-related Financial Disclosure (TCFD) has been introduced, and
climate-related risks and opportunities have been regularly reviewed annually to identify and respond to them.
(2)Introduce an energy management system and carbon inventory:
In 2018, the ISO 50001 energy management system was introduced, and from 2019 to 2020, the ISO 50001
energy management E-system was planned and built by the Company to improve the real-time energy
management. In 2023, all of our Taiwan and mainland China plants have passed ISO 50001:2018 certification
In 2020, our Taiwan plants carried out the inventory of energy consumption and carbon emission per unit of
main products, and in 2022, the energy consumption and carbon emission per unit product of the main
products of our Taiwan plants (14067 carbon footprint inventory (B2B)) was obtained.
Since 2014, the carbon inventory and third-party verification of each plant have been initiated, and in 2023,
the carbon inventory and third-party verification have been completed in our plants in Taiwan and mainland
China.
(3)Every year, we will continue to improve energy efficiency and reduce carbon emissions through project control
and administrative management through the implementation of lean production management, management
and control of reasonable energy consumption per unit of product, management and improvement of
equipment energy efficiency, and reduction of energy consumption and carbon emissions in the smelting
process.
(4)Since 2015, each plant has set up an energy conservation and carbon reduction management body, set annual
goals and various energy conservation and carbon reduction measures, and held regular meetings to review
and build an energy management E system for real-time management. In 2024, a total of 105 carbon reduction
plans were proposed in our Taiwan and overseas plants, with a total power saving rate of 3.14% and a total
carbon reduction of 18,886 metric tons of CO2e/year in Asia region in 2024.
(5)In 2021, we planned to build 5.5 MWp of renewable energy (solar energy) for self-consumption; 5.5 MWp has
been built in 2024, and 6,232,988 kWh of electricity has been connected to the grid.
Note 1: The "climate-related information" disclosed by the Company in this report applies to subsidiaries within the scope
of the consolidated financial statements. Relevant data and management mechanisms are prepared according to
the consolidated financial statements, unless specifically noted as applicable to the individual company.
95
(6) Fulfillment of ethical management and differences between our ethical management and the Ethical
Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and reason(s)
Assessment items
Implementation status
Deviation from
Ethical Corporate
Management Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons for
deviation
Yes No
Summary
I.
Establishment
of
ethical
management
policies
and
solutions
(I)
Has the Company formulated its
ethical
management
policies
approved by the Board of
Directors and stated its ethical
management
policies
and
practices in its internal rules and
external documents? Do the
Board of Directors and senior
management actively fulfill their
commitment
to
ethical
management polices?
(II)
Has the Company established an
assessment mechanism for the
risk of unethical conduct to
regularly analyze and evaluate
business activities with a higher
risk of unethical conduct in its
scope
of
business,
and
formulated a plan based on such
analysis
and
evaluation
to
prevent unethical conduct, which
should
cover
at
least
the
preventive
measures
under
Paragraph 2, Article 7 of the
Ethical Corporate Management
Best
Practice
Principles
for
TWSE/TPEx Listed Companies?
Yes
Yes
(I)
The Company has always insisted on honest
business practices. We abide by the laws set forth
by the government, implement our corporate
governance principles and make our utmost effort
to fulfill our corporate responsibilities. Our Board
passed our "Ethical Corporate Management Best
Practice Principles" and our "Procedures for
Ethical Management and Guidelines for Conduct"
as the Company's policies for ethical management
practices. The full texts are also disclosed in
electronic form on the Company's website to
showcase our commitment to implementing and
overseeing ethical management policies.
The directors and senior executives signed a
Statement
of
Ethical
Management
to
demonstrate their determination to operate with
integrity. At the same time, information related to
ethical management was published on the
corporate website and internal website for the
directors' reference to convey the importance of
operating
with
integrity
and
to
actively
implement and monitor the implementation of
the ethical management policy.
(II) 1. The Company's prevention plan and scope of
Article 6 of the Ethical Corporate Management
Best Practice Principles have specifically
covered the business activities with higher risk
of dishonest behavior or other activities
specified in each paragraph of Paragraph 2 of
Article 7 of the Ethical Corporate Management
Best Practice Principles for TWSE/TPEx Listed
Companies. The Company has strengthened the
relevant preventive measures through the
establishment of internal rules and regulations
and practices, education and training, daily
promotion,
contractual
agreements
and
inclusion
in
the
employee
performance
evaluation.
2. The Company established a risk assessment
mechanism for dishonest acts and used the
seven major types of dishonest acts listed in
Paragraph 2 of Article 7 of the Ethical Corporate
Management Best Practice Principles for
TWSE/TPEx Listed Companies as the scope of
assessment to promote the assessment of
dishonest acts.
3. In order to implement the concept of
sustainable
management
and
promote
In line with the
Ethical Corporate
Management Best
Practice Principles
for
TWSE/TPEx
Listed Companies.
Corporate Governance Report
96
Assessment items
Implementation status
Deviation from
Ethical Corporate
Management Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons for
deviation
Yes No
Summary
(III) Has the Company defined and
implemented
the
operating
procedures, conduct guidelines,
disciplinary
and
complaint
systems for non-compliance in its
unethical conduct prevention
program, and regularly reviewed
and
revised
the
foregoing
program?
Yes
corporate governance, we have established the
Sustainable Development Committee, under
which the "Ethical Management Promotion
Center" is responsible for the management of
the Company's ethical management and the
implementation
of
corporate
social
responsibility, while assisting in integrating
integrity management into the Company's
business
strategy,
formulating
relevant
measures to ensure ethical management in
accordance
with
laws
and
regulations,
supervising the implementation of ethical
management, and evaluating its effectiveness.
The Sustainable Development Committee held
two meetings in 2024 to review the annual plan
and implementation results of the Ethical
Management Promotion Center and reported
the implement result in 2024 to the board of
directors meeting on January 6, 2025.
4. On February 27, 2020, the Board of Directors
approved the establishment of the "Risk
Management Policies and Procedures" as the
highest guiding principle for the Company's risk
management. The Company will regularly
assess the risks on an annual basis and
formulate
and
implement
management
policies for each risk, which cover management
objectives, organizational structure, attribution
of authority and responsibility and risk
management procedures, so as to effectively
identify, measure and control the Company's
risks and control the risks arising from business
activities within an acceptable range.
5. In respect of the Company's risk management,
each risk management unit and audit unit will
carry out the Company's risk environment
management
and
countermeasures,
and
President will organize and oversee the
implementation and coordination of risk
management. The risk control measures and
risk management operations will be reported to
the Board of Directors in case of material risk
events. The risk management operations for
2024 were reported to the Board of Directors
on November 8, 2024
(III) 1. The Company has formulated its Ethical
Corporate Management Best Practice Principles
and Procedures for Ethical Management and
Guidelines for Conduct setting forth the
operational procedures, codes of conduct, and
training for the prevention of unethical
behavior. In so doing, we cause our staff to
behave
honestly
and
uprightly
to
our
stakeholders in compliance with the ethical
management policies. We also have established
97
Assessment items
Implementation status
Deviation from
Ethical Corporate
Management Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons for
deviation
Yes No
Summary
reporting system, punishment policies and a
complaint filing system for employees who
violate relevant regulations, which is linked to
the employee performance evaluation.
2. The Company implements the prevention
measures through internal education and
training,
daily
promotion,
contractual
agreements
and
linkage
to
employee
performance assessment. It also aims to
strengthen the implementation of such
measures by making periodic review and
revisions thereof.
3. We continue to steadily implement the risk
assessment of dishonest behavior. In 2024,
using
data-driven
approaches,
we
implemented
comprehensive
measures
throughout all levels of the organization from
management to frontline staff. Simultaneously,
we conducted a thorough review of regulations
and policies, closely examining internal control
mechanisms within business processes to
identify
potential
vulnerabilities
and
weaknesses, and subsequently formulated
response
measures
and
process
improvements.
2. Ensuring ethical business practice
(I)
Has the Company evaluated the
ethical management practices
records of the companies it does
business with as well as explicitly
included ethical management
practices
clauses
in
the
contracts?
Yes
(I)
1. The Company prevents transacting with
companies
with
unethical
management
practice records by adopting the following
approaches:
(1)When selecting a business partner, the
Company reviews the partner’s past trading
history and credit record. When inviting bids,
suppliers shall be informed of the principle of
a fair, open and transparent supplier
selection policy.
(2)Entities we are selling to: Except for
procurement projects from the government,
the Company shall track the long-term credit
information
of
distributors,
with
the
reputation of new distributors obtained
through credit reference agencies and other
companies in the industry.
2. Including
honest
practice
provisions
in
contracts:
(1)Procurement contracts: We have either had
honest business practices clauses added to
the contracts or have our suppliers make an
undertaking to comply with the ethical
management policy.
(2)Sales contracts: Honest business practices
clauses have been added to all such
contracts.
3. The Company also non-periodically holds
supplier conventions for suppliers of different
plants
to
advocate
for
the
integrity
management of suppliers. In 2024, a total of
218 companies attended the meetings held by
In line with the
Ethical Corporate
Management Best
Practice Principles
for
TWSE/TPEx
Listed Companies.
Corporate Governance Report
98
Assessment items
Implementation status
Deviation from
Ethical Corporate
Management Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons for
deviation
Yes No
Summary
(II)
Has the company established a
dedicated
or
non-dedicated
department under the Board of
Directors
to
ensure
honest
business practices? Does this
department periodically report
their status of implementation to
the Board of Directors?
Yes
Taipei Head Office, Wire and Cable Business
Group (Shanghai, Hsinchuang, and Yangmei
Plants), Stainless Steel Business Group (Yantai
Plant, Yantai Plant, Jiangyin Alloy Plant,
Changshu Plant, Taichung Plant, and Yenshui
Plant).
(II)
The Company's 7th meeting of the Board of
Directors of the 17th term approved the
establishment
of
the
"Corporate
Social
Responsibility Committee" in April 29, 2015, and
the 17th meeting of the Board of Directors of the
18th term in November 1, 2019 approved the
establishment and organizational charter of the
"Sustainable
Development
Committee"
by
merging
the
existing
"Corporate
Social
Responsibility
Committee"
and
"Ethical
Management Committee". The Sustainable
Development Committee is responsible for
developing corporate sustainability strategies
and
visions
to
promote
sustainability
management-related work and management.
The Committee is composed of an independent
director as the Convener, and the Chairman, all
other independent directors, and the Advisor as
members. The Committee has five promotion
centers, including the Ethical Management
Promotion Center, the Environment, Safety and
Health Management Promotion Center, the
Green
Operation
Promotion
Center,
the
Customer Service and Supplier Management
Promotion Center, and the Employee Relations
and
Social
Care
Promotion
Center.
The
Company's Ethical Management Promotion
Center is the responsible unit for formulating and
overseeing the implementation of the Company's
ethical management policies and preventive
measures. It reported to the Board on the
implementation in 2024 and the implementation
plan for 2025 on January 6, 2025.
The Company has diligently implemented its
ethical management policies, with the following
key initiatives in 2024:
1. Enhanced information transparency: Through
establishing platforms for tax information,
legal compliance, and intellectual property,
we strengthened corporate compliance and
data
transparency,
avoided
high-risk
behaviors, and ensured operational integrity.
2. Conducted regular quarterly meetings: We
held
promotion
center
meetings
with
executive management each quarter to track
implementation status and discuss annual
plans. Reports were also submitted to the
Sustainable Development Committee and the
Board of Directors to ensure implementation
progress aligned with corporate governance
and sustainable development objectives.
99
Assessment items
Implementation status
Deviation from
Ethical Corporate
Management Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons for
deviation
Yes No
Summary
(III) Has the company established
policies to prevent conflicts of
interest,
implemented
such
policies and provided adequate
channels of communication?
(IV) Has the Company established an
effective accounting system and
internal control system for the
implementation
of
ethical
management, and has its internal
audit unit drawn up an audit plan
based on the results of the
Yes
Yes
3. Promoted awareness internally and externally:
Through internal training, announcements,
and external promotional activities, we
strengthened awareness among employees
and external partners regarding ethical
management, intellectual property rights, and
protection of trade secrets, comprehensively
enhancing compliance awareness.
4. Intellectual property management and
confidentiality mechanisms: We improved
systems to strengthen intellectual property
rights
management,
including
risk
assessment,
rights
protection,
and
infringement
handling
mechanisms.
We
regularly inventoried confidential documents
and optimized confidentiality regulations,
promoting
systematized
trade
secret
management and incentive mechanisms.
5. Ethical risk assessment and second-degree
relative database: We expanded the scope of
risk assessment for unethical behavior,
completed the assessment for the Hangzhou
plant, and formulated risk management plans.
We also actively established a database of
second-degree relatives.
For more information, please refer to
"Implementation Status of Business Integrity
Promotion Center" on the company website:
https://www.walsin.com/investors/corporate
-governance/#pills-function-committee
(III) The Company has established the Ethical
Corporate Management Best Practice Principles
and the Procedures for Ethical Management and
Guidelines for Conduct to regulate Directors,
managers and employees in terms of obligations
to the Company, external business activities,
pecuniary transactions, avoidance of conflicts of
interest and the management of classified
information. The Company has set up a complaint
mailbox on its website that provides a means for
filing complaints about violations of honest
business practice and sexual harassments, which
the Independent Director may receive in real
time. A corporate mailbox also exists on the
employee portal site, thus providing internal and
external personnel with a means to make
suggestions and complaints to the Company.
Information received shall be handled by the
Auditing Office.
(IV) The Company actively works to ensure ethical
business practices. The Auditing Office (or hired
CPA, when necessary) shall regularly audit
relevant compliance statuses according to
accounting policies, internal control policies, as
well as other relevant regulations. The Auditing
Corporate Governance Report
100
Assessment items
Implementation status
Deviation from
Ethical Corporate
Management Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons for
deviation
Yes No
Summary
assessment
of
the
risk
of
unethical conduct, in order to
verify compliance with such plan
for
prevention
of
unethical
conduct, or has it engaged a CPA
firm to perform the audit?
(V) Does the Company regularly
conduct internal and external
educational training on ethical
management?
Yes
Office will periodically report its auditing results
during Board meetings.
(V) During new-employee training, the Company
periodically states its principles towards ethical
management practices. It also periodically holds
courses on corporate governance as well as
ethical
management
practices
and
asks
employees
to
participate.
The
Company's
Procurement Department also informs suppliers
of our ethical management practices principles in
order to prevent unethical business practices.
1. The Company regularly conducts annual
training on ethical management (including anti-
corruption) and legal compliance (among
others), which is disclosed in the annual
sustainability report and annual report.
2. Through public commitment, information
dissemination and education, the Company
deepens its management philosophy of
integrity and creates a corporate culture of
integrity from top to bottom. In 2024, we
offered directors courses related to ethical
management to sharpen their professional
knowledge and skills, and through the
implementation
of
ethical
management
(including
anti-corruption)
and
legal
compliance training, we have established a
good
ethical
management
culture
and
strengthened our commitment to ethical
practices.
3. In 2024, we conducted internal training courses
on topics such as ethical management, patent
education and the TIPS system. The total
number of participants who completed the
training on ethical management (including anti-
corruption), trade secret, and intellectual
property rights (including TIPS) reached 2,399,
2,355, and 2,254 respectively. For external
promotion, we invited 218 major suppliers to
participate in the training.
3.
Status
of
the
Company's
reporting mechanism
(I)
Has the Company established
concrete reporting and rewards
systems,
set
up
convenient
reporting
channels
and
appointed
any
appropriate,
dedicated staffer to deal with the
person who has been reported?
Yes
(I)
The Company's website provides a "Reporting
Violations of Ethical Management Practices and
Sexual Harassment" area, which allows people to
file complaints about violations against ethical
management practices, which the Independent
Director may receive in real time. There is also a
"company mailbox" on the employee portal
website,
providing
internal
and
external
personnel with a means to file complaints. The
Auditing Office is responsible for handling related
recommendations and violations. If the violations
In line with the
Ethical Corporate
Management Best
Practice Principles
for
TWSE/TPEx
Listed Companies.
101
Assessment items
Implementation status
Deviation from
Ethical Corporate
Management Best
Practice Principles
for TWSE/TPEx
Listed Companies
and reasons for
deviation
Yes No
Summary
(II)
Has the Company established
standard operating procedures
for investigation of, the follow-up
steps after the investigation of,
and
related
information
confidentiality mechanisms for,
complaints?
(III) Has the company adopted any
measure to protect the informers
lest they be inappropriately
treated?
Yes
Yes
are verified, disciplinary action shall be taken in
accordance with the Company's regulations.
(II)
The Company has formulated the Measures for
Stakeholder Recommendations and Complaints
and Operational Rules for Event Investigations.
Therefore, we have formulated the operational
procedure for investigation and the handling
system, whereby the identity as well as data of
those complainants, whistleblowers, or other
relevant parties will be protected.
(III) All reported cases are filed under the classified
category, with a case opened to handle the issue.
In addition, dedicated personnel are appointed to
handling related tasks and issues in order to
ensure the privacy of reporter and avoid unfair
revenge or treatment.
4. Improved Information Disclosure
Has the Company disclosed the
content of its Ethical Corporate
Management
Best
Practice
Principles as well as related
implementation results on its
website and the MOPS?
Yes
The Company has established a Corporate Governance
page on its website to disclose its ethical management-
related
information;
it
also
discloses
the
implementation status and execution results of its
ethical
management
practice
in
the
annual
sustainability report and also the Company's Ethical
Corporate Management Best Practice Principles,
Procedures for Ethical Management and Guidelines for
Conduct, and Ethical Conduct Guidelines for Directors
of the Board and Managerial Officers on the MOPS.
In line with the
Ethical Corporate
Management Best
Practice Principles
for
TWSE/TPEx
Listed Companies.
5.
If the company has established its ethical corporate management principles in accordance with the "Ethical
Corporate Management Best Practice Principles for TWSE- and TPEx-listed Companies", please state the difference
between such principles and implementation: In line with the "Ethical Corporate Management Best Practice
Principles for TWSE/TPEx Listed Companies."
6.
Other key information useful for explaining the status of the implementation of honest business practices: (Such as
the status of the Company's efforts to review and correct its Ethical Corporate Management Best Practice Principles):
In order to encourage R&D, protect technology and R&D achievements, optimize processes, promote product
innovation, upgrade and smart manufacturing through the intellectual property rights system, thereby achieving a
high-value transformation strategy for the Company's growth, we introduced the Taiwan Intellectual Property
Management System (TIPS) and passed the certification in 2020. Later in 2021, we passed and received the Taiwan
Intellectual Property Management System (TIPS Class A) recertification. In 2023, we passed TIPS Level A recertification
for the third time. This certificate will be valid until December 31, 2025. In 2023, in response to organizational
adjustments, the Procurement Management Center will be incorporated into the scope of execution of the TIPS
intellectual property management system. Additionally, we have formulated plans in place for the management
system and system design of trade secrets, integrating the systematic electronic document confidentiality labeling
introduced in 2022 to gradually enhance the strength of confidential information protection. Following the TIPS
standards, the intellectual property management policy and its objectives for the year are established, and the
implementation status and annual plan were reported to the Board of Directors on November 8, 2024. (Note 1)
Note 1: The operation of the Company's intellectual property rights management:
https://www.walsin.com/investors/corporate-governance/#pills-information-security
Corporate Governance Report
102
(7) Other important information helpful for improving understanding of the governance of the company:
1. Further education on themes encompassing corporate governance the Company's Directors have received in
2024:
As of December 31, 2024
Title
Name
Training Date
Organizer
Course Title
Training
Hours
From
To
This
Time
Year
Total
Chairman Yu-Lon
Chiao
2024/01/26
2024/01/26
Taiwan Corporate
Governance Association
Analysis of Taiwan's Economic Trend in 2024
3
11
2024/03/29
2024/03/29
Taiwan Corporate
Governance Association
Production Technology and Market Development of High-
Value Steel Products
2
2024/05/03
2024/05/03
Taiwan Corporate
Governance Association
Development Prospects of the Nickel Industry and Sustainable
Management of Resilient Supply Chains
3
2024/11/08
2024/11/08
Taiwan Corporate
Governance Association
Taiwan's Cable Industry Development and Prospect and
Creating a Friendly Workplace (Including Sexual Harassment
Prevention)
3
Vice
Chairman
Shyi-
Chin
Wang
2024/08/20
2024/08/20
Taiwan Investor Relations
Institute
Trade Secret and Information Security Practices and Legal Risk
Management
3
9
2024/11/08
2024/11/08
Taiwan Corporate
Governance Association
Taiwan's Cable Industry Development and Prospect and
Creating a Friendly Workplace (Including Sexual Harassment
Prevention)
3
2024/11/29
2024/11/29
Securities and Futures
Institute
2024 Annual Insider Trading Compliance and Education
Seminar
3
Director
Yu-
Cheng
Chiao
2024/01/26
2024/01/26
Taiwan Corporate
Governance Association
Analysis of Taiwan's Economic Trend in 2024
3
21.5
2024/03/14
2024/03/14
Taiwan Corporate
Governance Association
Flowers in Troubled Times: Dialogue on the Contradictions in
the Current Economic Situation and Geopolitics; A Musical
Messenger from Heaven
3
2024/03/14
2024/03/14
Taiwan Corporate
Governance Association
Opportunities and Challenges of Generative AI; Make Good
Use of Climate Legal/Economic Tools to Address the Scope 3
Decarbonization Challenges
3
2024/03/29
2024/03/29 Taiwan
Corporate
Governance Association
Production Technology and Market Development of High-
Value Steel Products
2
2024/05/03
2024/05/03 Taiwan
Corporate
Governance Association
Development Prospects of the Nickel Industry and Sustainable
Management of Resilient Supply Chains
3
2024/08/08
2024/08/08 Taiwan
Corporate
Governance Association
Examining the Challenges and Responses in Business
Management Through the Growth Journey of Well-Known
Multinational Companies / Trends and Challenges of Climate
Change and Corporate Sustainability
3
2024/08/08
2024/08/08 Taiwan
Corporate
Governance Association
Global Economic Outlook
1.5
2024/11/08
2024/11/08 Taiwan
Corporate
Governance Association
Taiwan's Cable Industry Development and Prospect and
Creating a Friendly Workplace (Including Sexual Harassment
Prevention)
3
Director
Yu-
Heng
Chiao
2024/01/26
2024/01/26 Taiwan Corporate Governance
Association
Analysis of Taiwan's Economic Trend in 2024
3
15
2024/05/03
2024/05/03 Taiwan Corporate
Governance Association
Development Prospects of the Nickel Industry and Sustainable
Management of Resilient Supply Chains
3
2024/11/06
2024/11/06 Securities and Futures
Institute
Carbon Trading Mechanism and Carbon Management
Applications
3
2024/11/06
2024/11/06 Securities and Futures
Institute
NVIDIA's Miracle of Reaching Capitalization of USD Three
Trillion - New Thinking in the Semiconductor Industry
Revolution Behind Artificial Intelligence
3
2024/11/08
2024/11/08 Taiwan Corporate
Governance Association
Taiwan's Cable Industry Development and Prospect and
Creating a Friendly Workplace (Including Sexual Harassment
Prevention)
3
Director
Yu-Chi
Chiao
2024/01/26 2024/01/26 Taiwan Corporate
Governance Association
Analysis of Taiwan's Economic Trend in 2024
3
20
2024/03/05
2024/03/05 Taiwan Corporate
Governance Association
Succession Plan Initiation - Employee Compensation Program
and Equity Succession
3
2024/03/29 2024/03/29 Taiwan Corporate
Governance Association
Production Technology and Market Development of High-
Value Steel Products
2
103
Title
Name
Training Date
Organizer
Course Title
Training
Hours
From
To
This
Time
Year
Total
2024/09/06
2024/09/06 Securities and Futures
Institute
2024 Insider Trading Prevention Seminar
3
2024/10/28
2024/10/28 Taiwan Corporate
Governance Association
Global Economic Outlook for 2025
3
2024/10/28
2024/10/28 Taiwan Corporate
Governance Association
How to Deal With Global Geopolitical Tensions
3
2024/11/08
2024/11/08 Taiwan Corporate
Governance Association
Taiwan's Cable Industry Development and Prospect and
Creating a Friendly Workplace (Including Sexual Harassment
Prevention)
3
Director Andrew
Hsia
2024/01/26
2024/01/26 Taiwan Corporate
Governance Association
Analysis of Taiwan's Economic Trend in 2024
3
11
2024/03/29
2024/03/29 Taiwan Corporate
Governance Association
Production Technology and Market Development of High-
Value Steel Products
2
2024/05/03
2024/05/03 Taiwan Corporate
Governance Association
Development Prospects of the Nickel Industry and Sustainable
Management of Resilient Supply Chains
3
2024/11/08
2024/11/08 Taiwan Corporate
Governance Association
Taiwan's Cable Industry Development and Prospect and
Creating a Friendly Workplace (Including Sexual Harassment
Prevention)
3
Director
Wen-
Chien
Hsieh
2024/07/03
2024/07/03 Taiwan Stock Exchange
2024 Cathay Sustainable Finance & Climate Change Summit
6
9
2024/11/08
2024/11/08
Taiwan Corporate
Governance Association
Taiwan's Cable Industry Development and Prospect and
Creating a Friendly Workplace (Including Sexual Harassment
Prevention)
3
Independ
ent
Director
Ming-
Ling
Hsueh
2024/01/26
2024/01/26 Taiwan Corporate
Governance Association
Analysis of Taiwan's Economic Trend in 2024
3
32
2024/03/29
2024/03/29 Taiwan Corporate
Governance Association
Production Technology and Market Development of High-
Value Steel Products
2
2024/04/18
2024/04/18 Financial Law and Crime
Prevention Center
Promotion for Anti-Money Laundering, Counter-Terrorism
Financing, and Prevention of Insider Trading
3
2024/04/30
2024/04/30 Taiwan Corporate
Governance Association
TCFD & SBTi Development Trends and Director Responsibilities
3
2024/05/03
2024/05/03 Taiwan Corporate
Governance Association
Development Prospects of the Nickel Industry and Sustainable
Management of Resilient Supply Chains
3
2024/05/16
2024/05/16 Taiwan Securities Association
Financial Consumer Protection Act and Fair Customer
Treatment Principles (Course Content Includes "Financial
Inclusion and Convention on the Rights of Persons with
Disabilities")
3
2023/09/04
2023/09/04 Taiwan Corporate Governance
Association
Corporate
Legal
Compliance
and
Ethical
Corporate
Management Plus Directors' Practical Understanding of Labor
Standards Act - Friendly Workplace and Gender Equality Laws
3
2024/09/05
2024/09/05 Taiwan Securities Association Trends
for
Information
Security
Threats
and
Crisis
Management
3
2024/10/16
2024/10/16 Taiwan Corporate
Governance Association
The 20th (2024) International Corporate Governance Summit
Forum - Focusing on Governance Priorities to Leverage
Strengths of Talents
3
2024/10/30
2024/10/30 Taiwan Corporate
Governance Association
Information Security Governance Practices: Research and
Analysis of Key Management Issues
3
2024/11/08
2024/11/08 Taiwan Corporate
Governance Association
Taiwan's Cable Industry Development and Prospect and
Creating a Friendly Workplace (Including Sexual Harassment
Prevention)
3
Independ
ent
Director
Fu-
Hsiung
Hu
2024/01/26 2024/01/26 Taiwan Corporate Governance
Association
Analysis of Taiwan's Economic Trend in 2024
3
19
2024/03/13
2024/03/13 Taiwan Corporate Governance
Association
Corporate Governance and Sustainable Development
1
2024/03/29 2024/03/29 Taiwan Corporate Governance
Association
Production Technology and Market Development of High-
Value Steel Products
2
2024/04/09 2024/04/09 Taiwan Corporate
Governance Association
Benefits of Circular Economy and Business Opportunities for
Sustainable Finance
2
2024/05/02
2024/05/02 Taiwan Corporate
Governance Association
Enterprise Information Security Positions in the Context of
Digital Resilience
1
2024/05/03
2024/05/03 Taiwan Corporate
Governance Association
Development Prospects of the Nickel Industry and Sustainable
Management of Resilient Supply Chains
3
Corporate Governance Report
104
Title
Name
Training Date
Organizer
Course Title
Training
Hours
From
To
This
Time
Year
Total
2024/10/02
2024/10/02 Taiwan Corporate
Governance Association
Anti-Money Laundering and Anti-Terrorism Financing
2
2024/11/08
2024/11/08
Taiwan Corporate
Governance Association
Taiwan's Cable Industry Development and Prospect and
Creating a Friendly Workplace (Including Sexual Harassment
Prevention)
3
2024/11/12
2024/11/12 Taiwan Corporate
Governance Association
Fair Treatment, Friendly Finance, and Ethical Management
2
Independ
ent
Director
Tyzz-
Jiun
Duh
2024/01/26
2024/01/26 Taiwan Corporate
Governance Association
Analysis of Taiwan's Economic Trend in 2024
3
23
2024/02/27
2024/02/27 Taiwan Institute of Directors
Global Economic Outlook (Inflation, Interest Rate Policies,
Green Trade Wars)
3
2024/03/29
2024/03/29 Taiwan Corporate Governance
Association
Production Technology and Market Development of High-
Value Steel Products
2
2024/05/03
2024/05/03 Taiwan Corporate Governance
Association
Development Prospects of the Nickel Industry and Sustainable
Management of Resilient Supply Chains
3
2024/07/31
2024/07/31 Financial Law and Crime
Prevention Center
Analysis of Common Deficiencies and Penalties in the Financial
Industry and Prevention of Sexual Harassment
3
2024/10/16
2024/10/16 Securities and Futures
Institute
Carbon Trading Mechanism and Carbon Management
Applications
3
2024/10/29
2024/10/29 Taiwan Institute of Directors
Sustainability Information and Financial Reports Disclosure
Trends
3
2024/11/08
2024/11/08 Taiwan Corporate Governance
Association
Taiwan's Cable Industry Development and Prospect and
Creating a Friendly Workplace (Including Sexual Harassment
Prevention)
3
Independ
ent
Director
Wei-
Chuan
Gau
2024/01/26
2024/01/26 Taiwan Corporate
Governance Association
Analysis of Taiwan's Economic Trend in 2024
3
23
2024/03/01
2024/03/01 Taiwan Corporate
Governance Association
Corporate Governance and Securities Regulations
3
2024/03/29
2024/03/29 Taiwan Corporate
Governance Association
Production Technology and Market Development of High-
Value Steel Products
2
2024/05/03
2024/05/03 Taiwan Corporate
Governance Association
Development Prospects of the Nickel Industry and Sustainable
Management of Resilient Supply Chains
3
2024/06/11
2024/06/11 Taiwan Corporate
Governance Association
Exploring Corporate Employee Compensation Strategies and
Tool Applications
3
2024/07/15
2024/07/15
Chinese National Association
of Industry and Commerce,
Taiwan
Tax Governance and Approaches to Address Changes in the
Latest International Tax Laws and Environment
3
2024/11/08
2024/11/08 Taiwan Corporate
Governance Association
Taiwan's Cable Industry Development and Prospect and
Creating a Friendly Workplace (Including Sexual Harassment
Prevention)
3
2024/12/05
2024/12/05
National Federation of
Certified Public Accountant
Associations, R.O.C.
Analysis of the Latest Regulations and Practical Cases Under
the Money Laundering Control Act
3
Note: Ms. Wen-Chien Hsieh was newly elected on May 17, 2024.
In response to sustainable development trends, the Company's directors have also completed various courses
related to sustainability topics. Course subjects include "Development Prospects of the Nickel Industry and
Sustainable Management of Resilient Supply Chains," "Carbon Trading Mechanisms and Carbon Management
Applications," and the "2024 Cathay Sustainable Finance & Climate Change Summit." In 2024, the directors
collectively completed 48 hours of sustainability-related courses, representing 24.8% of their total training
hours.
2. For the attendance of Board meetings by Directors, please refer to "II. Corporate Governance Report 3. Status
of Corporate Governance."
105
3. Further education in corporate governance participated by the Company's managers (including President, Vice
President, Managers of BUs, Accounting head, Finance head, etc.) in 2024:
As of December 31, 2024
Title
Name
Training Date
Organizer
Course Title
Training Hours
From
To
This
Time
Total in the
Year
President &
President of
Commercial
and Real
Estate BG
Fred Pan
2024.01.26
2024.01.26 Taiwan
Corporate
Governance Association
Analysis of Taiwan's Economic Trend in 2024
3
11
2024.03.29
2024.03.29 Taiwan Corporate
Governance Association
Production
Technology
and
Market
Development of High-Value Steel Products
2
2024.05.03
2024.05.03 Taiwan Corporate
Governance Association
Development Prospects of the Nickel Industry
and Sustainable Management of Resilient Supply
Chains
3
2024.11.08
2024.11.08 Taiwan Corporate
Governance Association
Taiwan's Cable Industry Development and
Prospect and Creating a Friendly Workplace
(Including Sexual Harassment Prevention)
3
Head of
Corporate
Governance
Hueiping
Lo
2024.01.25
2024.01.25 Taiwan
Institute
for
Sustainable Energy
The 35th TCCS Board Meeting and CEO Lecture
Hall
2
36
2024.01.26
2024.01.26 Taiwan
Corporate
Governance Association
Analysis of Taiwan's Economic Trend in 2024
3
2024.03.29
2024.03.29 Taiwan
Corporate
Governance Association
Production
Technology
and
Market
Development of High-Value Steel Products
2
2024.05.03
2024.05.03 Taiwan
Corporate
Governance Association
Development Prospects of the Nickel Industry
and Sustainable Management of Resilient Supply
Chains
3
2024.06.06
2024.06.06
Taiwan
Corporate
Sustainability Association (Co-
Organizer:
Taiwan
Stock
Exchange)
GHG Protocol Corporate Standard and Scope 3
Standard Promotion Course
Building
the
New
Carbon
Era
Through
Sustainability Knowledge Promotion Conference
7
2024.07.03
2024.07.03 Taiwan Stock Exchange
2024 Cathay Sustainable Finance & Climate
Change Summit
6
2024.07.18
2024.07.18 Taiwan
Institute
for
Sustainable Energy
The 37th TCCS Board Meeting and CEO Lecture
Hall
2
2024.10.07
2024.10.07
Chines National Association
of Industry and Commerce,
Taiwan
2024 Taishin Net Zero Summit Forum
3
2024.10.14
2024.10.14 Taipei Foundation of Finance Corporate Governance - Workplace Bullying and
Sexual Harassment
2
2024.11.08
2024.11.08 Taiwan
Corporate
Governance Association
Taiwan's Cable Industry Development and
Prospect and Creating a Friendly Workplace
(Including Sexual Harassment Prevention)
3
2024.11.29
2024.11.29 Securities
and
Futures
Institute
2024 Annual Insider Trading Compliance and
Education Seminar
3
Head of
Accounting
Department
Kelly Liu
2024/04/12 2024/04/12 Accounting Research and
Development Foundation
Practical Analysis of the Latest Annual Report
Preparation, ESG Sustainability Policies, Laws,
and Regulations, and the Impact of Net-Zero
Carbon Emissions On Financial Reports
6
18
2024/10/17 2024/10/18 Accounting Research and
Development Foundation
Recent Updates to ESG Regulations in Taiwan
and the Potential Risks of ESG to Corporate
Operations
3
2024/10/17 2024/10/18 Accounting Research and
Development Foundation
Corporate Tax Governance Practices under the
ESG Trend
3
2024/10/17 2024/10/18 Accounting Research and
Development Foundation
Analysis of Latest ESG Sustainability Policies and
Laws Related to the Preparation of the Annual
Reports: The Impact of the Zero-Carbon Era on
Financial Reporting
3
2024/10/17 2024/10/18 Accounting Research and
Development Foundation
Analysis of Legal Liability and Practical Cases of
Non-Arm's Length Transactions
3
Corporate Governance Report
106
(8) Implementation Status of Internal Control System
1. Statement on Internal Control has been filed on the Market Observation Post System, MOPS. Please refer to the
following website:
https://mopsov.twse.com.tw/nas/cont06/c1605113011140314.pdf
2. If CPAs are engaged to review the internal control system, their report shall be disclosed: None.
(9) In the most recent year, resolutions passed at the AGM and board meetings, as of the day the annual
report was prepared.
The Company hosted its 2024 AGM on May 17, 2024 at the 1st Floor Multimedia Conference Room, No.15, Alley
168, Xingshan Road, Neihu District, Taipei City. The following decisions, with implementation details, were made
during the meeting:
Matters to Be Recognized and Discussed:
Proposal 1
Subject:
Acknowledgement of the Company's 2023 Business Report and financial statements.
Resolution: According to the voting result, the number of affirmative votes exceeded the legal threshold, so the
proposal was passed.
Implementa
tion Status:
This important resolution was announced as material information on the day of the shareholders’
meeting.
Proposal 2
Subject:
Acknowledgement of the Company's 2023 Profit Distribution Table.
Resolution: According to the voting result, the number of affirmative votes exceeded the legal threshold, so the
proposal was passed.
Implementa
tion Status:
June 28, 2024 was the ex-dividend record date and the dividends were paid out on July 18, 2024.
(Cash dividend of $1.1 per share was paid out)
Proposal 3
Subject:
Amendments to the Company's Article of Incorporation.
Resolution: According to the voting result, the number of affirmative votes exceeded the legal threshold, so the
proposal was passed.
Implementa
tion Status:
Changes to the corporate registration card were made in accordance with the law and have been
approved by the Ministry of the Economic Affairs on July 2, 2024 via a letter (Ref. No.: Jin-So-Shang-
Zi-11330094790), and the revised articles were disclosed on our official website.
Proposal 4
Subject:
Resolution:
Implementa
tion Status:
Proposal to lift the non-compete ban on directors imposed by Article 209 of the Company Act.
According to the voting result, the number of affirmative votes exceeded the legal threshold, so the
proposal was passed.
The announcement of material information was completed on the day of the shareholders' meeting.
Proposal 5
Subject:
Election of one director.
Resolution: Directors: Wen-Chien Hsieh was elected as Director.
Implementa
tion Status:
The election results were announced as material information on the day of the shareholders' meeting,
and the registration of the change of directors was approved by the Ministry of Economic Affairs on
July 2, 2024 by the letter (Ref. No.: Jin-So-Shang-Zi-11330094790).
107
Important resolutions adopted by 2024 Board meetings as of the day of this annual report
2024/01/26 (6th meeting of the 20th term)
Important
Resolution:
Result:
Cogne Acciai Speciali S.p.A., the Company's Italian subsidiary, intends to acquire 65% of the shares
of Com. Steel Inox S.p.A. (Italy).
Proposal passed.
Important
Resolution:
Result:
PT. Walsin Nickel Industrial Indonesia intends to lend the funds to the Company and its Singapore
subsidiary, Walsin Singapore Pte. Ltd. in the total amount of US$100 million.
Proposal passed.
Important
Resolution:
Result:
Walsin International Investments Limited, a subsidiary of the Company in Hong Kong, intends to
lend the Company US$200 million, and lend Walsin (China) Investment Co., Ltd., the Company's
subsidiary in China, US$320 million (or the equivalent of RMB2.22 billion) and RMB1.78 billion.
Proposal passed.
2024/02/19 (7th meeting of the 20th term)
Important
Resolution:
Result:
Cogne Acciai Speciali S.p.A., the Company's Italian subsidiary, intends to acquire 100% equity
interest in Mannesmann Stainless Tubes GmbH (based in Germany).
Proposal passed.
2024/02/23 (8th meeting of the 20th term)
Important
Resolution:
Result:
Proposal to approve the Company’s 2023 business reports and financial statements.
Proposal passed.
Important
Resolution:
Result:
Proposal to approve the Company’s 2023 consolidated business reports and consolidated financial
statements of affiliated enterprises.
Proposal passed.
Important
Resolution:
Result:
Proposal to approve the Company’s 2023 Profit Distribution Table.
Proposal passed.
Important
Resolution:
Result:
PT. Sunny Metal Industry and PT. Walsin Nickel Industrial Indonesia, the Indonesian subsidiaries of
the Company, intend to inject capital into their Indonesian subsidiaries, PT. Walhsu Metal Industry,
to support the construction of their high-grade nickel matte production line.
Proposal passed.
Important
Resolution:
Result:
Proposal to issue domestic straight corporate bonds.
Proposal passed.
Important
Resolution:
Result:
Walsin Singapore Pte. Ltd. intends to lend funds to PT. Sunny Metal Industry (based in Indonesia)
with a non-revolving facility of US$175.75 million.
Proposal passed.
Important
Resolution:
Result:
Proposal to hold the Company's 2024 Annual General Meeting of Shareholders through video
conferencing.
Proposal passed.
2024/03/11 (9th meeting of the 20th term)
Important
Resolution:
Result:
Proposal to elect one director of the Company and to add items to the agenda of the Company's
2024 Annual General Meeting of Shareholders.
Proposal passed.
2024/03/29 (10th meeting of the 20th term)
Important
Resolution:
Result:
Proposal to dispose of 20 percent of the shares in Innovation West Mantewe Pte. Ltd. (based in
Singapore).
Proposal passed.
Important
Resolution:
Result:
Proposal to carry out a capital injection into Yantai Walsin Stainless Steel Co., Ltd. through Concord
Industries Limited.
Proposal passed.
Corporate Governance Report
108
2024/05/03 (11th meeting of the 20th term)
Important
Resolution:
Result:
Proposal to approve the Company’s consolidated financial statements for the first quarter of 2024.
Proposal passed.
Important
Resolution:
Result:
Walsin Singapore Pte. Ltd. intends to lend funds to PT. Transcoal Minergy (based in Indonesia) with
a non-revolving facility of US$18 million US.
Proposal passed.
Important
Resolution:
Result:
PT Sunny Metal Industry, the Company's Indonesian subsidiary, intends to lend US$60 million to
its Indonesian subsidiary, PT Walhsu Metal Industry, with a non-revolving facility of US$60 million.
Proposal passed.
Important
Resolution:
Result:
Proposal to carry out a capital injection into a wholly-owned subsidiary of the Company, Walsin
Singapore Pte. Ltd., for an amount of US$160 million.
Proposal passed.
Important
Resolution:
Result:
The Company’s Singapore subsidiary, Walsin Singapore Pte. Ltd., intends to lend funds to Walsin
Lihwa Europe S.à r.l., a Luxembourg subsidiary of the Company, with a non-revolving facility of EUR
30 million, and then WLE will lend funds to its Italian subsidiary, Cogne Acciai Speciali S.p.A., with
a non-revolving facility of EUR 30 million.
Proposal passed.
2024/08/02 (12th meeting of the 20th term)
Important
Resolution:
Result:
Proposal to approve the Company’s consolidated financial statements for the second quarter of
2024.
Proposal passed.
Important
Resolution:
Result:
The Company intends to restructure the investment structure of its European subsidiaries through
its subsidiaries Walsin Lihwa Europe S.à r.l., MEG S.A. (based in Luxembourg), and Cogne Acciai
Speciali S.p.A. (based in Italy).
Proposal passed.
Important
Resolution:
Result:
The Company intends to carry out a capital injection into Cogne Acciai Speciali S.p.A. (based in Italy)
through its subsidiaries Walsin Lihwa Europe S.à r.l. and MEG S.A. (both based in Luxembourg).
Proposal passed.
Important
Resolution:
Result:
Walsin Singapore Pte. Ltd., a Singapore subsidiary of the Company, intends to lend funds to Walsin
Lihwa Europe S.à r.l. (based in in Luxembourg) with a one-year non-revolving facility of EUR 130
million (or its equivalent in US dollars).
Proposal passed.
Important
Resolution:
Result:
Walsin Singapore Pte. Ltd., the Company's Singapore subsidiary, intends to lend funds to PT. Walsin
Everising Specialty Steel Indonesia, a newly established joint venture in Indonesia, with a non-
revolving facility of US$17,850,000.
Proposal passed.
Important
Resolution:
Result:
PT. Walsin Nickel Industrial Indonesia, the Company's Indonesian subsidiary, intends to lend funds
to PT. Sunny Metal Industry and PT. Walhsu Metal Industry (both based in Indonesia) with a one-
year revolving facility totaling US$30,000,000, and to cancel the one-year revolving facility of
US$40,000,000 that PT. Walsin Nickel Industrial Indonesia has with the Company.
Proposal passed.
Important
Resolution:
Result:
Walsin Singapore Pte. Ltd., the Company's Singapore subsidiary, intends to lend funds to PT. Sunny
Metal Industry (based in Indonesia) with two one-year non-revolving facilities totaling
US$145,000,000.
Proposal passed.
Important
Resolution:
Result:
Walsin Singapore Pte. Ltd. ("WLS"), the Company's Singapore subsidiary, intends to lend funds to
Innovation West Mantewe Pte. Ltd. (based in Singapore) ("IWM") with a non-revolving facility of
US$18,000,000.
Proposal passed.
Important
Resolution:
Result:
Proposal to participate in the subscription for new shares issued through a cash capital increase in
2024 by Winbond Electronics Corporation.
Proposal passed.
109
Important
Resolution:
Result:
Walsin (China) Investment Co., Ltd., a subsidiary of the Company, intends to lend funds to
Hangzhou Walsin Power Cable Co., Ltd. with a revolving facility of RMB 150 million.
Proposal passed.
Important
Resolution:
Result:
Walsin (China) Investment Co., Ltd. (“Walsin Investment”), a subsidiary of the Company, intends
to lend funds to XiAn Walsin Metal Product Co., Ltd. (“XiAn Metal”) with a non-revolving facility of
RMB 190 million.
Proposal passed.
Important
Resolution:
Result:
Proposal to donate NT$15 million to apply for the establishment of Walsin Lihwa Sustainable
Development Foundation.
Proposal passed.
2024/10/14 (13th meeting of the 20th term)
Important
Resolution:
Result:
Walsin International Investments Limited, the Company's Hong Kong subsidiary, intends to lend
funds to Borrego Energy Holdings, LLC (based in the United States) and its subsidiary Borrego
Energy, LLC with a one-year non-revolving facility totaling US$50,000,000.
Proposal passed.
2024/11/08 (14th meeting of the 20th term)
Important
Resolution:
Result:
Request for the Board of Directors to elect the Vice Chairman of the Board of Directors of the
Company.
Proposal passed.
Important
Resolution:
Result:
Cogne Acciai Speciali S.p.A., the Company's Italian subsidiary, intends to lend funds to its German
subsidiary, Mannesmann Stainless Tubes GmbH (“MST”) and five subsidiaries wholly owned by
MST with a non-revolving facility of EUR 30,000,000.
Proposal passed.
Important
Resolution:
Result:
Mannesmann Stainless Tubes GmbH, the Company's German subsidiary, intends to lend funds to
its subsidiaries with revolving facilities totaling approximately EUR 50,000,000.
Proposal passed.
Important
Resolution:
Result:
Proposal to approve the Company’s consolidated financial statements for the third quarter of
2024.
Proposal passed.
Important
Resolution:
Result:
The Company's Singapore subsidiary, Walsin Singapore Pte. Ltd., intends to carry out a capital
injection into PT. Walsin Everising Specialty Steel Indonesia (based in Indonesia) for about US$9.15
million.
Proposal passed.
Important
Resolution:
Result:
Walsin Info-Electric Corp., a subsidiary of the Company, proposes to extend a non-revolving credit
facility of NT$100,000,000 to the Company.
Proposal passed.
Important
Resolution:
Result:
Jiangyin Walsin Steel Cable Co., Ltd., a subsidiary of the Company, intends to lend funds to Walsin
(China) Investment Co., Ltd. with a revolving facility of RMB 55,000,000.
Proposal passed.
Important
Resolution:
Result:
Proposal to lift the non-compete ban on the Company's managerial officers.
Proposal passed.
2025/01/06 (15th meeting of the 20th term)
Important
Resolution:
Result:
Proposal to change the accounting estimates for depreciation and amortization methods of
machinery, equipment, and intangible assets of the Resources Business Group.
Proposal passed.
Important
Resolution:
Result:
The Company intends to participate in the capital injection into its Italian subsidiary, Cogne Acciai
Speciali S.p.A., through its wholly-owned Luxembourg subsidiaries Walsin Lihwa Europe S.a r.l. and
MEG S.A., for an amount of EUR 60.5 million Euros.
Proposal passed.
Corporate Governance Report
110
Important
Resolution:
Result:
Walsin International Investments Limited, the Company's Hong Kong subsidiary, intends to lend
funds to the Company with a revolving facility of US$300,000,000, and to lend funds to Walsin
(China) Investment Co., Ltd., the Company’s subsidiary in China, with a revolving facility of RMB
3.7 billion (or equivalent in US dollars).
Proposal passed.
Important
Resolution:
Result:
Walsin Singapore Pte. Ltd., the Company's subsidiary in Singapore, intends to lend funds to PT.
Sunny Metal Industry, the Company’s subsidiary in Indonesia, with a non-revolving facility of
US$175,750,000.
Proposal passed.
Important
Resolution:
Result:
The Company intends to carry out a capital injection by issuing new shares.
Proposal passed.
Important
Resolution:
Result:
Proposal to lift the non-compete ban on the Company's managerial officers.
Proposal passed.
Important
Resolution:
Result:
Proposal to change the Company's Chief Audit Executive.
Proposal passed.
2025/02/21 (16th meeting of the 20th term)
Important
Resolution:
Result:
Proposal to approve the Company’s 2024 business reports and financial statements.
Proposal passed.
Important
Resolution:
Result:
Proposal to approve the Company’s 2024 consolidated business reports and consolidated financial
statements of affiliated enterprises.
Proposal passed.
Important
Resolution:
Result:
Proposal to approve the Company’s 2024 Profit Distribution Table.
Proposal passed.
Important
Resolution:
Result:
The Company's subsidiary, Walsin Energy Cable System Co., Ltd. ("Walsin Cable System"), requests
to obtain from the Company the joint right to use the additionally leased A6-A land at Kaohsiung
Port for the development of its submarine cable business and based on plant construction and
operational needs.
Proposal passed.
Important
Resolution:
Result:
Proposal to lift the non-compete ban on the Company's managerial officers.
Proposal passed.
Important
Resolution:
Result:
Proposal to hold the Company's 2025 Annual General Meeting of Shareholders through video
conferencing.
Proposal passed.
(10)
In the most recent year, as of the day the annual report was prepared, directors held different opinions
(on record or with written statement) about important resolutions passed at Board meetings and the
major contents are: None.
4. Information on CPAs' fees
CPA Firm
CPA Audit Period Audit Fee Non-Audit
Fee
Total
Remarks
Deloitte
Taiwan
Wen-Yea
Shyu and
Ko-
Chang
Wu
2024/01/01~
2024/12/31 NT$20,150 NT$8,326 NT$28,476
The non-audit fees were mainly for
taxation compliance, and
consultation and assurance of
sustainability reports.
Unit: NT$ thousands
111
(I) Change of CPA firm and the audit fees paid in the year of the change are less than those paid in the
previous year: Not applicable.
(II) Audit fees paid in the current year are at least 10% less than those paid in the previous year: Not
applicable.
5. Information on the replacement of CPAs: None.
6. Chairman, President, or managers responsible for financial or accounting affairs who worked for
the firm to which the certifying CPA belongs or its affiliate in the most recent year: None.
7. Transfer and pledge of shares of the directors, managers and shareholders holding more than 10%
of the company's shares
(I) Changes to the shares of the directors, managers and shareholders holding more than 10% of the
company's shares:
Title
Name
2024
Current fiscal year up
to March 18, 2025
No. of shares
held
Increase
(decrease)
Shares pledged
Increase
(decrease)
No. of
shares held
Increase
(decrease)
Shares
pledged
Increase
(decrease)
Chairman
Yu-Lon Chiao
0
0
0
0
Vice Chairman
Chin-Xin Investment Co.,
Ltd.
0
36,000,000
0 16,000,000
Representative:
Shyi-
Chin Wang (Note 1)
0
0
0
0
Representative: Li-Chin
Ku (Note 2)
0
0
0
0
Director
Yu-Cheng Chiao
0
0
0
0
Director
Yu-Heng Chiao
0
0
0
0
Director
Yu-Chi Chiao
0
0
0
0
Director
Andrew Hsia
0
0
0
0
Director
Wen-Chien Hsieh (Note
3)
0
0
0
0
Independent Director
Ming-Ling Hsueh
0
0
0
0
Independent Director
Fu-Hsiung Hu
0
0
0
0
Independent Director
Tyzz-Jiun Duh
0
0
0
0
Independent Director
Wei-Chuan Gau
0
0
0
0
President and Senior General
Manager of Real Estate BG
Fred Pan
0
0
0
0
Executive Vice President & Vice
President of Finance
C.C. Chen
0
0
0
0
President of Insulated Wire &
Cable BG
Jin-Renn Leu
0
0
0
0
President of Resources BG
Josh Chia
0
0
0
0
President of Stainless Steel BG
Kevin Niu (Note 4)
0
0
0
0
President of Stainless Steel BG
Chung-Shin Chen (Note
5)
0
0
0
0
President of Corporate Strategy
and Supply Chain Management
Sherry Ho (Note 5)
0
0
0
0
Corporate Governance Report
112
Title
Name
2024
Current fiscal year up
to March 18, 2025
No. of shares
held
Increase
(decrease)
Shares pledged
Increase
(decrease)
No. of
shares held
Increase
(decrease)
Shares
pledged
Increase
(decrease)
President of Digital Intelligence
Development
Ming-Ji Wu (Note 6)
0
0
0
0
Head of Corporate Governance Hueiping Lo
0
0
0
0
Head of Accounting Dept.
Kelly Liu
0
0
0
0
Shareholders holding over 10%
of outstanding shares
None
-
-
-
-
Note 1: From October 21, 2024, Mr. Wang, Shyi-Chin was appointed as the legal representative of Chin-Xin
Investment Co., Ltd., Corporate Director, with equity changes calculated from that date. On November 8,
2024, Chin-Xin Investment Co., Ltd. was elected as the Vice Chairman.
Note 2: Chin-Xin Investment Co., Ltd., Corporate Director appointed its legal representative on October 21, 2024,
with equity changes calculated up to that date.
Note 3: From May 17, 2024, she was newly appointed, with equity changes calculated from that date.
Note 4: From August 2, 2024, adjustments were made to his position, with equity changes calculated up to that date.
Note 5: From August 2, 2024, she was newly appointed, with equity changes calculated from that date.
Note 6: From September 16, 2024, he was newly appointed, with equity changes calculated from that date.
(2) Information on change in the number of shares retained: None.
(3) Information on Share Pledges: None.
8.
Information on relationships amongst the top ten shareholders and their relationships with
spouses or relatives within the second degree of kinship
March 18, 2025
Name
Myself
Shares Held
Themselves
Shares Held by
Spouse and
Underage Children
Shares Held
Under Name of
Others
Name and relationships of related parties
to top ten shareholders (spouse and
relatives within the second degree) (Note
1)
Note
No. of
Shares
Shareh
olding
Ratio
No. of
Shares
Shareh
olding
Ratio
No.
of
Shares
Shareh
olding
Ratio
Name
Relationship
Chin-Xin Investment Co.,
Ltd.
248,002,375 6.15%
-
-
-
-
Winbond
Electronics
Corporation
Its chairman is the same as
the chairman of said
institutional shareholder
-
Huali
Investment
Co., Ltd.
Its chairman is a second-
degree relative of the
chairman of said
institutional shareholder
Patricia
Chiao
She is a second-degree
relative of the chairman of
said institutional
shareholder
Yu-Heng
Chiao
He is a second-degree
relative of the chairman of
said institutional
shareholder
Chin-Xin Investment Co.,
Ltd.
Representative: Yu-Cheng
Chiao
41,001,551
1.02% 19,502,428 0.48%
-
-
Winbond
Electronics
Corporation
Its chairman is the same as
the chairman of said
institutional shareholder
-
Huali
Investment
Co., Ltd.
Its chairman is a second-
degree relative of the
chairman of said
institutional shareholder
Patricia
Chiao
She is a second-degree
relative of the chairman of
113
Name
Myself
Shares Held
Themselves
Shares Held by
Spouse and
Underage Children
Shares Held
Under Name of
Others
Name and relationships of related parties
to top ten shareholders (spouse and
relatives within the second degree) (Note
1)
Note
No. of
Shares
Shareh
olding
Ratio
No. of
Shares
Shareh
olding
Ratio
No.
of
Shares
Shareh
olding
Ratio
Name
Relationship
said institutional
shareholder
Yu-Heng
Chiao
He is a second-degree
relative of the chairman of
said institutional
shareholder
Winbond Electronics
Corporation
247,527,493 6.14%
-
-
-
-
Chin-Xin
Investment
Co., Ltd.
Its chairman is the same as
the chairman of said
institutional shareholder
-
Huali
Investment
Co., Ltd.
Its chairman is a second-
degree relative of the
chairman of said
institutional shareholder
-
Patricia
Chiao
She is a second-degree
relative of the chairman of
said institutional
shareholder
-
Yu-Heng
Chiao
He is a second-degree
relative of the chairman of
said institutional
shareholder
-
Winbond Electronics
Corporation
Representative: Yu-Cheng
Chiao
41,001,551
1.02% 19,502,428 0.48%
-
-
Chin-Xin
Investment
Co., Ltd.
Its chairman is the same as
the chairman of said
institutional shareholder
-
Huali
Investment
Co., Ltd.
Its chairman is a second-
degree relative of the
chairman of said
institutional shareholder
-
Patricia
Chiao
She is a second-degree
relative of the chairman of
said institutional
shareholder
-
Yu-Heng
Chiao
He is a second-degree
relative of the chairman of
said institutional
shareholder
-
TECO Electric and
Machinery Co., Ltd.
210,332,690 5.22%
-
-
-
-
-
-
-
Rong Chiang International
Ltd.
199,482,651 4.95%
-
-
-
-
-
-
Investment account of LGT
Bank (Singapore) under
the custody of Business
Department of Standard
Chartered Bank
183,022,000 4.54%
-
-
-
-
-
-
Note
2
Huali Investment Co., Ltd.
106,994,366 2.65%
-
-
-
-
Chin-Xin
Investment
Co., Ltd.
Its chairman is a second-
degree relative of the
chairman of said
institutional shareholder
-
Winbond
Electronics
Corporation
Its chairman is a second-
degree relative of the
chairman of said
institutional shareholder
Patricia
Chiao
She is a second-degree
relative of the chairman of
said institutional
shareholder
Corporate Governance Report
114
Name
Myself
Shares Held
Themselves
Shares Held by
Spouse and
Underage Children
Shares Held
Under Name of
Others
Name and relationships of related parties
to top ten shareholders (spouse and
relatives within the second degree) (Note
1)
Note
No. of
Shares
Shareh
olding
Ratio
No. of
Shares
Shareh
olding
Ratio
No.
of
Shares
Shareh
olding
Ratio
Name
Relationship
Yu-Heng
Chiao
He is a second-degree
relative of the chairman of
said institutional
shareholder
Huali Investment Co., Ltd.
Representative: Yu-Chi
Chiao
52,285,470
1.30%
244,033
0.01%
-
-
Chin-Xin
Investment
Co., Ltd.
Its chairman is a second-
degree relative of the
chairman of said
institutional shareholder
-
Winbond
Electronics
Corporation
Its chairman is a second-
degree relative of the
chairman of said
institutional shareholder
-
Patricia
Chiao
She is a second-degree
relative of the chairman of
said institutional
shareholder
-
Yu-Heng
Chiao
He is a second-degree
relative of the chairman of
said institutional
shareholder
-
Patricia Chiao
70,224,587 1.74%
-
-
-
-
Chin-Xin
Investment
Co., Ltd.
Its chairman is a second-
degree relative of said
shareholder
-
Winbond
Electronics
Corporation
Its chairman is a second-
degree relative of said
shareholder
-
Huali
Investment
Co., Ltd.
Its chairman is a second-
degree relative of said
shareholder
-
Yu-Heng
Chiao
He is a second-degree
relative of said shareholder
-
Investment account of
Norges Bank under the
custody of Citibank Taiwan
Ltd.
67,365,261 1.67%
Note
2
Yu-Heng Chiao
65,343,810 1.62%
4,324,192 0.11%
-
-
Chin-Xin
Investment
Co., Ltd.
Its chairman is a second-
degree relative of said
shareholder
-
Winbond
Electronics
Corporation
Its chairman is a second-
degree relative of said
shareholder
-
Huali
Investment
Co., Ltd.
Its chairman is a second-
degree relative of the
chairman of said
institutional shareholder
-
Patricia
Chiao
She is a second-degree
relative of said shareholder
-
Chunghwa Post Co., Ltd.
60,166,981 1.49%
-
-
-
-
-
-
-
Note 1: Disclosure of relationship pursuant to rules indicated on the issuer's financial statement.
Note 2: The shareholder was a foreign fund account and inquiries have been made of its representative with relevant
information requested: None.
Note 3: The shareholding ratios are rounded to the nearest hundredth percent.
115
9.
The number of shares of the same investee held by the Company, its directors, managers and
which the Company controls directly or indirectly, with the aggregate shareholding percentages
As of December 31, 2024; Units: Shares; %
Re-Investment Companies
(Note 1)
Investment by the Company
Investment of directors,
managers or businesses
under their direct or
indirect control
Combined Investment
Number of
shares
Percentage Number of
shares
Percentage
Number of
shares
Percentage
Walsin Lihwa Holdings Limited
2,730,393
100.00
-
-
2,730,393
100.00
Concord Industries Ltd.
297,498,375
100.00
-
-
297,498,375
100.00
Ace Result Global Limited
44,739,988
100.00
-
-
44,739,988
100.00
Min Maw Precision Industry
Corp.
37,058,059
100.00
-
-
37,058,059
100.00
Hua Tuo Green Resources Co.,
Ltd.
1,828,287
100.00
-
-
1,828,287
100.00
Walsin Precision Technology
Sdn. Bhd.
32,178,385
100.00
-
-
32,178,385
100.00
Walsin Singapore Pte. Ltd.
873,000,000
100.00
-
-
873,000,000
100.00
Walsin Europe S.a r.l.
12,000
100.00
-
12,000
100.00
PT Walsin Research Innovation
Indonesia
20,930
99.67
70
0.33
21,000
100.00
Walsin America, LLC
(Note 2)
100.00
-
-
(Note 2)
100.00
Walsin Energy Cable System Co.,
Ltd.
270,000,000
90.00
-
-
270,000,000
90.00
Walsin Info-Electric Corp.
29,854,246
99.51
-
-
29,854,246
99.51
Chin-Cherng Construction Co.
529,955,805
99.22
-
-
529,955,805
99.22
PT. Walsin Lippo Industries
10,500
70.00
-
-
10,500
70.00
PT. Walsin Lippo Kabel
2,999,500
70.00
-
-
2,999,500
70.00
PT. Walsin Nickel Industrial
Indonesia
500,000
50.00
420,000
42.00
920,000
92.00
Joint Success Enterprises Limited
21,344,562
49.05 22,175,438
50.95
43,520,000
100.00
Innovation West Mantewe Pte.
Ltd.
2,600,020
20.00
-
-
2,600,020
20.00
Chin-Xin Investment Co., Ltd
179,468,270
37.00 64,166,135
13.22
243,634,405
50.22
Tsai Yi Corporation
49,831,505
33.97 12,070,677
8.23
61,902,182
42.20
Han-You Venture Capital Co.,
Ltd.
26,670,699
26.67
1,934,486
1.94
28,605,185
28.61
Winbond Electronics
Corporation
995,000,540
22.11 430,340,141
9.56 1,425,340,681
31.67
Walton Advanced Engineering,
Inc.
109,628,376
21.17 16,060,756
3.10
125,689,132
24.28
Walsin Technology Corporation
88,902,325
18.30 19,818,629
4.08
108,720,954
22.38
Note 1: These are investments by the Company that adopt the equity method of accounting.
Note 2: Walsin America, LLC is a non-stock corporation, with a paid-in capital of USD 81,652,107 as of December 31, 2024, which is
wholly contributed by the Company.
Fundraising Overview
116
III Fundraising Overview
1. The Company’s Capital and Shares
(1) Sources of Share Capital
1. Historical Sources of Share Capital
MM/YY
Issua
nce
Price
Authorized capital
Paid-in capital
Remarks
Shares
Amount
Shares
Amount
Sources of capital
Paid with
property
other than
cash
Other
11/02
10
6,500,000,000
65,000,000,000
3,512,976,276 35,129,762,760 Treasury stock capital decreased
by 100,000,000 shares
No
Note 1
06/03
10
6,500,000,000
65,000,000,000
3,412,976,276 34,129,762,760 Treasury stock capital decreased
by 100,000,000 shares
No
Note 2
11/03
10
6,500,000,000
65,000,000,000
3,366,067,276 33,660,672,760 Treasury stock capital decreased
by 46,909,000 shares
No
Note 3
01/04
10
6,500,000,000
65,000,000,000
3,266,067,276 32,660,672,760 Treasury stock capital decreased
by 100,000,000 shares
No
Note 4
04/04
10
6,500,000,000
65,000,000,000
3,174,491,276 31,744,912,760 Treasury stock capital decreased
by 91,576,000 shares
No
Note 5
07/04
10
6,500,000,000
65,000,000,000
3,078,236,276 30,782,362,760 Treasury stock capital decreased
by 96,255,000 shares
No
Note 6
08/04
10
6,500,000,000
65,000,000,000
3,079,012 601 30,790,126,010
Bond conversion entitlement
certificates converted to common
shares
No
None
05/05
10
6,500,000,000
65,000,000,000
3,006,294,601 30,062,946,010 Treasury stock capital decreased
by 72,718,000 shares
No
Note 7
08/05
10
6,500,000,000
65,000,000,000
3,310,913,261 33,109,132,610
Capital increased by earnings
recapitalization by 304,618,660
shares
No
Note 8
04/06
10
6,500,000,000
65,000,000,000
3,244,314,261 32,443,142,610 Treasury stock capital decreased
by 66,599,000 shares
No
Note 9
11/08
10
6,500,000,000
65,000,000,000
3,194,314,261 31,943,142,610 Treasury stock capital decreased
by 50,000,000 shares
No
Note 10
02/09
10
6,500,000,000
65,000,000,000
3,179,200,422 31,792,004,220
Treasury stock capital decreased
by 27,124,000 shares and
overseas convertible bonds
converted to 12,010,161 common
shares
No
Note 11
09/09
10
6,500,000,000
65,000,000,000
3,119,200,422 31,192,004,220 Treasury stock capital decreased
by 60,000,000 shares
No
Note 12
11/09
10
6,500,000,000
65,000,000,000
3,069,200,422 30,692,004,220 Treasury stock capital decreased
by 50,000,000 shares
No
Note 13
12/10
10
6,500,000,000
65,000,000,000
3,609,200,422 36,092,004,220 Cash capital increased by
540,000,000 shares
No
Note 14
01/11
10
6,500,000,000
65,000,000,000
3,614,890,804 36,148,908,040 Overseas convertible bonds
converted to 5,690,382 shares
No
None
04/11
10
6,500,000,000
65,000,000,000
3,616,000,258 36,160,002,580 Overseas convertible bonds
converted to 1,109,454
No
None
06/13
10
6,500,000,000
65,000,000,000
3,576,000,258 35,760,002,580 Treasury stock capital decreased
by 40,000,000 shares
No
Note 15
05/15
10
6,500,000,000
65,000,000,000
3,516,000,258 35,160,002,580 Treasury stock capital decreased
by 60,000,000 shares
No
Note 16
10/16
10
6,500,000,000
65,000,000,000
3,396,000,258 33,960,002,580 Treasury stock capital decreased
by 120,000,000 shares
None
Note 17
06/17
10
6,500,000,000
65,000,000,000
3,366,000,258 33,660,002,580 Treasury stock capital decreased
by 30,000,000 shares
None
Note 18
08/18
10
6,500,000,000
65,000,000,000
3,326,000,258 33,260,002,580 Treasury stock capital decreased
by 40,000,000 shares
None
Note 19
09/20
10
6,500,000,000
65,000,000,000
3,286,000,258 32,860,002,580 Treasury stock capital decreased
by 40,000,000 shares
None
Note 20
12/20
10
6,500,000,000
65,000,000,000
3,226,000,258 32,260,002,580 Treasury stock capital decreased
by 60,000,000 shares
None
Note 21
01/21
10
6,500,000,000
65,000,000,000
3,431,332,948 34,313,329,480 Share swap of 205,332,690 shares
None
Note 22
09/22
10
6,500,000,000
65,000,000,000
3,731,332,948 37,313,329,480 Cash capital increased by
300,000,000 shares
None
Note 23
07/23
10
6,500,000,000
65,000,000,000
4,031,332,948 40,313,329,480 Cash capital increased by
300,000,000 shares
None
Note 24
Note 1: Approval letter Tai-Cai-Zheng (3) No. 0910155823,
dated 2002.10.16
Note 13: Letter Jin-Guan-Zheng (Jiao) No. 0980050862,
dated 2009.09.21
Note 2: Approval letter Tai-Cai-Zheng (3) No. 0920110106,
dated 2003.03.25
Note 14: Letter Jin-Guan-Zheng (Fa) No. 0990051578,
dated 2010.09.28
117
Note 3: Approval letter (2001) Tai-Cai-Zheng (3) No. 101196,
dated 2001.02.08
Note 15: Letter Jin-Guan-Zheng (Jiao) No. 0990025440,
dated 2010.05.12
Note 4: Approval letter Tai-Cai-Zheng (3) No. 0920159026,
dated 2003.12.15
Note 16: Letter Jin-Guan-Zheng (Jiao) No. 1050021717,
dated 2016.05.27
Note 5: Approval letter Tai-Cai-Zheng (3) No. 0930110000,
dated 2004.03.24
Note 17: Letter Jin-Guan-Zheng (Jiao) No. 1050040371,
dated 2016.10.03
Note 6: Approval letter Tai-Cai-Zheng (3) No. 0930125152,
dated 2004.06.03
Note 18: Letter Jin-Guan-Zheng (Jiao) No. 1030014322,
dated 2014.04.17
Note 7: Approval letter Jin-Guan-Zheng (3) No. 0940110778,
dated 2005.03.30
Note 19: Letter Jin-Guan-Zheng (Jiao) No. 1040026231,
dated 2015.07.08
Note 8: Approval letter Jin-Guan-Zheng (1) No. 0940124111,
dated 2005.06.16
Note 20: Letter Jin-Guan-Zheng (Jiao) No. 1090341078,
dated 2020.05.05
Note 9: Approval letter Jin-Guan-Zheng (3) No. 0950105881,
dated 2006.02.20
Note 21: Letter Jin-Guan-Zheng (Jiao) No. 1090359858,
dated 2020.09.29
Note 10: Letter Jin-Guan-Zheng (3) No. 09700511511,
dated 2008.09.24
Note 22: Letter Jin-Guan-Zheng (Fa) No. 1090377120,
dated 2020.12.16
Note 11: Letter Jin-Guan-Zheng (3) No. 0970065169,
dated 2008.11.28
Note 23: Letter Jin-Guan-Zheng (Fa) No. 1090377120,
dated 2022.03.11
Note 12: Letter Jin-Guan-Zheng (Jiao) No. 0980027679,
dated 2009.06.06
Note 24: Letter Jin-Guan-Zheng (Fa) No. 1120345884,
dated 2023.06.26
2. Types of Shares
As of March 18, 2025
Types of
Shares
Authorized Capital
Remarks
Shares Issued and
Outstanding (Note 1)
Unissued Shares
Total
Common
Shares
4,031,332,948
2,468,667,052
6,500,000,000
(Note 2)
Note 1: Publicly-traded shares.
Note 2: The Company’s capital includes NT$8,000,000,000 for the issuance of share warrants, corporate bonds with share
warrants or preferred shares with share warrants, up to eight hundred million shares at a par value of NT$10 per
share, which may be issued in separate tranches.
3. Information on Shelf Registration: None.
(4) List of Major Shareholders
As of March 18, 2025
Shares
Major Shareholders
Number of Shares Held
Shareholding
(Note)
Chin-Xin Investment Co., Ltd
248,002,375
6.15%
Winbond Electronics Corporation
247,527,493
6.14%
TECO Electric and Machinery Co., Ltd.
210,332,690
5.22%
Rong Jiang Co., Ltd.
199,482,651
4.95%
LGT Bank (Singapore) Investment Fund under the custody of Business
Department, Standard Chartered Bank (Taiwan) Ltd.
183,022,000
4.54%
Huali Investment Corp.
106,994,366
2.65%
Patricia Chiao
70,224,587
1.74%
Investment account of Norges Bank under the custody of Citibank
Taiwan Ltd.
67,365,261
1.67%
Yu-Heng Chiao
65,343,810
1.62%
Chunghwa Post Co., Ltd.
60,166,981
1.49%
Note: The shareholding ratios are rounded to the nearest hundredth percent.
Fundraising Overview
118
(6) Dividend Policy and Implementation Status
1. Dividends Policy Specified in the Company's Articles of Incorporation
Article 28 of the Company's Articles of Incorporation:
After the Company has offset its accumulated losses from previous years and paid all tax due, the Company
shall set aside 10% of its net profits as legal reserve, except when the legal reserve equals to the total paid-in
capital of the Company. From the remainder calculated above plus the surplus retained earnings of previous
year, the Company shall set aside or reverse the special reserve as stipulated by the law or the competent
authority. Then the Board of Directors shall draft an earning distribution proposal submitted to the
Shareholders' meeting for resolution to distribute shareholder's dividends. If the aforementioned distribution
of earnings is made in cash, the Board of Directors shall be authorized to distribute the earnings with the
presence of at least two-thirds of the Directors and the resolution of a majority of the Directors present, and to
report the distribution to the shareholders' meeting.
The setting aside of the legal reserve set forth in Paragraph 1 of this Article should be based on the "the total
amount of after-tax net income for the period and other profit items adjusted to the current year's undistributed
earnings other than after-tax net income for the period."
Article 28-1 of the Company's Articles of Incorporation:
The share dividend policy of the Company should be stable for the purpose of sustainable operation and
development .In case of any earnings on the final account, the Company shall allot as shareholder dividends no
lesser than 40% of the balance of such earnings after offsetting its loss, paying income tax, setting aside the
legal reserve, and setting aside the special reserve as adjusted based on the net decrease in other shareholders'
equity as stipulated in Article 28 hereof, as well as deducting the share of the affiliates' interests recognized by
equity method and adding the cash dividends paid out by the affiliates to the Company recognized by equity
method. Such dividends shall be distributed in cash or in form of shares; cash dividends shall not be lesser than
70% of the total dividends.
To ensure the stability of the financial structure, and based on the principle of equitable dividend payout, if the
Company has no earnings to distribute or has earnings but the amount of earnings is significantly less than the
actual earnings distributed previously, the Company may distribute all or part of the reserves or the
undistributed earnings in the previous period. If there is a non-recurring, material income in the Company's
earnings for the year, all or a part of such income may be retained without being subject to the percentage
limitation set forth in Paragraph 1 hereof.
2. Dividends Distribution to be proposed to the Shareholders’ Meeting
According to the decision of the Company's 16th board meeting of the 20th term, it is proposed to distribute cash
dividends from the earnings in 2024 to shareholders shall be NT$2,015,666,474, with NT$0.5 per share (which
is calculated based on the Company’s 4,031,332,948 issued and outstanding common shares). After this
dividend distribution has been resolve and approved by the Board of Directors, the Chairman of the Board is
authorized to determine the distribution record date and the distribution date. In the future, if the Company
issues or repurchases shares, thereby influencing the amount of outstanding shares and changing the
distributable cash dividend per share, it is proposed that the shareholders meeting authorize the chairman of
the board to adjust the number of outstanding stocks on the ex-dividend date.
The smallest unit of the cash dividend is NT$1. The distribution of the cash dividends shall be rounded down to
the nearest New Taiwan Dollar. The aggregate of the remaining cash will be credited to Other Revenue by the
Company.
3. Explanation regarding expected major changes to dividend policy: None.
(7) Effect of the proposed stock dividends (to be adopted by the Shareholders' Meeting) on the operating
performance and earnings per share: Not applicable.
(8) Compensation for employees and directors:
1. The Company's Articles of Incorporation includes the amount and coverage of compensation for employees and
directors
Article 25-1:
If the Company turns a profit in a year, no less than 1% of the profit should be distributed to its employees as
compensation and no more than 1% to directors as compensation. The actual amount should be determined
119
by a board meeting where no less than two-thirds of the directors are present and more than half of the
directors present votes to approve the suggested amounts. The amounts should be reported to the
shareholders meeting. However, if the Company still has accumulated deficit from previous terms, it should first
reserve the amount needed to settle the outstanding balance.
Employee bonuses may be distributed by way of stock or cash dividends and the Company may issue bonuses
to employees of parents or subsidiaries of the Company that meets the conditions set by the board of directors.
The board of directors shall be authorized to determine the method of distribution.
The qualification requirements of or the distribution rules for the employees who are entitled to the treasury
stock transferred, the employee warrants issued, subscription for new shares issued, and the restricted stock
awards issued by the Company, including the employees of parents or subsidiaries of the company meeting
certain specific requirements, shall be formulated by the board of directors as authorized.
2. Basis for estimates of compensations for employees and directors for this term, basis for calculating employee
stock compensation and accounting procedures for when there is a discrepancy between the estimated and
actual amount
(1) Basis for estimates of compensations for employees and directors for this term: Estimated by ratio of the
pre-tax income as determined by the Articles of Incorporation.
(2) Basis for calculating employee stock compensation: Not applicable.
(3) Accounting procedures for when there is a discrepancy between the estimated and actual amount: If there
is a material change in the amount resolved by the Board of Directors for distribution prior to the approval
and issuance date of the annual financial report, such change shall be adjusted against the originally set aside
annual expenses. If the amount continues to change after the approval and issuance date of the annual
financial report, it shall be treated as a change in accounting estimate and adjusted in the accounts of the
following year.
3. Information regarding board of directors' approval of employee compensation
(1) Amount to be paid in the form of cash and stocks to employees and directors: The board has approved
NT$47,470,000 to be paid in cash to employees and NT$14,450,000 to directors for 2024.
(2) Difference from estimated amount, reason and actions required: No difference.
(3) The amount of employee compensation in the form of stock and its percentage of the Company's after-tax
income (as reported in the financial statement of this term) and total employee compensation: Not
applicable.
4. Actual payment status (including stocks, cash and stock price) for employee and director compensation from
the previous year; discrepancies (if any) between the actual payment and estimated amount, as well as the
reasons for and actions required by the discrepancies
(1) Cash and stock compensation for employees; compensation amount for directors: for 2023, the Company
issued NT$70,700,000 to employees and NT$30,000,000 to directors.
(2) Differences between the estimated amount of compensation for employees and directors, as well as the
reasons for and actions required by the discrepancies: No differences.
(9) Share Repurchases:
1. Those having been executed: None.
2. Those being executed: None.
Fundraising Overview
120
2. Issuance of Corporate Bonds:
Type of Corporate Bonds
2021 1st Unsecured Straight Corporate
Bonds
2023 1st Unsecured Straight Corporate
Bonds
Issuance (Processing) Date
Octorber 8, 2021
April 11, 2023
Denomination
NT$10,000,000
NT$10,000,000
Issue Price
Issued at denomiatnion
Issued at denomiatnion
Lump Sum
NT$7,500,000,000
NT$5,300,000,000
Interest Rate (p.a.)
A fixed rate of 0.70% per annum
Tranche A: 1.70%
Tranche B: 2.10%
Tenor
5 years;
Maturity Date: 2026/10/8
Tranche A: 5 years;
Maturity Date: 2028/04/11
Tranche B: 10 years;
Maturity Date: 2033/04/11
Guarantor
None
None
Trustee
Hua Nan Commercial Bank Co., Ltd.
Hua Nan Commercial Bank Co., Ltd.
Underwriter (Lead
Underwriter)
KGI Securities
KGI Securities
Certifying Attorney
Yicheng United Law Firm
Yicheng United Law Firm
Certifying CPA
Deloitte Taiwan
Deloitte Taiwan
Repayment Method
Principal shall be repaid upon due in
one installment
Principal shall be repaid upon due in one
installment
Outstanding Principal
NT$7,500,000,000
NT$5,300,000,000
Terms of Redemption or
Prepayment
None
None
Restrictive Clauses
None
None
Credit Rating Agency Name,
Rating Date, Rating of
Corporate Bonds
Rating agency: Taiwan Ratings
Corporation
Rating: TwA-
Rating Date: 2021/08/06
Rating agency: Taiwan Ratings Corporation
Rating: TwA-
Rating Date: 2022/08/09
Additional
Rights
Amt. of
Converted
Common Shares,
Global
Depositary
Receipts or other
Securities
Not applicable
Not applicable
Rules for
Issuance and
Conversion
None
None
Possible Dilution of
Shareholding due to, and
Effect on the Current
Shareholders' Rights and
Interests of, Issuance and
Conversion, Rules for Share
Swap or Subscription, or the
Issuance Terms
None
None
Name of the Custodian
Engaged by the Counterparty
of Share Swap
None
None
3. Issuance of Preferred Shares: None.
121
4. Issuance of Global Depositary Receipts (GDRs)
Date of Issuance
Item
October 3, 1995
November 9, 2010
June 30, 2023
Place of issue and
trading
Issued globally and traded on the Luxembourg Stock Exchange
Total amount
US$121,800,000
US$290,313,085
US$389,100,000
Offer price per unit
US$12.18
US$5.38
US$12.97
Total units issued
10,000,000 units
53,961,540 units
30,000,000 units
Source of underlying
security
Issuance of new common
shares for cash capital
increase
Issuance of new common
shares for cash capital
increase
Issuance of new common
shares for cash capital
increase
Underlying security
Common stocks: 100,000,000
shares
Common stocks: 539,615,400
shares
Common stocks: 300,000,000
shares
Rights and obligations
of depositary receipt
holder
Conducted in accordance with the laws of the Republic of China and with the provisions of
the Depository Agreement. Refer to the Covenants of Depository Agreement for the key
terms and conditions.
Trustee
None
None
None
Depository institution:
Deutsche Bank
Citibank
Citibank
Custodial bank
Mega International
Commercial Bank
Citibank (Taiwan)
Citibank (Taiwan)
Balance outstanding
21,224 units of global depositary receipts and 212,248 shares of securities represented.
Distribution of fees
incurred from issuance
and the outstanding
period of the GDRs
1. Issuance fees: The issuing company will be responsible for the entirety of this fee.
2. Fees during outstanding period: The issuing company will be responsible for this fee.
Covenants of Depository
Agreement and
Custodial Agreement
Omitted
Market price per unit
(Unit: US$)
2024
High
12.48
Low
7.23
Average
10.59
Current year as of
March 19, 2025
High
9.05
Low
6.63
Average
7.76
5. Exercise of Employee Stock Option Plan (ESOP) and Restricted Stock: None.
6. Mergers, acquisitions or issuance of new shares for acquisition of shares of other companies:
None.
7. Implementation of capital allocation plan:
The program for the use of funds from previous issues has not been completed, or has been
completed in the last three years but the benefits of the program have not yet been realized:
None.
Business Overview
122
IV . Business Overview
1. Business activities
(1) Scope of Business
1. Primary business content, primary products and revenue ratio.
Business unit
Business activities
Products
Revenue Ratio
The Company and its
merged subsidiaries
Amount
(NT$ million)
%
Wire
and
cables
Manufacture and sale of bare
copper wire, various electrical
wires,
cables
and
related
connection
materials
and
accessories, as well as the
contracting and execution of
high-voltage cable engineering.
Bare copper strips, copper
stranded wires, copper cables,
power
cables,
high-voltage
connectors
and
their
accessories
and
telecommunication
copper/
optical
fiber
cables
and
industry power cables.
46,323
25.8
Stainless
steel
Forging, processing and selling of
stainless steel.
Billets, slabs, hot-rolled coils,
cold-rolled coils, wire rods, hot-
rolled bars, cold-finished bars,
steel
ingot,
forged
bars,
seamless pipes and tubes,
pierced billets, steel strands,
reinforcing steel, and valve
steel, machined shaft semi-
finished
products,
and
customized
engineering
components
94,615
52.8
Resources
Production and sales of stainless
steel upstream raw material,
nickel pig iron, production and
sales of nickel matte (the nickel
raw materials for batteries),
agency sales of stainless steel
semi-finished
products,
procurement, and procurement
and hedging of other metal raw
materials
required
for
the
Company's production
Nickel pig iron, nickel matte,
billets, slabs, and HR coils
33,555
18.7
Commercial
real
estate
business
Real estate
Commercial
and
office
buildings leasing and parking
space sales
2,223
1.2
Others
Solar power engineering etc.
2,602
1.5
2. New products under development
Business unit
New products under development
Wire and cables
(1) High voltage cables used within large offshore wind turbines
(2) Submarine cables for offshore wind sites
Stainless steel
(1) Stainless steel and nickel-based alloys of various types, grades, sizes,
conditions and product types.
(2) Stainless steel and nickel-based alloys with high intensity, heat resistance,
free-machining, soft magnetic property, and value-added.
(3) Developing stainless steel and nickel-based alloys for various industrial
applications, such as aerospace, oil and gas, nuclear energy, automotive,
marine, machinery and equipment, chemical and petrochemical industries,
construction, energy, consumer electronics, and medical applications.
(4) Stainless steel and nickel-based alloys required for seamless pipe production
123
(2) Industry overview
1. The current status and development of the industry
(1) Wire and Cable Business
According to the statistical forecast report by the International Copper Study Group (ICSG), refined copper
production in 2024 is expected to increase by 3.7% year-over-year, with primary production (electrolysis
and electrodeposition from ore) increasing by 3.9% and secondary production (from scrap) growing by 3%.
The estimated annual output will reach 27.39 million metric tons. The consumption of refined copper in
2024, primarily benefiting from growth in the Mainland China market (3%), is expected to increase by 2.6%
year-over-year, with an estimated annual consumption of 27.21 million metric tons, resulting in a supply-
demand gap of 180,000 metric tons. Mainland China continues to expand its copper smelting capacity, with
refined copper production continuing to grow. Official estimates predict approximately 4.5% growth in
refined copper production in 2024.
According to the statistical analysis report published by the International Wrought Copper Council (IWCC),
Mainland China is the world's largest copper consumer, with copper rod sales reaching 10.05 million metric
tons in 2024, an annual increase of 3.0%. Taiwan's annual copper rod sales, after showing a downward trend
for two consecutive years, have now shifted to growth. Sales in the first half of 2024 increased by 12.6%
year-over-year, with annual sales estimated at approximately 360,000 metric tons.
The cable market is dominated by procurement from enterprises in the electric power sector, primarily used
for transmitting power from power plants to offices or residences. In recent years, the cable industry has
benefited from continued investment in new infrastructure, accelerated energy transition, and steady
progress in ultra-high voltage construction. According to public data from the Statistics Department of the
Ministry of Economic Affairs, Taiwan's domestic sales volume of power cables in 2024 increased by
approximately 6.2% year-over-year, showing a continuous growth trend over the past six years. This growth
has been supported by Taiwanese businesses returning to Taiwan to invest in plant construction, as well as
the recent rise of artificial intelligence and high-performance computing. To meet industrial electricity
demand and ensure stable power supply, Taiwan Power Company has continued to promote its resilient
power grid plan in addition to its existing long-term power transmission and transformation plan, further
stimulating growth in demand for wires and cables.
(2) Stainless Steel Business
According to market research firm SMR, global crude stainless steel production in 2024 is estimated to be
67.77 million metric tons, a 5.3% increase from 2023. The largest production region is Mainland China, with
crude stainless steel production reaching 41.60 million metric tons, a 4.9% increase from 2023. Indonesia
and India are also major growth drivers, with Indonesia's production of 5.40 million metric tons representing
a 12.0% growth from 2023, and India's production of 5.30 million metric tons showing a 10.4% growth from
2023. In terms of stainless steel product structure, flat products accounted for 85% of total production in
2024, with hot-rolled products accounting for 19% and cold-rolled for 81%. Long products accounted for
15% of total production, with hot-rolled bars representing 41% of long products, wire rods 33%, and billets
25%.
About 46% of end-use applications for stainless steel are in consumer durable goods, 26% in industrial
production (such as machined parts), 18% in structural components, and 10% in transportation. The top
five global long product stainless steel companies by production volume are Tsingshan, Jiangsu Delong,
Walsin Lihwa, Viraj, and Swiss Steel (according to SMR's 2024 statistical report).
The steel industry faces overcapacity and severe price competition. Some steel mills have chosen to exit,
while others have improved operational efficiency through consolidation, restructuring, and eliminating
outdated capacity. In recent years, several stainless steel groups have formed internationally (e.g.,
Tsingshan, Baosteel/Wuhan Iron and Steel/Taiyuan Iron, and Outokumpu), with each group developing
Business Overview
124
distinct business models. Larger players, such as those in China and Indonesia, who focus on general
materials sales, choose to control upstream raw materials to reduce costs; smaller players, on the other
hand, opt for the development of high-profit products and application industry.
(3) Resources Business
Global nickel pig iron production capacity is mainly concentrated in Mainland China and Indonesia. Since
2020, following Indonesia's ban on ore exports, the nickel pig iron industry chain has accelerated its shift
from Mainland China to Indonesia, making Indonesia the world's largest nickel pig iron producer. In 2024,
the total high nickel pig iron production capacity in Mainland China and Indonesia reached 2.77 million
metric tons of nickel, with total production reaching 1.74 million metric tons of nickel. This represents a 2%
increase in capacity and a 3% increase in production compared to 2023. Mainland China's total high nickel
pig iron production was 260,000 metric tons of nickel, a 15% decrease from 2023, primarily due to
uneconomical production that has led to continued decline in overall competitiveness. Indonesia's total
high nickel pig iron production was 1.47 million metric tons of nickel, a 7% increase from 2023, with the
growth rate slowing due to Indonesian nickel ore policies, declining ore grades, and weather impacts. In
2025, Mainland China's nickel pig iron production is expected to continue shrinking due to uneconomical
production, while Indonesia's ore supply is expected to be slightly more abundant than in 2024. Although
Indonesia's nickel pig iron production is expected to increase due to plans for a small number of new
production lines, attention must still be paid to changes in Indonesia's nickel ore-related policies.
Furthermore, in response to the green energy transformation and flourishing development of the
downstream new energy industry chain, large amounts of capital have flowed into Indonesia since 2020.
Production capacity for battery-grade nickel intermediate products, such as nickel matte and mixed nickel-
cobalt hydroxide precipitate (MHP), began to be released from 2021 and has grown rapidly from 2022 to
2024. In 2024, Indonesia's MHP production reached 310,000 metric tons of nickel, a 97% increase from 2023,
while high-grade nickel matte production reached 270,000 metric tons of nickel, a 12% increase from 2023.
Indonesia still has plans for substantial nickel intermediate product capacity in the coming years. New
capacity is expected to continue coming online in 2025, with the overall industry chain gradually extending
downstream, although overall nickel intermediate product output will be affected by the Indonesian
government's nickel ore production control policies. In 2024, the global electric vehicle market growth
momentum slowed due to the high interest rate environment and elevated global geopolitical risks. In 2025,
demand may continue to slow due to high policy uncertainty across countries and ongoing geopolitical
instability. After President Trump's inauguration, the United States may tighten subsidy policies for electric
vehicles and strengthen controls on Foreign Entities of Concern (FEOC), prompting upstream battery
industry chains for electric vehicles sold in the U.S. to actively seek raw materials produced by non-FEOC
companies.
(4) Commercial Real Estate Business
In 2024, Nanjing's office building stock exceeded 5 million square meters, with market demand continuing
to recover. The annual net absorption reached 207,000 square meters, a year-over-year increase of 28.6%.
In terms of transaction types, in addition to traditional leasing customers, diverse transactions including
those from operators and office conversions to commercial purposes also contributed to the annual
transaction volume. Industries showing strong growth included telecommunications, media, and
technology sectors—primarily focused on chips, big data, and software services—while the financial
industry, centered on insurance, banking, and funds, demonstrated strong overall leasing capacity. Active
transaction areas were concentrated in the Xinjiekou and Hexi districts.
In 2024, Nanjing's retail market total inventory increased to approximately 7.27 million square meters. In
the first three quarters, the city achieved total retail sales of consumer goods amounting to RMB 637.775
billion, a year-over-year increase of 3.3%. Driven by economic work conferences, consumer confidence was
boosted and demand expanded, promoting the development of retailers in industries such as catering,
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smart home appliances, 3C products, automobiles, sports, and entertainment in Nanjing. Brand merchants
across business models continued to expand, with several brands entering the Nanjing market for the first
time.
2. Relationships with suppliers in the industry's supply chain:
(1) Wire and Cable Business
(2) Stainless Steel Business
Electrolytic Copper plates (imported)
Telecommunication cables
Wire and cable
Electric wires
Enamel insulated wires
Telecommunications
engineering
Network engineering
Power generation, Power
transmission & distribution,
Electromechanical &
engineering,
Transportation & buildings,
New Energy
Computer assembly
Home appliances
PVC/PC plastic materials
Chemical coatings
Bare copper strips (wires)
Home appliances
Electromechanical machines
Business Overview
126
(3) Resources Business
3. Product development trends and competition
(1) Wire and Cable Business
Development trend: In addition to the traditional construction and infrastructure cables, there are many
green energy related cable applications and products that have emerged in response to the global
developing trend of net zero transition. For example, in the field of energy creation and transmission, solar
power cables that need to prevent UV degradation, wind turbine cables that can withstand harsh
environments, and submarine cables that transmit power from offshore wind turbines back to land or
transfer power across borders between countries, are all products that are actively developed by major
cable manufacturers around the world. In addition, in the area of energy storage and use, the electrification
of transport equipment and smart power allocation, cable sets for power replenishment systems, and cables
for energy storage equipment are all new products that the wire and cable industry is competing for
development.
Competition: From the historical output of Taiwan's power cable market, there is still an oversupply of
capacity in the overall cable market and competition is relatively fierce. However, with the expansion of
emerging technology applications, increasing industrial electricity demand, the government's acceleration
of various energy policies, and the expedited implementation timeline of Taiwan Power Company's resilient
power grid plan, new momentum has been added to the industry.
(2) Stainless Steel Business
Development trend: In terms of product development, apart from actively developing nickel-free steel
grades, major stainless steel makers are also developing functional stainless steel for specific applications.
For example, in response to the demand for automation, the demand for wear-resistant, high-precision and
zero-defect materials has increased. In the past, key technologies were held in Japan, Europe and other
countries, but Asian steel makers have also continued to invest in research and development in recent years,
and to refine their own technological capabilities. With the rising awareness of environmental protection,
stainless steel is more widely used in various fields, and there are many cases of replacing carbon steel with
stainless steel in the construction, transportation and other industries. In the renewable energy industry,
stainless steel components can also be found in solar panels, wind turbines and renewable energy vehicles.
127
Competition: Indonesian steel mills will dominate the Asian market with the advantage of low-cost raw
materials. With the promotion of capability control policy in Mainland China, the steel industry has shifted
from volume to value-added, and large-scale steel makers have started to consolidate with the strategy of
eliminating the weak and leaving the strong. The rest of the steel makers in Europe, America, Japan, and
Korea have focused on niche industrial applications with high certification thresholds to add value to their
products through end-use differentiation, specializing in the development of specialty steel applications. In
addition, in response to the trend towards net-zero carbon emissions, major European steel makers have
begun to focus on providing products with low carbon emissions or more sustainable significance.
(3) Resources Business
Development trend: Stainless steel plants in Mainland China and Indonesia are expanding their
production capacity, and the demand for nickel pig iron and scrap steel will continue to rise, while
nickel pig iron in Indonesia has a cost advantage and is economical for downstream steel plants. In the
following years, there will still be a few new production lines to be built. In addition, in response to the
continuous growth of the new energy industry chain, some of the RKEF (Rotary Kiln Electric Furnace)
production lines have started to change their processes in 2022 to make their output more flexible to
switch between nickel pig iron and nickel matte; therefore, the "nickel matte - nickel sulfate - pure
nickel" process has emerged. Price differentials between different nickel products will make their sales
portfolios be more diversified, and the overall nickel market will reach a dynamic balance between
supply and demand.
Competition: Indonesia's RKEF production lines have significantly increased since 2021, but after three
years of rapid growth, this expansion has slowed. By 2024, Indonesia had nearly 300 RKEF production
lines. Subsequently, due to the Indonesian government's regulation of nickel ore supply and
restrictions on pyrometallurgical projects, existing production lines are expected to experience
reduced capacity growth rates, gradual reductions, and product transformations. Additionally,
production lines with higher costs and poor operations may gradually be phased out. Some RKEF
production lines began modifying their processes in 2022 to create more flexible output capabilities,
allowing them to switch flexibly between nickel pig iron and nickel matte production. However, the
overall production capacity now exceeds the demand from both the stainless steel smelting and new
energy industry chains.
(4) Commercial Real Estate Business
Development trend: Nanjing is an important center city in China's eastern region and an international
comprehensive transportation hub. In 2024, its regional GDP reached RMB 1.8 trillion, with a total
output growth of 4.5%, steadily ranking among the top ten in the country. With its continuous
population inflow and strong economic foundation, Nanjing is one of China's core cities for real estate
development. The supply of new Grade A office buildings in Nanjing remains abundant, which is
favorable for tenant upgrades and expansions. Since the beginning of the year, the financial industry,
represented by the insurance sector, has been actively seeking changes. The relocation and upgrade
demands of large enterprises continue to expand, with high-standard Grade A office buildings in core
urban business districts remaining the most resilient development areas. With the support of various
policies, Nanjing's retail market will continue to strengthen its development of first-launch economies,
cultivate new consumption modes, create diversified consumption scenarios, upgrade commercial
districts, renovate existing commercial properties, and apply digital technologies. Nanjing's retail
market will maintain its active momentum and further develop and upgrade.
Competition: Competition for Grade A office buildings has intensified in certain areas, with an
increasing number of property owners beginning to offer customized renovation leasing solutions,
more flexible business terms, more comprehensive business supporting facilities, and more
comprehensive soft services. In the retail market, adjustments and renovations of existing projects
have become more active, leading to increased differentiation between projects, with mid-to-high-
end shopping centers maintaining stronger competitiveness.
Business Overview
128
(3) Overview of Technology and R&D
1. R&D Expenses and Results
R&D Expenses
From Jan. 1, 2024 to March 19, 2025, the R&D expenses were around NT$600
million.
(A) Technology Research & Development
(1) Develop CCS1/CCS2 80A-300A full-series charging gun cable set
(2) Develop 14MW offshore wind turbine high-voltage cables
(3) Develop spreader basket cables with fiber optic cables
(4) Expand the development of the material types, sizes, conditions and product types of stainless steel and
nickel-based alloys.
(5) Innovative research and development of functional stainless steel with high strength, high heat resistance,
and easy turning characteristics to increase added value.
(6) Continue to invest in the development of stainless steel for automotive components, aiming at energy
conservation, environmental protection and high efficiency to meet market demand.
(7) Deepen research on stainless steel for welding, and increase the service life of materials in harsh
environments such as high temperature resistance, corrosion resistance and high temperature resistance.
(8) Cooperate with domestic universities and research institutions to jointly promote various industry-
university cooperation and outsourcing research projects, and expand the depth and breadth of process
technology through the combination of theoretical knowledge and practical experience, thereby increasing
the capacity of research and development.
(9) Laboratory equipment for aerospace materials applications.
(10) Special quality inspection techniques.
(11) Automated sample processing technology
(B) Intelligent Manufacturing
(1) Smart Power Consumption:
Collect and analyze equipment power consumption data, improve the accuracy of power consumption
estimation, and reduce wasted power consumption.
(2) Development of Intelligent Crane Automatic Storage System:
New intelligent cranes are adopted to establish an automatic transportation and storage system for steel
billets, which improves the space utilization rate, assists in optimizing the inventory management of
incoming materials in the factories, automatically dispatches shipments and loads materials without
interruption, improves production efficiency, avoids human operations, and improves work safety.
(3) Establishment of Automated Guided Vehicles (AGV) System:
A composite automated guided system is adopted to overcome the outdoor climate, realize outdoor
unmanned automatic cross-factory transportation, improve transportation efficiency, and reduce forklift
operations and operating manpower.
(C) Energy and Environmental Protection
(1) Replacing Traditional Preheaters:
Replace traditional preheaters with pure oxygen preheaters to reduce fuel consumption, improve
combustion efficiency, and reduce greenhouse gas emissions.
(2) Slag Recycling:
The by-product slag produced by the steelmaking electric furnace can be converted into a variety of high-
value recycled products after classification and screening, such as low-carbon concrete, red bricks as
building materials, and pervious asphalt.
(3) New heat treatment technology:
Operating heat treatment furnaces at lower temperatures to reduce greenhouse gas emissions.
(4) Green energy production: Promoting green hydrogen projects and using self-producing hydrogen as
production fuel
(1) Rotary kiln system - process optimization:
Saving production energy consumption and reducing greenhouse gas emissions
(2) Production logistics equipment - replacing petrochemical equipment with electric production
equipment:
Reducing greenhouse gas emissions during production
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2. Present and future R&D projects, as well as the estimated R&D investment expenditure
Plan for the most recent
year
Current progress
Mass
production
completion
time
Main reasons that future development
will succeed
We plan to invest NT$2,280,000,000 for R&D.
Wiring Harness for New
Energy Vehicle Lines and
Power Supply Systems
Design and Development of
Liquid-Cooled Charging Gun
Line Set and Cooling System
2025
(1) The only domestic entity with
comprehensive dynamic cable
development and testing
capabilities.
(2) Obtaining CCS1/CCS2 full series gun
line set VPC/UL/IEC certification and
commencing shipments.
(3) Possessing independent material
development and verification
capabilities.
Low Carbon Footprint,
Environmentally Friendly
Packaging Materials
Completed small batch
production testing of
recycled materials for
packaging
2025
(1) Complete testing facilities to ensure
recycled material packaging meets
customer requirements.
(2) Possessing independent material
development and product
verification capabilities.
(3) Possessing commercial service
model and information system
customization development
capabilities.
High Voltage Cable
Development within
Wind Turbine Towers
Development of Dropper
Cable for Offshore Wind
Turbine Towers
2026
(1) The only domestic entity with
comprehensive dynamic cable
development and testing
capabilities.
(2) Possessing material evaluation and
verification capabilities.
(3) Successfully meeting customer
shipment requirements for 9.5MW
tower internal cables.
Glass-Sealed Alloy (High
Chromium Steel)
Development
Trial Production Stage
2024 to 2025
Design of alloy element composition,
hot rolling, and heat treatment
parameter settings.
In-House Development of
High Carbon Stainless
Steel
Trial Production Stage
2024 to 2025
Design of alloy element composition,
hot rolling, and heat treatment
parameter settings.
High Cleanliness
Precipitation Hardening
Stainless Steel
Development
Trial Production Stage
2024 to 2025
Design of alloy element composition,
hot rolling, and heat treatment
parameter settings.
Soft Magnetic Stainless
Steel Development
Trial Production Stage
2024 to 2025
Design of alloy element composition,
hot rolling, and heat treatment
parameter settings.
Iron-Based and Nickel-
Based Alloy Development Trial Production Stage
2025 to 2026
Design of alloy element composition,
hot rolling, and heat treatment
parameter settings.
Vacuum Melting and
Remelting Technology
Development for
Stainless Steel and Nickel-
Based Alloys
Trial Production Stage
2025
Design of alloy element composition,
remelting, hot rolling, and heat
treatment parameter settings.
Business Overview
130
Plan for the most recent
year
Current progress
Mass
production
completion
time
Main reasons that future development
will succeed
Development of Easily
Machinable Seamless
Stainless Steel Tubes
Trial Production Stage
2025
Design of alloy element composition,
hot rolling, and heat treatment
parameter settings.
Environmental
Monitoring Project
Trial Production Stage
2025
Execution of non-contact multispectral
technology using AI and edge
computing.
Green Hydrogen
Production
In Progress
2025 to 2026 Self-production of green hydrogen.
(4) Business Plan – Long-term and Short-term
1. Wire and Cable Business
Short-Term: In response to building end-customer demands, we are emerging as a distinctive force in the digital
and intelligent transformation landscape. By employing rapid response capabilities and precise service delivery,
we accelerate deep supply chain integration, establishing a market position characterized by operational
efficiency and creating a win-win-win situation for all stakeholders involved. We also aim to change our
operating models and expand our market share, in order to promote sustainable management. We also aim to
respond to the government's policy for domestic production of core components for offshore wind power
plants, with the goal of exclusively researching and manufacturing cables for offshore wind turbines for 14 MW
capacity or above in Taiwan, as well as developing the ability to produce and manufacture submarine cables.
Following the global trend of popularizing electric vehicles and speeding up the construction of supporting
infrastructure, we are developing wire harnesses for new energy vehicles and power replenishment systems
that meet global standards.
Long-Term: We will seize the business opportunities brought by the global smart grid and new energy industries
by marching into power transmission markets both home and abroad and expanding our business scope of
Energy Solution.
2. Stainless Steel Business
Short-Term: Taiwan: In response to the trend of small amount but diversified products in the high-value market,
Walsin has adjusted its direction and gradually built up its product and service capabilities to meet the needs of
different customer segments. For the wire rod, we will actively expand niche steel sales portfolio in line with
market conditions to expand the volume of orders of favorable steel grades, while continuing the research and
development and the capital expenditure to increase the application of new steel types and new industries and
stabilize product quality. For cold finished bars, we will focus on the development of direct customer channels
in the industry and the expansion of available specifications in order to expand our market share; for plate
products, we will use digital analysis to assist in material preparation and production scheduling, so that the
delivery time can be close to customer expectations. We will also implement the e-companion system to satisfy
our customers' demand for monitoring orders and to enhance our customer retention.
Mainland China: The new intelligent production lines for hot rolled bars/wire rods have entered mass
production, which utilize advanced manufacturing process and intelligent production to supply high precision
and quality stainless steel products. In this way, we will effectively achieve import substitution, increase our
market share, and reach the goal of selling all of the products we produce. We will continue to develop high-
value steel grades for hot rolled bars and seamless steel pipes in the hope of increasing value added to our
products. For the cold refined rods, we will increase the volume of orders from direct customers and strengthen
the collaboration between marketing/technology/business for serving customers, to ensure the completion of
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the integrated material application supply chain, so that the upstream and downstream can work more closely
together.
Europe: Our Italian subsidiary, Cogne Acciai Speciali (CAS), has advanced its growth strategy based on upstream
and downstream vertical integration through the acquisition of Com.Steel Inox (an Italian company active in
stainless steel and nickel alloy scrap recycling and processing) and Mannesmann Stainless Tubes (MST), a
company with historical prominence in the seamless stainless steel and nickel alloy tube market.
Following the acquisition, MST has restored its historical name "DMV" to reinforce its consistently upheld values
of professionalism, excellence, and entrepreneurial spirit. DMV operates five production facilities across
Germany, France, Italy, and the United States. CAS will supply the majority of raw materials for DMV's extrusion
machines in France and Germany, sourcing these materials from its steel plant in Italy and its Swedish subsidiary
(Degerfors Long Products). This acquisition is expected to enhance CAS's steel production capacity utilization
and expand Walsin's market share in high-end industries such as aerospace, oil and gas, and energy.
Long-term: Taiwan: We will grasp upstream raw materials to enhance the competitiveness of Walsin's stainless
steel products. For bar materials, in addition to maintaining the major customers with high demand, the
Company will actively develop new customer bases and expand suitable markets for export. For cold finished
bars, in addition to continuing to strengthen the advantages in our integrated production lines, we will increase
the quality and output of deep-processed products. For wire rods, the long-term goal is to increase the
proportion of niche steel grades in our sales mix. In terms of operations, we are strengthening our
competitiveness by accelerating internal process improvement and Industry 4.0 automation projects.
Mainland China: We will focus on certification application markets, such as transportation, petrochemical,
boiler, nuclear power, and food, as key development industries, in cooperation with China's nationalization
policy and industry development potentials. We will also expand our technical service capacity and market
management, hoping to enhance the added value of our products and brands. We will set up distribution
centers in major markets to enhance our market penetration in each region through rapid logistics and
distribution.
Europe: By establishing a vertically integrated supply chain in Europe with a diverse product portfolio, the
Company aims to achieve cost excellence in high-quality stainless steel and nickel alloy products while
increasing market share in niche markets and application sectors. Furthermore, the Company is committed to
fostering sustainable growth in the European region through operational circularity, reduced dependence on
ferro-alloys, and significant investments focused on decarbonization.
3. Resources Business
Short-term: PT. Walsin Nickel Industrial Indonesia's nickel pig iron production lines were fully commissioned.
We will continue to ensure that those production lies have stable capacity utilization rates and are fully in
operation for production, in order to strengthen the stability of upstream raw materials for stainless steel and
enhance our competitiveness. In addition, the nickel matte production lines acquired from PT. Sunny Metal
Industry in the second half of 2022 were commissioned for trial production at the end of the same year. In the
first quarter of 2023, the company commenced full production operations, and in January 2024, we increased
our shareholding in PT. Sunny Metal Industry to 79.6%. We have entered the battery nickel supply chain through
the nickel matte production line, thereby opening opportunities in the power battery materials market and
initiating expansions for new energy.
Regarding our agency services, considering the uncertainty of competing global markets and international
political and economic conditions, we continue to negotiate with Indonesian suppliers in order to source
competitive raw materials in terms of costs, stable supply, and accurate delivery, to meet the needs of our
customers and to strengthen the cooperative relationship between the Taiwanese industry and upstream
suppliers, thereby enhancing the competitiveness of Taiwan stainless steel players in the international markets
and further increasing the volume of orders received by our agency services. Additionally, with the Indonesian
Business Overview
132
subsidiary's production lines entering mass production in 2023, the focus is not only on securing raw materials
for stainless steel production but also on extending to the new energy industry supply chain, aiming for stable
development in nickel pig iron and high-grade nickel matte business.
Long-term: In response to climate change and sustainability trends, we continuously monitor environmental
policy developments and industry movements. Our primary strategic development directions include
positioning within the energy storage industry chain, carbon inventory certification, and developing green
carbon reduction projects in accordance with local policies. Regarding our energy storage industry chain
positioning, we continue to advance the production and manufacturing of nickel resource products, further
extending into the enhancement of power battery material production facilities and market development.
Simultaneously, for carbon inventory certification, in addition to working toward obtaining relevant ISO
certifications and implementing carbon management in our subsidiaries, we will ensure effective resource
utilization. We actively align with international and local environmental policy trends, strategically developing
and implementing green carbon reduction projects to create win-win outcomes for both economic and
environmental interests.
Regarding our agency service, we will leverage our agency advantage to ensure stable supplies for the demand
in the Taiwan stainless steel market, provide a stable source of materials with competitive costs, avoid the risk
of price fluctuations and reduce the pressure on inventory capital (i.e., value-added services) to promote the
overall effectiveness of the value chain of the stainless steel industry in Taiwan, and strive to achieve the long-
term goal of simultaneous growth in the volume of orders received by the agency and the price of the stainless
steel industry in Taiwan. We also aim to stabilize sales channels of ferro-nickel and nickel matte to increase
additional product diversification of our business. We flexibly adjust our nickel product order acceptance ratio
according to market conditions, with a focus on developing markets with high added value.
4. Commercial Real Estate Business
Short-Term: For the second phase of the Company's real estate business, Phase II Lot AB, Building No. 6, the
office spaces maintain high occupancy rates and have been operating, with the commercial portion on floors 1-
4 continuing to operate as high-end dining establishments, generating stable rental and property management
fee income. Building No. 1, which meets International Grade A Office Building Standards, has completed lease
agreements for over 30,000 square meters, continuously generating effective rental and property management
fee income.
Long-term: Walsin Centro integrates various residential, commercial and office properties with a
complementary relationships and we will increase overall brand value and create economies of scale through
integrated marketing. High-end residential will bring brand reputation and market influence to the commercial,
while high-quality commercial will bring support and services to the office. The landmark Grade A office will
further enhance the brand status of the commercial and residential sectors, bringing abundant traffic and
consumption to the commercial sector. The maturation of each new industry is consolidating the competitive
advantage of the existing industry and enhancing the value of the existing industry. After more than ten years
of continuous development, Walsin Centro has become an urban landmark in Nanjing and the Walsin Centro
project has become a successful model for commercial development in Nanjing, with its market influence and
brand reputation continuing to expand and its commercial and business value continuing to rise.
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2. Market Analysis and Sales Overview
(1) Market Analysis
1. Sales region(s) and market share of main products
(1) Wire and Cable Business
The Company is focused on the development of the wire and cable business and offers a one-stop
comprehensive production series from the upstream bare copper wire, copper rod production, to the
research and production of all types of cables such as power cables, communication copper cables, fiber
optic cables, industry cables, and submarine cables. The main sales regions include Taiwan and Mainland
China. In 2024, the sales of the Company's power cable products was approximately NT$20.3 billion, and
that of bare copper wise was about NT$22.4 billion. The Company continues to maintain leadership in
Taiwan's power cable and copper bar markets.
(2) Stainless Steel Business
The Company is a major global stainless steel material company, with stainless steel products such as
stainless steel billet, cold- and hot-rolled steel coils, wire rods, cold finished bars, seamless steel pipe and
precision roll bonding steel. The main sales regions include Taiwan, Mainland China, Japan, Korea, Southeast
Asia, Australia, Europe and North and South America, etc. Our stainless steel wire rod and cold finished bars
occupy a significant position on the global market and we offer customers optimal lead times and services
with sales offices distributed across the Taiwan Strait, a vertically integrated supply chain and a standardized
production process.
For the sales of stainless steel products made by the Company in 2024, its domestic market shares reached
65% (wire rods), 30% (hot-rolled steel coils), 20% (cold-rolled steel coils) and 35% (cold finished bars); its
market shares in China were 8% (hot-rolled steel bars) and 13% (cold finished bars); its market shares in
Europe were 20% (wire rods) and 7.5% (cold finished bars); the Company’s global market shares were 14%
(wire rods), 8% (hot-rolled steel coils) and 11% (cold finished bars).
Note: The above market shares are estimated only in respect of the territories to which we sell products
and our available specifications.
(3) Resources Business
Nickel pig iron produced by PT. Walsin Nickel Industrial Indonesia is the upstream raw material for stainless
steel manufacturing, which is mainly supplied to local steel mills in Indonesia for smelting stainless steel. In
2024, nickel pig iron sales reached 36,000 metric tons of nickel (approximately 300,000 metric tons gross
weight), achieving full production and sales. PT. Sunny Metal Industry primarily produces nickel matte for
downstream battery material manufacturers, while its production lines possess flexibility to produce nickel
pig iron depending on market conditions. In 2024, nickel matte sales reached 30,000 metric tons of nickel
(approximately 96,000 metric tons gross weight, including 72,000 metric tons of low-grade nickel matte and
24,000 metric tons of high-grade nickel matte), and nickel pig iron sales reached 12,000 metric tons of nickel
(approximately 80,000 metric tons gross weight), achieving full production and sales. The Company's 2024
nickel pig iron production accounted for approximately 3.3% of Indonesia's total production, while its nickel
matte production accounted for approximately 11.1% of Indonesia's total production..
In terms of agency service, the Company has been acting as an agent for the sales of Indonesia Tsingshan
since May 2020. We sell as an agent mainly stainless steel products, such as stainless steel billets, slabs and
hot rolled steel coils, to mainly Taiwan customers, with the aim of maintaining the international
competitiveness of Taiwan's stainless steel plate products and promoting the overall efficiency of the value
chain of the stainless steel industry. The Company's order volumes from 2021 to 2023 consistently exceeded
800,000 metric tons, while 2024's order volume surpassed 1 million metric tons, stably accounting for more
than 80% of Taiwan's 300 series hot-rolled stainless steel imports.
Business Overview
134
(4) Real Estate Business
The development scale of Walsin Centro in Nanjing Hexi exceeds 1 million square meters, and the finished
residential units and stand-alone office buildings have been sold out. The commercial shopping center has
been successfully opened and operated. Currently, the main products are the leasing and operation of Office
Building Nos. 1 and 6 and the design and planning of plots in Phase 3. Building No. 1 of Walsin Centro
achieved approximately 10,000 square meters of leasing transactions in 2024, representing a 26% market
share in the regional market.
2. Overview of supply and demand and projected growth
(1) Wire and Cable Business
According to the global copper production forecast by the International Copper Study Group (ICSG), global
copper supply will grow by about 3.5% in 20245 In terms of refined copper production, ICSG expects refined
copper production to grow by 1.6% in 2025. In terms of the refined copper consumption, despite a
challenging global economic outlook, the anticipated improvement in manufacturing activities, ongoing
energy transition, and the development of new semiconductor capacities globally are expected to support
the growth in refined copper consumption, with a projected increase of 2.7% in 2025. Development of
power grid infrastructure in major countries and the global trend towards clean energy and electric vehicle
development are expected to continue to support the long-term growth of copper demand.
Mainland China continues to promote infrastructure construction, with power supply and grid engineering
investment growth remaining promising. The State Grid of China has announced that in 2025, it will focus
on optimizing the main power grid, reinforcing the distribution network, and supporting high-quality
development of new energy sources. It will continue to implement major projects, commence construction
on a new batch of key engineering projects, actively expand effective investments, and drive upstream and
downstream industry chains. It is estimated that in 2025, State Grid's investment will exceed RMB 650 billion
for the first time. Additionally, with the continued expansion of the automotive industry, the penetration
rate of new energy vehicles has climbed to new highs, with both production and sales of new energy vehicles
showing double-digit growth year-on-year, consistently ranking first globally in both production and sales.
This growth trend is expected to continue in 2025. In summary, from the perspective of copper end-product
demand, the development of the aforementioned industries should drive copper consumption demand and
provide a stable foundation for the production and sales of cable-related products. In 2024, the Bureau of
Energy of the Ministry of Economic Affairs published Taiwan's latest national power resource supply and
demand report, and planned the long-term power demand and construction blueprint for the next decade.
It is estimated that Taiwan's total electricity consumption will grow by 12% to 13% by 2030, in response to
the estimated value of Taiwan's economic growth rate, as well as the expansion of the semiconductor
industry driven by AI technology and electric vehicle promotion policies. By 2033, the annual average
growth rate of Taiwan's national electricity demand is predicted to be 2.8%. The Ministry of Economic Affairs
emphasized future construction priorities, including new power generation unit development plans,
renewal of power grid substations, and the establishment of energy storage systems to accommodate the
high penetration rate of renewable energy, thereby ensuring stable power supply. Taiwan Power Company
continues to develop power sources and invest in the power grid to meet the electricity demands arising
from economic development and government policies. Fitch expects that Taiwan Power Company's capital
expenditure will reach between NT$222 billion and NT$276 billion annually from 2024 to 2027, a significant
increase compared to the average capital expenditure of the past four years (NT$160 billion). The surge in
Taiwan Power Company's capital expenditure mainly comes from the construction of natural gas and
offshore wind power plants, as well as strengthening power grid resilience, which will boost orders and
revenue for related businesses, with the wire and cable industry being one of the largest beneficiaries. With
demand generated simultaneously by various government plans, future order visibility for cables is
promising.
135
(2) Stainless Steel Business
The expansion of global stainless steel and crude steel production capacity has reached a plateau. Under
the carbon emission control policy in mainland China, factories are replacing old instead of creating new
capacity, while European and American steel mills, after years of consolidation, have ceased increasing
capacity and shifted their focus to high-end industry applications and nickel-based alloy production. In
Indonesia, the pace of capacity investments has slowed down, while stainless steel makers in the rest of the
countries around the world will operate only through the development of steelmaking technology, so that
the existing capacity may be slightly increased; therefore, we will not see the previous annual growth of
capacity in double-digits any longer.
On the demand side, the International Stainless Steel Forum (Worldstainless) estimates that global stainless
steel consumption will grow by 3.0% in 2025, maintaining a positive growth rate. However, considering the
impact of the current global economic uncertainty, such growth may be very limited. Although the increase
or decrease in stainless steel consumption is susceptible to fluctuations due to changes in the current year's
economy, the compound annual growth rate of stainless steel consumption during the past 10 years is about
2% to 3%, and we expect this trend to be maintained in the coming years.
The growth of demand also varies depending on the product type. Flat panel products account for more
than 80% of the total stainless steel usage and are widely used in various end-use applications, with a high
correlation between the increase or decrease in demand and the economic conditions. The application of
long strip products are industry-specific; it is expected that the robust development of infrastructure,
machinery and equipment, transportation, new energy, and semiconductor in recent years will drive the
demand for long strip products, which will increase at a rate faster than the flat panel products in the next
few years.
(3) Resources Business
In 2024, as the growth in global nickel pig iron market supply slowed, the demand side exhibited structural
changes. Although Indonesia's nickel pig iron production continues to increase, the growth rate has slowed
to approximately 7%, lower than the 19% growth rate in 2023, primarily affected by pressure on nickel ore
supply and some production lines shifting towards nickel matte. China's nickel pig iron production continues
to decline due to increased production costs and import subsidy-related policies. Despite limited new nickel
pig iron capacity in Indonesia and government policy restrictions on RKEF capacity deployment, the supply
of Indonesian nickel products exceeds demand. However, nickel pig iron still holds advantages in terms of
cost and nickel content, maintaining economic viability for stainless steel production and resilient demand.
Meanwhile, fluctuations in scrap steel prices and nickel metal price trends are core factors affecting the
economic viability of nickel pig iron. Overall, the cost advantage of nickel pig iron compared to scrap steel
will continue to support its dominant position as a raw material for stainless steel smelting, although the
market may face more uncertainties due to oversupply of raw materials. In response to the green energy
transition and the flourishing development of the downstream new energy industry chain, the production
capacity of intermediate nickel products for batteries, including nickel matte, began to be released in 2021
and rapidly increased from 2022 to 2024. In 2024, Indonesia's high nickel matte production reached 270,000
metric tons of nickel, an increase of 12% compared to 2023. Indonesia plans to continue expanding
intermediate nickel product capacity in the coming years, with new capacity expected to be commissioned
in 2025, and the overall industry chains gradually extending downstream. However, the overall output of
intermediate nickel products will be affected by the Indonesian government's policies on nickel ore
production control. In terms of our agency services, in 2022, the supply chain anomalies normalized, and
the total quantity of 300 series hot rolled stainless steel imported into Taiwan was about 900,000 to 950,000
metric tons in 2023, which is almost the same as the import quantity in 2022. This level of import volume is
equivalent to the rigid demand for the Taiwan market. In 2024, due to final judgments on anti-dumping and
Business Overview
136
anti-subsidy cases from the EU favorable to Taiwanese businesses, which stimulated material preparation
demand, the annual order volume exceeded 1 million metric tons. It is estimated that in 2025, Taiwan's
imports of stainless steel from Indonesia will return to normal levels.
(4) Real Estate Business
Nanjing Jiangyou District is building a Yuantong shopping district centered on the Yuantong subway station
to create a "demonstration area of international consumer center city." Yuantong is becoming the business
office center with the highest standard of construction and the largest number of new projects in Nanjing,
and the position of the Jiangyou District and the business center of Hexi in the urban structure of Nanjing
has become more solid. After becoming a financial center, the core area of Yuantong will also become the
center of business offices and commercial consumption in Nanjing.
Looking ahead to the development of Walsin Centro, Nos. One and Six Office Buildings continue to operate
and have established Walsin's position as the first tier and leading brand in Nanjing's quality business office
industry. The arrival of many headquarters-type office enterprises in the future will provide stable rental
income and bring sufficient customer flow and stable consumption to the shopping center of One Mall, thus
promoting the steady development of the real estate sector.
3. Competitive niche, favorable and unfavorable factors for long-term growth and response measures
Wire and Cable Business
Competitive
Niche
(1) We have the advantage of stable internal supply of important raw materials of copper metal
and can give full play to the benefits from the upstream and downstream integration.
(2) Long-term supply of products and services related to demand for project engineering,
accumulating rich supplier experience and having brand advantages.
(3) Advantages such as local supply and branding will help to enter the industrial cable field
such as solar energy, offshore wind power and port infrastructure.
Favorable
Factors
(1) The performance of quality, service and delivery is highly satisfactory to customers and we
have brand power in the Taiwanese engineering market.
(2) The high-voltage cable demand in the public sector may grow steadily, driven by
Taipower's construction initiative to reinforce the resilience of its power grids.
(3) Taiwan's economy remains robust, with growing domestic and international tech industry
demand driving steady needs for wiring in industrial facilities, office buildings, and
residential developments.
Unfavorable
Factors
(1) Real estate markets face challenges from tight monetary policy, inflation-driven interest rate
hikes, high material costs, and labor shortages. The Central Bank of Taiwan's new selective
credit controls implementing anti-speculation measures have made investors cautious. This
has created a gap between buyer and seller expectations that requires more time to resolve,
leading to more volatile and unpredictable demand patterns.
(2) The private sector faces oversupply and price competition.
Response
Measures
(1) By researching technological applications and transforming the fundamental nature of
services, we provide innovative solutions through high-level intelligence and digitalization.
We have established a win-win supply chain management system, strengthened core
capabilities, improved operational mechanisms, enhanced efficiency and service capacity,
and created differentiated advantages.
(2) We will actively cooperate with the government's policy for net zero and carbon reduction
by being technology-oriented, and develop industrial cables to enhance the Company's
marketing and research and development capabilities. We will also grasp the infrastructure
business opportunities such as renewable energy, new energy vehicles and grid renewal and
expansion.
137
Stainess Steel Business
Competitive
Niche
(1) We have production sites in Taiwan, China, Italy, the UK, and Sweden for the long strips, with
a stable quality and delivery period, so that we can supply to each market nearby and
support each other for any shortage of products.
(2) Plate materials have the advantage of short delivery period. We can cooperate with players
in ASEAN countries to develop OEM to expand the available specifications.
(3) We invest in upstream raw materials by building a nickel pig iron plant in Indonesia to
improve the international competitiveness of stainless steel products and increase the
hedging capacity for raw materials.
(4) Possessing vacuum melting and re-melting technologies and holding a robust market share
in high-end markets.
Favorable
Factors
(1) Taiwan's cold-rolled steel coils are protected by anti-dumping duties.
(2) China's policies have restricted the expansion of crude steel capacity.
(3) Trade wars, regional economies, and geopolitics have led to de-globalization/short supply
chains, so the industry is paying more attention to local supply sources.
(4) The growth potential in high-end markets such as aerospace, oil and gas, and new energy.
Unfavorable
Factors
(1) China-based steel manufacturers have set up integrated production lines from nickel raw
materials to products in China and Indonesia, significantly cutting production costs and
reducing the general supplies market to pure price competition.
(2) Global trade protectionism, frequent anti-dumping cases, US and EU steel defense measures
and China's and Indonesia's increase in exports affect global steel liquidity and reduce the
Company's export volume.
(3) Increasing awareness of environmental protection and the initiatives of many countries to
impose or propose carbon fees and carbon tariffs will increase the operating costs of, and
weaken profit margins of, the steel industry.
Response
Measures
(1) In addition to continuing to strengthen the advantages in our integrated production lines,
we will gradually develop product specifications and high value-added steel grades, as well
as actively expand the sales volume of niche steel and increase the quality of processed
products.
(2) Maintaining major customers, actively developing new customer bases and expanding
suitable markets for export
(3) Continuing to improve internal processes and carrying out industrial 4.0 automation projects
to improve the efficiency and reducing costs.
(4) Utilizing the synergy of horizontal integration among plants, increasing the scale and
efficiency of our sales, and positioning ourselves for high-value products, so as to enhance
our overall competitiveness.
(5) Actively investing in energy-saving and environmental protection equipment and deploying
green power industry to enhance our competitiveness in environmental protection costs.
(6) Operational vertical integration to control the value chain and cost competitiveness.
(7) Through meticulous integration plans, clear communication, diligent work, and seamless
team collaboration, maximizing sales and operational synergies.
(8) Focusing on ESG sustainable development, actively investing in energy-saving,
environmental protection equipment, and expansion into green power, enhancing
environmental cost competitiveness. Additionally, actively monitoring the work
environment to ensure employee safety and health.
Resources Business
Competitive
Niche
(1) Nickel pig iron and nickel matte production line are located in Indonesia, which is a major
producer of nickel ore in the world and has advantages in raw material prices and production
costs.
(2) The production lines are equipped with its own power plant, which can supply electricity for
full production without any issue.
Favorable
Factors
(1) With Mainland China's continued shrinking in the nickel pig iron production due to
unfavorable production costs, Indonesia nickel pig iron is expected to make up for the
Business Overview
138
Resources Business
possible production reduction gap in Mainland China. China's abolition of export tax has
increased the cost of exports, and our agency service has a cost advantage over the the steel
coils produced by Tsingshan Indonesia.
(2) The Indonesian government continues to ban the export of nickel ore, and the local raw
material has a cost advantage. The Indonesian government may subsequently restrict the
issuance of licenses for smelting, which will raise the barrier of entry for later competitors.
Unfavorable
Factors
(1) As environmental awareness is increasing, carbon reduction has become a common issue
worldwide. Governments and economies around the world continue to adopt policies to
strengthen environmental controls and carbon reduction efforts. We expect that related
taxes, charges and other expenses will be unavoidable.
(2) Indonesian government policies, such as adjustments to laterite nickel ore supply and export
regulations, will affect nickel pig iron production, further contributing to market uncertainty.
Response
Measures
(1) In addition to stabilizing capacity utilization and refining production plans, the Company has
begun conducting a comprehensive carbon footprint inventory and source classification,
discussing carbon reduction measures, and preparing for the assessment and execution of
carbon reduction benefits in advance.
(2) To mitigate issues related to Indonesian nickel ore supply, the Company has adjusted its
procurement strategy by diversifying some procurement to Southeast Asian nickel ore. We
will continue to monitor the Indonesian domestic nickel ore market closely.
Real Estate Business
Competitive
Niche
(1) Walsin Centro is located in the core area of Nanjing Hexi New City, including office buildings,
commercial centers, quality houses and other types of products, with the floors under
development reaching more than 1 million square meters; thus, Walsin Centro has become
a landmark project in Nanjing, with location, business and scale advantages.
(2) Office Building No. 1, in line with the new trend of market demand, widely uses energy-
saving and environmentally-friendly new materials and new technologies. We've also paid
attention to the humanization of our design and the durability and maintainability of our
products from the details. Our products have a competitive edge in that they have passed
LEED & WELL double gold international certification.
(3) Office Building No.1 has established a leading position for Walsin Centro in Nanjing's high-
quality business office industry within three years of entering the market, with its high-
quality building image, high-standard operational services, and excellent leasing
performance becoming the industry benchmark for the high-end office industry in Nanjing.
Favorable
Factors
(1) The economy promoted by the Chinese government has continued to develop for many
years. The central city has great ability to promote and control the economy, which makes
the high-end office building market stable for a long time, and demand growth can be
expected.
(2) With the delivery of residential housing in the project, the resident population is growing
rapidly; transportation facilities and public ancillary services have been completed, the
market is fully mature, and business demand continues to grow steadily.
(3) The development of CBD is close to completion, and the further concentrated demand for
high-end office buildings in the central area of Hexi will lead that in Nanjing.
Unfavorable
Factors
The supply of Grade A office buildings has increased, with government self-built projects being
forcefully prioritized for introduction, leading to more severe competition for customer
resources and further expanding competition among buildings.
Response
Measures
Focusing on and responding in advance the policy trends of government departments governing
relevant industries in a timely manner, and timely seizing the best timing for lease and sales
according to market changes, in order to expand our client base.
139
(2) Key applications and production processes of main products
1. Key Applications of Main Products
Main Products
Key Applications
Copper material
Wire and cable conductor, home appliances, electrical and electronic devices,
transformers, etc.
Power cables
Primarily used for power plants, power transmission and distribution, plant facilities,
transportation construction, construction of power transmission lines, etc.
Steel billets
Hot-rolled wire rods, hot-rolled straight rods, flanges, seamless steel pipes, etc.
Flat billet
Hot-rolled steel coils, hot-rolled plates, heavy forgings, etc.
Wire rods
Screws and nuts, springs, welding rods, steel wires, braids and hardware wires,
buildings, medical equipment, etc.
Hot-rolled coil (flat
panel category)
Chemical tanks, pipes for industry and building and pipes for petrochemical industry
Cold rolled coil (flat
panel category)
Building decoration, kitchen utensils, appliances, medical equipment, electronic
communications, chemical tanks and steel tubes
Peeled straight rods
Forging materials, turning parts, electric machine accessories, etc.
Cold finish straight
rods
Shafts, medical equipment, furniture decoration items, turning parts, electric
machine accessories, high-durability industrial components (for automotive,
petrochemical, aerospace, energy, and chemical applications), etc.
Stainless steel
seamless pipe
Petrochemical heat exchanger; fluid pipe and instrument pipe boiler station pipe;
nuclear power station pipe; shipboard fluid pipe and instrument pipe; turning pipe.
Mechanical processing
shaft semi-finished
products
Aircraft engines, oil and gas mud engines, drill bits, etc.
Engineering
components
Customized products
Hot-rolled straight
bars
Structural building components (for offshore facilities, power plants, chemical
plants, etc.), large fasteners
Nickle pig iron
Our products are mainly supplied to and used by steel mills to smelt stainless steel,
and processed into semi-finished stainless steel products such as billets, slabs, HR
coils and HR straight bars.
Nickel matte
We supply the product to mainly nickel sulfate factories for processing into nickel
sulfate, which can continue to go downstream for the production of electrolytic
nickel or ternary cathode materials for batteries.
Real estate
Housing, office buildings and shopping malls
Business Overview
140
2. Production Process
(1) Wire and Cable Business
(2) Stainless Steel Business
Copper bar
Shaft furnace
Dissolution
Casting / rolling
Casting machine
Pull-in rolling
Reduction
Wire drawing
machine
Wire drawing
Wire stranding
machine
Wire stranding
Extruder
Extruder
Collection
machine
Insulation / extrusion
Collection
Coating / extrusion
Copper plate
Cable
141
(3) Resources Business
(3) Supply Status of Main Raw Materials
Business Unit
Main Raw Materials
Description of Supply Status
Wire and
cables
Copper plates
The main sources are Japan, Australia, Chile and Southeast
Asia by signing long-term annual contracts, which sources are
supplemented by spot purchases. Therefore, the supply is
stable.
Polyethylene
Purchased by quarterly quantity bargaining, mainly imported
from Middle East, Europe and Japan.
Other chemical materials
Adopts monthly/quarterly quantity bargaining method and
raw materials should mainly be locally sourced.
Stainless
Steel
Pure nickel, high carbon nickel
iron, high carbon ferrochrome,
stainless steel scraps, grade 1
steel scraps, molybdenum iron,
etc.
We seek long-term partnerships with well-established,
reputable suppliers and allocate the appropriate proportion of
supply sources to diversify risks and enhance the resilience of
the supply chain. In addition to being sourced from Taiwan,
raw materials are also from Indonesia, Japan, Australia, New
Caledonia, South Africa, Europe, United States and China.
Among these, CAS has acquired a major supplier of stainless
steel scrap, ensuring complete control over its raw material
sources.
Resources
Laterite nickel ore
All laterite nickel ore used for nickel pig iron and nickel matte
is sourced chiefly from local suppliers in Indonesia, and the
overall supply is stable.
Commercial
Real Estate
Land
Implement land reserves pursuant to the Company’s real
estate development strategy and participate in government
land auction tenders.
Construction Projects and
Materials
The
Company
further
reduces
costs
and
enhances
effectiveness
by
selecting
good
quality
construction
companies and as well as material and equipment suppliers
through tenders.
Retailers
Integrating resources and doing a good job of gathering office
demand for high-end enterprises, quality customers and
signing contract with merchants according to the Company's
project positioning, business objectives and development
ideas for the phase 2 of the Office Building No.1, by further
leveraging the advantage of high-quality, premium services.
Nickel Pig
Iron
Sieving &
Shredding
Shredding &
Sieving
Ballast
Dry Kiln
Rotary Kiln
Smelting in Electric
Furnace
Electric Furnace
Nickel
Matte
Rotary Furnace
Laterite nickel ore
Drying
Reducing Agent
Pre-Reduction
Electric Furnace
Blowing in Rotary
Furnace
Sulphidizing Reagent
Nickel Matte
Nickel-Iron Alloy
Business Overview
142
(4) The names, procurement (sales) amounts and ratio of our clients whose total procurement (sales) for
any year in the last two years reached 10% or more.
1. Major supplier information for the last two years
Unit: NT$ thousands
Year
2023
2024
Item
Name
Amount
Percentage of
Total
Purchases (%)
Relationsh
ip with
Issuer
Name
Amount
Percentage of
Total
Purchases (%)
Relations
hip with
Issuer
-
-
-
-
Supplier A
22,870,397
15
-
-
-
-
-
Supplier B
20,919,092
14
Affiliate
in the
consolida
ted
financial
statemen
ts
Other
(Note)
156,291,794
100
-
Other
(Note)
106,549,974
71
-
Net
Purchases
156,291,794
100
-
Net
Purchases
150,339,463
100
-
Reason for the change: In 2024, considering the maximum advantages of strategic partnerships and affiliate
collaborations, our procurement ratio from a single vendor reached 10%.
Note: There is no supplier accounting for more than 10% of total amount of purchases.
2. Major customer information for the last two years
Unit: NT$ thousands
Year
2023
2024
Item
Name
Amount
Percentage of
Net Sales (%)
Relations
hip with
Issuer
Name
Amount
Percentage of
Net Sales (%)
Relations
hip with
Issuer
Net Sales
189,839,626
100
-
Net Sales
179,318,340
100
-
Note: There is no customer accounting for more than 10% of the total sales amount.
143
3. Employee Data
(1) Employees of Walsin Lihwa Holdings Limited:
As of March 19, 2025
Year
2023
2024
Current Year as of
March 19, 2025
Number of employees
10,508
11,612
11,558
Average age
36.8
36.9
37.0
Average years of service
7.3
7.3
7.3
Education
background
(%)
Ph.D.
0.3
0.3
0.3
Master's
6.9
5.8
5.8
University/College
31.9
35.2
35.3
High school
43.5
39.7
39.9
Below high school
17.4
19.0
18.7
Note: Walsin Lihwa Group includes all of Walsin Lihwa's business divisions and subsidiaries.
(2) Employees of Walsin Lihwa Corp.:
As of March 19, 2025
Year
2023
2024
Current Year as of
March 19, 2025
Number of employees
2,992
2,905
2,866
Average age
39.4
39.8
40.1
Average years of service
9.9
10.4
10.6
Education
background
(%)
Ph.D.
1.0
1.0
1.0
Master's
19.8
18.5
18.5
University/College
42.5
42.5
42.8
High school
22.5
21.9
22.7
Below high school
14.2
16.1
15.0
Business Overview
144
4. Environmental Protection Expenditure Information
(1) For the most recent year and up to the date of publication of the annual report, the losses suffered by
the Company as a result of environmental pollution (including compensations and violations of
environmental protection laws and regulations found in environmental protection inspections; the
punishment date, the letter number, the legal basis for the punishment, the legal provision and the
content of the punishment shall be specified), and the estimated amount of such losses that may occur
now and in the future and the countermeasures against them; if they are not reasonably possible to
estimate, the facts that they cannot be reasonably estimated should be stated:
Three environment protection-related penalties were imposed on the Yenshui Plant in 2024.
Date of Penalty
March 15, 2024
Penalty Reference
Number
Huan-Kong-Gu-Cai-Zi-No. 113030044
Issuing Authority
Environmental Protection Bureau of Tainan City Government
Details of Violation
During inspection of the Metal Surface Cleaning Process (M03) operating permit, authorities
examined the P306 discharge pipe's upstream pollution control facilities A304, A305, and A306.
While the operating parameters of A304 and A306 control equipment complied with regulatory
requirements, the operator disclosed that the A305 washing tower served merely as a backup
system for A304 and was not routinely activated. No operational records were maintained for
A305, demonstrating ineffective waste gas treatment in contravention of the Air Pollution
Control Act.
Remedial Measures
1. Modified washing tower A305 for mist elimination purposes and removed associated
chemical pipelines and pumps (with Environmental Protection Bureau's approval).
2. Submitted application for fixed pollution source (M03) permit change to the Environmental
Protection Bureau on February 2, currently operating under approved trial status.
Violated Legal
Provisions
Paragraph 1, Article 23 of the Air Pollution Control Act, with penalties imposed pursuant to
Subparagraph 4, Paragraph 1, Article 62 and Paragraph 1, Article 86 of the same Act
Content of Violated
Regulations
Public and private premises shall effectively collect various air pollutants and maintain normal
operation of their air pollution control facilities or monitoring equipment; furthermore, the
maximum operating capacity of their stationary pollution sources shall not exceed the
maximum processing capacity of the air pollution control facilities.
Penalty Amount
NT$472,800
Date of Penalty
March 15, 2024
Penalty Reference
Number
Huan-Kong-Gu-Cai-Zi-No. 113030044
Issuing Authority
Environmental Protection Bureau of Tainan City Government
Details of Violation
With respect to the manufacture of stainless steel billets and related products, which operates
under an Electric Arc Furnace Steelmaking Process (M01) permit (Nan-Shi-Huan-Kong-Cao-
Zheng-Zi-No. D0085-01), an inspection conducted by the Southern District Environmental
Management Center, Environmental Management Administration, Ministry of Environment on
December 27, 2023, revealed that the pulse-type bag dust collector's filter bags for the electric
arc furnace in the M01 process were replaced on July 28, 2022, and had exceeded one year
without subsequent replacement. This constitutes a violation of the operating conditions
specified in the stationary pollution source operating permit and contravenes the Air Pollution
Control Act.
Remedial Measures
Improvement strategy: An application for modification of the air pollution permit has been
submitted to amend the filter bag replacement frequency to once every two years.
Additionally, the application proposes that if inspection reveals no damage to the filter bags,
immediate replacement should not be required. A subsequent appeal has been filed with the
local Environmental Protection Bureau.
145
Case closure explanation: Based on the improvement report submitted by our plant on May 21,
2024, and following a verification inspection conducted on May 30, 2024, the Environmental
Protection Bureau of Tainan City Government has confirmed that all necessary improvements
have been completed and has subsequently closed the case.
Violated Legal
Provisions
Violation of Paragraphs 2 and 4, Article 24 of the Air Pollution Control Act and Article 23 of the
Stationary Pollution Source Installation, Operating and Fuel Use Permit Management
Regulations Amended Clauses (these "Regulations")
Content of Violated
Regulations
Public and private premises that simultaneously comply with Articles 2 and 3 shall apply for a
fuel use permit concurrently when applying for a stationary pollution source operating permit.
Documents or information that are identical need not be submitted repeatedly.
Following the installation or modification of the stationary pollution source mentioned in the
preceding paragraph, the entity shall submit documentation proving compliance with relevant
provisions of these Regulations to apply for and obtain an operating permit from the
competent authority of the municipality or county (city), or from an agency commissioned by
the central competent authority, and shall operate in accordance with the content of the issued
permit.
Penalty Amount
NT$100,000
Date of Penalty
April 10, 2024
Penalty Reference
Number
Huan-Kong-Gu-Cai-Zi-No. 113040054 dated April 10, 2024
Issuing Authority
Environmental Protection Bureau of Tainan City Government
Details of Violation
During an Environmental Impact Assessment committee meeting, the Yenshui Plant reported
that the actual sulfur oxide emissions for 2022 were 22.3 metric tons/year, while the permitted
emissions for the entire plant were only 11.3 metric tons/year. Verification through the
Ministry of Environment's Air Pollution Fee and Emission Declaration Integrated Management
System and Fixed Pollution Source Management Information System confirmed the accuracy of
this statement. It was determined that both the air pollution fee calculation basis and the
operating permit calculation basis were derived from inspection reports. Comparison of these
figures indicates that the declared emissions exceed the permitted emissions, with actual SOx
emissions not conforming to the SOx emission limits approved in the current permit. This
constitutes a clear violation of regulations, resulting in penalties under the Air Pollution Control
Act, with relevant documentation available for verification.
Remedial Measures Completed permit modification
Violated Legal
Provisions
Paragraph 1 , Article 23 of the Stationary Pollution Source Installation, Operating and Fuel Use
Permit Management Regulations Amended Clauses (these "Regulations"); Paragraphs 2 and 4,
Article 24 of the Air Pollution Control Act
Content of Violated
Regulations
Public and private premises that simultaneously comply with Articles 2 and 3 shall apply for a
fuel use permit concurrently when applying for a stationary pollution source operating permit.
Documents or information that are identical need not be submitted repeatedly.
Following the installation or modification of the stationary pollution source mentioned in the
preceding paragraph, the entity shall submit documentation demonstrating compliance with
relevant provisions of these Regulations to apply for and obtain an operating permit from the
competent authority of the municipality or county (city), or from an agency commissioned by
the central competent authority, and shall operate in accordance with the conditions specified
in the issued permit.
Penalty Amount
NT$160,000
Note: The standard for disclosure of major fines is NT$100,000/RMB22,000
Although our Taiwan plants did not incur any major environmental penalties (defined by the Financial
Supervisory Commission as those exceeding NT$1 million) in 2024, there were three environmental
compliance issues, all of which were promptly remediated with enhanced personnel and procedural
management. Despite being subject to intensified scrutiny by central and competent authorities as
part of the steel and surface treatment industries, the Company experienced no pollution leakages
Business Overview
146
resulting in production stoppages or community protests, and no wastewater or waste material
leakage incidents occurred at any of our plants. Moving forward, we will continue self-monitoring
according to our environmental management system framework. Additionally, the Environmental
Safety Management Committee will conduct periodic inspections to verify environmental regulatory
compliance at all plants and strengthen on-site surveillance to ensure regulatory conformity and
prevent pollution incidents.
(2) Future response measures (including improvement measures) and possible expenses:
Despite the large amount of manpower, materials and funding invested in environmental protection to comply
with international benchmarks over the years, Walsin Holdings was still fined for pollution. To keep pollution under
adequate control, the Company requires factories in Taiwan and overseas to step up self-regulation to avoid
human errors and to implement economically feasible environmental management projects. Internal audit and
environmental education & training (including regulatory identification) will also be applied to assist in reinforcing
self-regulation and horizontal development at various factories. Environmental investment plans and
management measures are as follows:
1. Obtained ISO-14001 certification for system management:
In line with international environmental conventions, factories in both Taiwan (Hsinchuang plant 1, Hsinchuang
plant 2, Yangmei plant, Taichung plant and Yenshui plant) and mainland China (Shanghai Walsin Lihwa Power
Wire & Cable plant, Nanjing plant, Jiangyin plant, Yantai plant and Changshu plant) have all obtained
"Environmental Management System" certification. In order to ensure the operational effectiveness of Walsin's
environmental management system, the Company hired a professional consulting team in 2017 to instruct 10
domestic and overseas factories to transition to ISO 14001:2015. Basic operation for ISO 45001 was also
introduced as a pilot program, as environmental protection and vocational safety & health management system
are integrated into a universal operating model across the entire group while on-site guidance is also provided.
Consistency in documentation and stability in system operation are required of these factories. Through
educational training at various factories, the spirit of the management system is deeply ingrained in actual
factory operation after multiple training sessions focusing on topics ranging from regulatory interpretation to
actual operation. Furthermore, with a proactive attitude, we will continue to improve our overall environmental
protection efforts and vocational safety & health condition. We will strive to enhance environmental
performance, reduce environmental loss, improve corporate image and boost our international
competitiveness. Walsin has completed the integration and version conversion of its management system at all
of its factories at home and abroad in 2018, with the certificates being valid for three years. The relevant
certificate documents are placed in the document management section of Walsin Lihwa website and are
updated regularly.
2. Air pollution management:
Comply with the air pollution control laws in Taiwan and in China and apply for permits for fixed (atmospheric)
pollution source ranges that are progressively announced. The various plants in Taiwan and in China have
obtained operating (emission of pollutants) permits for various manufacturing processes and facilities, reducing
atmospheric emissions.
3. Greenhouse gas emission and campaign for reduction:
To counter climate change and global warming, reduction in greenhouse gas emission is a necessary measure.
GHGs inventories provide compliance basis for efforts to reduce greenhouse gas emission.
Since 2015, the Company has established the "Safe Environment Information Platform--the ability to conduct
GHGs inventories and to calculate carbon emission for products" to collect greenhouse gas emissions at home
and abroad. Through continuous review every year and smart system management, the Company keeps
optimizing its greenhouse gas emissions. Through the electronic system, we can grasp the current year's
quarterly emissions and compare them with the same period last year, and further produce the trend graph for
the quarterly meeting of the Environmental, Safety and Health Management Committee to review the carbon
emissions regularly, so as to effectively review and manage the Company's carbon emissions. In addition, in
order to improve the company-wise operation of the greenhouse gas control system, we also plan to promote
the implementation of ISO 14064-1 in each plant. In 2015, our Taichung and Yenshui plants in Taiwan have
obtained ISO 14064-1 certification, and the latest certificates and expiration dates are regularly posted on our
CSR website every August. Hsinchuang, Yangmei, Taichung, and Yenshui Plants have also obtained the new
147
version of ISO 14064:2018 certification in 2021, and at the same time, we planned to promote the introduction
of ISO 14064-1 in overseas plants and have executed the same and obtained a third-party certification from
2023 to 2024. Furthermore, Walsin continues to monitor developments in carbon emissions trading, the EU
Carbon Border Adjustment Mechanism, Taiwan's carbon fee system, and is formulating internal carbon pricing
strategies. The Company participates in mainland China's carbon trading market operations to secure future
carbon allowances and ensure sustainable business development.
Safety and Environmental Information Platform
Since 2015, “Safety and Environmental Information Platform - Greenhouse Gas Inventory and Calculation
Product Carbon Inventory” has been established and continuously optimized to collect the greenhouse gas
emissions of each plant; the Environment, Health and Safety Committee reviews and manages the greenhouse
gas emissions on a quarterly basis.
ISO 50001(Energy
Management System)
ISO 14064-1 (Greenhouse Gas Verification Standards)
ISO 14067 (International
Standards for Product
Carbon Footprint)
Since 2018, our Taiwan’s
plants and China’s plants
have promoted the five-year
energy management plan
(2022-2027) based on ISO
50001,
and
an
annual
dynamic review has been
conducted based on the
status of each plant.
The Company continues to
pass its annual ISO 50001
system certification.
Since 2015, we have promoted the introduction of ISO
14064-1 in all plants, and our Taichung Plant and
Yenshui Plant have passed ISO 14064-1 certification.
In 2020, our Hsinchuang Plant and Yangmei Plant and
in 2022, overseas plants introduced the ISO 14064-
1:2018 standards to conduct internal greenhouse gas
emission inventory;
In 2024, our Indonesian plants implemented the ISO
14064-1:2018
standard,
conducting
internal
greenhouse gas emissions inventory that received
third-party verification.
In 2024, our plants in Taiwan
and China completed the
product carbon footprint
self-inventory based on ISO
14067:2018.
In 2024, the Hsinchuang
Plant continued to have two
products pass third-party
carbon
footprint
verification.
Carbon Disclosure
Schedule Planning
2022
2023
2024
2025
2026
2027
Company-
wide
Planning &
Execution
Inventory
Taiwan,
Mainland
China, Malaysia
Huatuo Green
Resources
Indonesia WNII
& Sunrise, CAS
Consolidation
Assurance Taiwan
Mainland
China, Malaysia
Indonesia WNII
& Sunny
CAS
(Consolidated)
Regulatory
Requirement
s
Disclosure
Inventory Data
(Stand-alone)
Assurance Data
(Stand-alone)
Inventory Data
(Consolidated)
Assurance Data
(Consolidated)
Business Overview
148
(1) Greenhouse Gas Value Chain Inventory (GHG Scope 1-2)
149
(2) Greenhouse Gas Value Chain Inventory (GHG Scope 3)
Walsin Lihwa, in an effort to create a greater impact on climate change and to enhance the highest value of the
product value chain, extends its carbon management plan beyond its own operational greenhouse gas emissions.
Following the ISO 14064:2018 and GHG Protocol standards, and through third-party verification and disclosure,
Walsin Lihwa expands its carbon management plan to include its value chain partners. This identifies the most
emission-intensive activities within the value chain as a precise guide for emission reduction strategies, also
uncovering more opportunities for transformation. In the action plan for 2024, we have established a low-carbon
alliance and promoted a sustainable supply chain, working together with our value chain partners to create a
sustainable development business model.
In our 2024 project of Scope 3 greenhouse gas inventory, we adopted materiality assessment criteria, considering
factors such as emission volume, improvement potential, and quantification methods. We identified emissions from
upstream raw materials of our purchased products and services, upstream emissions from fuel and energy-related
activities, and disclosed a total of 12 items in Scope 3/Categories 3 to 4. Walsin Lihwa continues to collaborate with
its value chain partners in developing low-carbon products through strategies such as green product design, jointly
combating climate change and global warming with its value chain partners.
GHG Protocol
ISO 14064-1:2018
Emissions from
Taiwan Plants
(MTCO2e)
Overseas Plants
(Asia)
(MTCO2e)
Scope 3
Category 4: Emissions from upstream
transportation and distribution
Category 3: Greenhouse
gas emissions from
transportation
115,679.52
121,420.90
Category 7: Emissions from employee
commuting
Category 9: Emissions from downstream
transportation and distribution
Category 3: Emissions from fuel- and energy-
related activities (not covered in Scope 1 or
Scope 2)
Category 4: Indirect
greenhouse gas
emissions from products
used by the
organization
2,310,042.55
1,254,213.20
Category 5: Emissions from waste generated
in operations
Note: 1. Scope 1 is direct energy, and Scope 2 and Scope 3 are indirect energy; the sources of greenhouse gas
emissions include CO2, N2O, CH4, HFCs, and SF6
2. Taiwan: Yangmei Plant, Hsinchuang Plant, Yenshui Plant, and Taichung Plant
3. Overseas (Asia): Jiangyin Alloy, Shanghai Walsin, Yantai Walsin, Changshu Walsin, and Walsin Precision
4. Emission Unit: MTCO2e; Intensity Unit: MTCO2e/metric tons of product
5. The emission factor is based on the Environmental Protection Administration's announced greenhouse gas
emission factor management table version 6.04, with the GWP (Global Warming Potential) values taken
from the IPCC 6th Assessment Report (2023). The greenhouse gas compilation method is based on the
operational control approach.
6. 2014 is the starting year for the Company’s implementation of the energy-saving plan
7. Scope 2 emissions are calculated based on a market-based approach
4. Wastewater treatment:
The wastewater from each of Walsin Lihwa's plants has been properly treated and discharged through
wastewater treatment facilities in the plant site and the wastewater quality testing has been regularly
conducted to avoid the impact of wastewater discharge on the environment. Management at source is most
important in water conservation. Based on water quality characteristics, the treatment procedures were
designed and recycling units were installed, so the wastewater has been discharged to nearby rivers according
to regulations or piped to recycling units in order to effectively use limited water resources. Each plant site has
adjusted equipment and process to reduce water consumption and improve wastewater recycling system, so
as to enhance the recycling ratio of the process water.
The average pollutant concentration in wastewater discharged by the factories in 2024 met the effluent criteria.
The recycling ratio of Taiwan plants reached 90% and above.
Note: The above figure is sourced from Section 1.3.1 "Use of Water Resources" in our Sustainability Report.
5. Strict control of industrial waste:
Business Overview
150
The 4Rs (reduce, reuse, recycle and recovery) have constituted the foundation for Walsin's waste production
and control. In 2024, for our plants in Taiwan and China, overall waste recycling rate of copper wire, wire and
cable and stainless steel reached 94.43%, of which the non-hazardous waste recycling rate was 98.87%;
hazardous waste was 86.81%. Except for some of the waste produced by self-recycling and reuse, the rest are
entrusted to qualified manufacturers for removal, treatment or reuse. The output of waste in Taiwan and China
factories decreased by 9% compared with 2024; for the Taiwan plants, the overall waste recycling rate of
harmful waste increased by 1.22% compared with 2024, mainly because all the waste acid from Yenshui Plant
was transported to the Taichung Plant for waste acid treatment and reuse and process improvement and
adjustment, thereby reducing the dust collection ash and sludge, and the landfill rate of plants in Taiwan stood
at <1% target.
Aside from continuing to promote source reduction of waste and recycling of waste in the plant, the Company
will, in conjunction with the strength of the supply chains, reduce the amount of raw materials and reduce the
harm that production may bring to the environment. The Company has established strict control and auditing
mechanisms for waste flow and screening of qualified vendors to ensure that waste flows are proper and legal.
Goals for Waste Management
Unit: Metric ton/1000 metric tons of product
2024 (Act.)
2025 Goal
2030 Goal
Non-Hazardous Waste
Landfill Rate
0.19
0.5
Adopting BACT
Hazardous Waste
Landfill Rate
0.07
0.2
Waste output and disposal by Taiwan and overseas plants in 2024 (Unit: Tonne):
Region
Taiwan
Overseas (China and Malaysia)
Overseas (Europe)
Disposal
Non-
hazardous Hazardous
Total
Non-
hazardous
Hazardous
Total
Non-
hazardous Hazardous
Total
Recycling
(for reuse)
64,636.61 56,355.73 120,992.33 76,882.19
16,044.62
92,926.81
25,997.00
4,668.00
30,665.00
Incineration
755.17
7.24
762.41
477.34
4,348.01
4,825.35
195.00
138.41
333.41
Burial
37.37
124.61
161.98
268.65
6,380.52
6,649.17
56,850.00
140.00
56,990.00
Other
treatment
81.11
-
81.11
1.60
141.16
142.76
293.00
7,277.00
7,570.00
Total
65,510.26 56,487.58 121,997.83 77,629.78
26,914.31 104,544.09
83,335.00
12,223.41
95,558.41
Recycling
rate
98.67%
99.77%
99.18%
99.04%
59.61%
88.89%
31.20%
38.19%
32.09%
Incineration
rate
1.15%
0.01%
0.62%
0.61%
16.16%
4.62%
0.23%
1.13%
0.35%
Burial rate
0.06%
0.22%
0.13%
0.35%
23.71%
6.36%
68.22%
1.15%
59.64%
Other
treatment
0.12%
0.00%
0.07%
0.00%
0.52%
0.14%
0.35%
59.53%
7.92%
Note: 1. Except for the hazardous waste from dust collection by Yenshui Plant, which was recycled in the plant,
and the waste acid from Taichung Plant, which was disposed of and recycled in the plant (34190.95
metric tons in total), all hazardous and non-hazardous waste generated by our plants in Taiwan and
Asia was disposed of outside of the plants.
2. The total amount of non-hazardous waste recycled in the European plants was 7,713 metric tons,
while the remaining hazardous and non-hazardous waste was disposed of outside of the plants.
6. Improving energy use efficiency:
Walsin Lihwa upholds the business philosophy of "Green Manufacturing, Happy Enterprise and Sustainable
Management". In addition to committing to quality management, pollution prevention, environmental
protection, safety and health, our company adopts "Enhancing energy efficiency and promoting clean energy"
as its energy management guidelines to fulfill its social responsibility in energy conservation and carbon
reduction. We aggressively incorporate energy-saving equipment, efficient technologies, environment-friendly
facilities and environmental protection designs and green process into promoting improvement of energy
efficiency at source. In response to the governments' energy policies and measures, we educate our employees
151
about energy conservation and inventory the energy consumed by equipment and facilities to seek
opportunities for improving our energy performance and to also effectively implement our energy saving plans.
7. Energy conservation and carbon reduction:
2015: Established energy conservation and carbon reduction management organizations across all plants,
setting annual targets and implementing various energy conservation and carbon reduction measures.
Regular meetings were conducted to review progress, and an energy management information platform
was established for real-time management.
2021: Planned and installed 5.5 MWp of renewable energy (solar) for self-generation and consumption.
The installation was fully completed in 2024, with grid-connected power generation reaching 6,232,988
kWh.
2022: The Environmental, Health and Safety Committee adjusted the five-year energy management plan
on a rolling basis, establishing annual targets of 1% electricity savings and 1.5% carbon reduction.
2024: All four plants in Taiwan met the Bureau of Energy, Ministry of Economic Affairs' annual electricity
saving rate requirement of 1%, achieving an average electricity saving rate of 1.86%. Taiwan and overseas
plants (Asia) jointly proposed 105 carbon reduction initiatives, resulting in a total electricity saving rate
of 3.14% and a total carbon reduction of 18,886 MTCo2e per year.
Externalize carbon reduction
Understand and introduce new technologies
1)
Equipment electrification / low carbon-free
power introduction
2)
Hydrogen energy, negative carbon emission
technology (CCUS)
Develop low carbon products, raw materials and
materials
Wind power
Solar power (PV)
Biomass/hydrogen energy
Waste reduction and recycling
Sustainable green supply chain
Unit carbon emissions and internal carbon pricing
Strengthen carbon reduction management efforts
Energy management systems and information platforms
Improve production and equipment efficiency
Energy saving solutions to reduce energy consumption
by 15%
(Energy saving measures - motors/waste heat/boilers...)
How to Achieve Net Zero
Internal Carbon Pricing
Inventory & Energy
Conservation
Recycling &
Sustainable Green
Energy Creation
Green Energy Trading
Opportunities for Low
Carbon Technology
Carbon
Management
Inventory & Energy Conservation
Net Zero by 2050
Externalization of low carbon technologies
Low carbon production & new technologies
Green Energy Trading
Energy Creation
Inventory & Energy Conservation
Business Overview
152
Carbon Reduction Results from 2015 to 2024 (Unit: MTCO2e)
2024 Energy Saving Plans
Plant
Project Type
Energy-Saving
Type
Project
Quantity
Energy
Savings
Energy
Consumption
Reduced (in MJ)
Carbon
Reduction
(MTCO2e)
Carbon Reduction
Amount
Taiwan
Energy saving in
manufacturing
processes/office
s
Electricity (kWh)
68
7,602
27,372,391
3,781
NTD37,915,776
Natural gas (in
thousand cubic
meters)
11
774
29,151,166
1,774
Others (in metric
tons)
2
10
-
205
Subtotal
81
-
56,523,558
5,760
Overseas
(China &
Malaysia)
Energy saving in
manufacturing
processes
Electricity (kWh)
19
12,063
43,435,952
7,635
RMB 19,589,685
(around
NT$88,401,588)
MYR 46,719
(around
NT$315,593)
Natural gas (in
thousand cubic
meters)
4
2,494
93,931,235
1,309
Vapor (in cubic
meters)
1
578
1,592,913
136
Subtotal
24
-
51,967,338
13,126
Total: NT$126,632,957
8. 2024 Environmental Investments
Walsin actively introduces advanced recycling equipment and combines various management systems and
methods to minimize the adverse impact of production activities on the environment, including reducing
emissions and improving recycling rates, introducing a complete environmental monitoring system to inventory
potential polluted areas, and taking preventive and improvement measures in advance. We spent a total of
NT$680,836,624 on environmental protection equipment and expenses in 2024.
2024 Environmental Investments by Walsin
Category of
Environmental Protection
Costs
Taiwan
China
Malaysia
Amount
%
Amount
%
Amount
%
Environmental Protection
Equipment Costs
56,569,000
14%
130,036,811
46%
0
0%
Environmental Protection-
Related Management
Costs
331,838,373
83%
118,727,128
42%
140,794
44%
Other Environmental
Protection-Related Costs
11,844,150
3%
31,502,516
11%
177,852
56%
Subtotal
400,251,523 100%
280,266,455
100%
318,646
100%
Total
680,836,624
Note: The figures above are sourced from our Sustainability Report 1.2.1 "Environmental and Energy
Management Policy"
5. Employees-employer relations
(1) Worker-Management Relations and Welfare
The pursuit of excellence, innovation and learning and friendly environment form the basis of sustainable
development at Walsin Lihwa. Its respect and attention to "people" is reflected in its human resources
management systems and various worker-management relations mechanisms, which are described as follows:
1. Smooth worker-management communication channels
(1) In 1976 the Company established an industry union to advocate suitable policies and the voice and proposals
of workers are communicated using an employer and employee dual-channel communication method.
(2) The union's negotiation meetings between employer and employee representatives are held each quarter.
Union representative conferences are held every year to establish a good bridge of communication between
153
employers and employees. Walsin has not entered into a group agreement with the industry union. Although
the Company has established a union, the Company has not yet entered into a group agreement with it
because the union has not requested a group agreement from the Company to date.
(3) The Company publishes the "Walsin People Digital Newsletter" to share information on critical business
operations and management. The company has also established an international communication platform
to hold online events and opinion surveys.
2. The Company's remuneration policy is planned on the principle of being able to attract and retain talent:
(1) Salary: The Company ensures that its overall remuneration is competitive in the market by referencing
market salary surveys and the compensation information among its peers. The Company's
remuneration policy considers the following principles:
• A reasonable and competitive overall remuneration based on the market value of each
professional function and the employee's contribution to their responsibilities.
• Bonus payments are made in accordance with the Company's operational performance, the
achievement of team objectives and the employee's personal contribution and performance.
• Employees are paid and compensated on the basis of their academic experience, technical
expertise, professional seniority and personal performance, without discrimination based on
gender, race, religion, political affiliation, marital status or union affiliation.
• The starting salary standards for fresh graduates and foreign workers comply with local laws and
regulations.
• We create harmonious labor relations within the scope of the law, in accordance with the relevant
local laws and regulations.
(2) Bonuses and Rewards: The reward and compensation system offered by the Company is mainly designed
to motivate employees who perform well in their work. Performance bonuses and
production bonuses are granted based on the Company's operational performance,
achievement of team goals and individual performance, and employees are
remunerated according to the Company's profitability.
3. We also provide a diverse welfare system that includes the following:
Insurance & Protection
Subsidies
Other Benefits
• Labor insurance
• Health insurance
• Group
insurance
(life
insurance, accidental injury
insurance,
hospitalization
insurance, cancer insurance,
etc.)
• Overseas Travel and Expatriate
Insurance
• Regular health checks for all
staff
• Monthly pension payment
• Severance payments, pensions
• Travel Subsidies
• Subsidies for club activities
• Wedding and Funeral Grant
• Maternity benefit
• Supervisor's Health Benefits
• Hospitalization condolences
• Scholarship
for
Staff
and
Children
• Various
interest-free
loans
(emergency loans, education
loans for employees' children,
home purchase loans)
• Birthday Gift Vouchers
• 3 Festival Gift Money (Voucher)
• Labor's Day Souvenirs
• Staff dorms (for some factories)
• Commuter Bus (Factories)
• Provide annual leave of absence on
a pro rata basis upon onboarding,
which is better than what is
provided by law
• Organize lectures about health, life,
soul, financial management, and
travel for colleagues
• Discount for employees by signing
contracts with vendors
• Gold medal for senior staff
• Massage and relief services
4. Under the "Walsin Lihwa Employee Learning and Development System," each employee is incorporated into
the Company's operating strategies, policies and target objectives based on his/her capabilities, job
performance and career development. This enables employees, job performance and the organization to be
fully integrated and to achieve synergies in employee learning and development. The content of the system
includes the following:
(1) Professional talent training in all levels
(2) Management talent training
(3) New employee orientation
(4) Employee general education courses
(5) Self-motivation course
(6) Quality and safety awareness course
Business Overview
154
In 2024, the Company spent a total of NT$49,000,000 on employee education and training. Details are as follows:
Total training participation
Total training hours
Average training hours per
employee
76,099
274,227
24
Training statistics above include data from Taiwan and the subsidiaries in China.
5. Retirement system:
To provide job security to employees, the Company has established a retirement system pursuant to regulatory
requirements with specific measures as follow:
(1) Established a "Pension Oversight Committee" in 1986, whereby workers' pension funds (which account for 2
% of the total salary payments to all old pension scheme employees) are deposited monthly into a pension
account at the Bank of Taiwan.
(2) The Company has commissioned external consultants to prepare a pension fund actuarial report annually
since 1994 and set aside a pension reserve fund each month based on the actuarial report in order to satisfy
pension applications made by employees eligible for retirement. In 2024, NT$5,843,000 was set aside for the
pension reserve fund.
(3) In line with the implementation of the new pension system in 2005, the company has continued the issuance
of the pension fund to retired employees who have elected to receive the pension under the old system. As
for employees adopting the new system, 6% of their salary will be monthly withdrawn as retirement pension
and deposited into each employee's personal account at Labor Insurance Bureau. Employees may voluntarily
contribute within the 6% to satisfy personal demand in retirement preparation based on personal needs. For
the year ended December 31, 2024, the amount of NT$325,361,000 that should have been appropriated
according to the percentage specified in the defined benefit plan was recognized in the consolidated
statement of income of the Company.
(4) According to the revisions of the Labor Standards Act in 2015, the Company assesses the balance in the
designated labor pension reserve funds account, calculate required labor pension funds for the laborers who
meet the legal retire criteria in the follow following year and make up the difference before the end of March
the following year. As of the end of 2024, it was estimated that the balance in the labor pension reserve fund
account is sufficient to cover the retirement payments for employees expected to meet the legal retirement
conditions in 2025.
(5) In addition to compliance with the aforementioned retirement regulations and in recognition of the
contributions made by retired employees, the company also issues commemorative medals and awards to
retired employees. Meanwhile, the Employee Welfare Committee as well as the industry union has also
issued retirement souvenirs to fully reflect the company's gratitude towards retired employees.
(6) For employees in China, the subsidiaries enroll their employees in pension plans as required by law and make
monthly contributions to the pension plans according to the local regulations in order to provide adequate
retirement protection for the employees.
6. Employee Code of Conduct:
To ensure that employees comply with obligations to the Company, customers, competitors and suppliers
during business operations, the Company has established an Employee Code of Conduct in order to regulate
employee behavior. The highlights of this Code are as follows:
(1) Obligation to the Company: All Company employees must be dedicated, studious, conform to all rules of the
Company and ensure confidentiality.
(2) Obligation to customers: When conducting business dealings in representation of this Company, the
employee's attitude must be humble and without any arrogance or pride lest damaging the Company's image.
(3) Obligation to competitors: The Company's employees should gather competitor information to serve as a
reference for Company strategy in a legal and open manner.
(4) Obligation to suppliers: Negotiations and transactions with suppliers by employees must uphold the
principles of fairness, reasonableness and reciprocity in order to achieve a win-win result.
7. As a guide for employees to follow ethical standards and corporate governance, the Company has established
additionally an Employee Code of Ethical Conduct. The highlights of this Code are as follows:
(1) Prevention of conflicts of interests
(2) Prevention of opportunities to obtain personal gains
(3) Duty of confidentiality
(4) Fair trade
(5) Protection and appropriate use of Company assets
(6) Legal compliance
(7) Prohibition of gifts, bribes or any improper benefits
(8) Prohibition of external communication of information against the Company
155
(9) Equal employment opportunity and prohibition of discrimination
(10) Health and safety in workplace
(11) Correctly prepared documents and duty to maintain records
(12) Respect for intellectual property
8. Atypical Labor Rights Protection:
The Company categorizes the employment of atypical labor into two main types: labor dispatch and labor
outsourcing. The management of human rights for atypical labor is conducted in accordance with the Company's
internal employment management rules and the systems of labor dispatch and labor outsourcing. In addition
to overall benefits, such laborers are entitled to the same employment conditions as formal employees of
Walsin, and they also enjoy basic protections such as labor and national healthcare insurance.
Prior to collaborating with labor dispatch or labor outsourcing vendors, the Company first understands their
compliance with labor laws, which serves as the basis for evaluating whether to cooperate. Furthermore, given
that the Company's contracts are signed on an annual basis, before each annual contract renewal, the Company
voluntarily conducts inquiries, audits, or other necessary actions regarding the legality of the labor conditions
of dispatched or outsourced laborers, to ensure that cooperating vendors continuously comply with relevant
regulations.
(2) Protective measures taken to ensure a safe working environment and maintain employees' personal
safety
Walsin Lihwa's ESH and energy policy is "Green Manufacturing, Happy Enterprise and Sustainable Management".
The health and safety system and administrative measures are as follows:
1. To enhance occupational safety and health management (including fire safety management) and fully
implement the Occupational Safety and Health Management System (ISO 45001), the application covers all
plants in Taiwan (Hsinchuang, Yangmei, Taichung, Yenshui), mainland China plants (Shanghai Walsin, Jiangyin
Alloy, Changshu Walsin, Yantai Walsin), Indonesian plants (PT. Walsin Nickel Industrial Indonesia and
PT.
Sunny Metal Industry), and CSA, encompassing all workers (employees, contractors, and visitors). The overall
coverage rate is 83.97% for employees and 98.86% for non-employees (contractors), excluding Taipei
headquarters, PT. Walhsu Metal Industry, Nanjing Walsin (Real Estate), and Walsin Precision in Malaysia, which
have not yet passed certification. The Company continues to use the PDCA cycle for dynamic review and
improvement, management methods for prevention of recurrence, and internal audits and exercise, and to set
and track annual occupational safety and health performance indicators, in a view to enhancing workplace
safety for colleagues and establishing a comprehensive and friendly workplace. In terms of safety and health
performance indicators, this includes proactive indicators such as key system promotion, support from senior
management at each plant, and disclosure of management systems; reactive indicators such as work-related
accidents and penalties from competent authorities; and indicators such as the frequency and items of general
(special) health examinations. In fire safety performance management, each plant is fully staffed with fire
management personnel (firefighters/security supervisors/fire equipment area autonomous management
personnel), implements fire equipment maintenance management, and regularly conducts full-staff fire escape
drills and fire self-defense organization drills.
2. Designated health and safety and environmental management units or staff
Each of Walsin Lihwa's domestic and overseas plants also has its own Occupational Safety and Health
Committee (in Taiwan)/Safety Production Committee (in China). Those committees include certain labor
representatives to participate in and discuss matters relating to occupational safety and health. The number of
labor representatives in the safety and health committees set up in Taiwan factories in accordance with the law
are in line with the regulatory requirements. These committees hold meetings every quarter. In addition to the
passing down of practical experience and the dissemination of ethical principles in occupational safety, we
provide a platform for the exclusive Environmental Safety and Health Committee meeting minutes system and
an electronic signature system for quarterly meeting results, and send internal newsletters through the intranet
with work-safety-related emails to share our experiences.
Note 1: All plants in Taiwan have established Occupational Safety and Health Committees (abbreviated as OSH
Committees) in accordance with the law, with the number of labor representatives meeting regulatory
requirements. Plants in Mainland China, Malaysia, and Indonesia maintain Safety Production
Committees.
Plants
Total General
Members
General Members
Labor
Representatives Meetings Times Labor Percentage
Taiwan
102
68
34
28
33.33%
China
45
41
4
16
8.89%
Malaysia
20
10
10
4
50%
Indonesia
24
16
8
16
33.33%
Italy
68
41
27
53
39.71%
Business Overview
156
Note 2: (1) Percentage = Number of labor representatives/Total committee members × 100%.
(2) Taiwan regulations stipulate that labor representatives must constitute at least 1/3 of committee
membership; overseas plants have no such requirement.
3. Safe Workplace and Friendly Management
In 2024, there were 109 employee work-related injuries (including 1 fatal injury at PT. Walsin Nickel Industrial
Indonesia, but excluding 160 minor injuries). The recordable injury rate was 1.02% (number of work injuries as
a proportion of total employees). The overall accident frequency was higher than in 2023. Analysis showed that
frontline technical operators still had the highest occurrence rate (85%) (This analysis excludes CAS). The
primary injury types were entanglement injuries (20%), followed by cuts (15%) and impact injuries (15%). For
non-employees, there were 13 work-related injuries (including 2 fatal injuries, but excluding 13 minor injuries).
The primary injury types were impact injuries (31%), followed by falls (23%). All related accident risks and
deficiencies have been promptly addressed through hardware protection and management measures. In 2024,
there were no incidents of fire or chemical leakage across all subsidiaries of the Company.
The goal of occupational safety management is to deeply instill safety awareness and knowledge in every
worker, forming what is known as a "safety culture." This year, Walsin analyzed workplace accident cases from
the past five years (Taiwan and Mainland China regions, 198 cases in total) to facilitate departmental proposal
systems and self-management activities (team meetings). This initiative encouraged colleagues to improve
workplace hardware and operational procedures. The on-site Safe Job Procedure (SJP) involved operational
personnel and team members jointly reviewing existing regulations (126 SOPs), followed by discussions to align
with and revise SJP and risk assessments for collective compliance. This approach ensures every worker can
participate in work safety discussions and guarantees that employees can understand, remember, and follow
the procedures. Although overall injuries increased this year, this project has contributed to a downward trend
in the second half of the year.
Note 1: Minor injury: refers to the non-temporarily incapacitated state: unable to work on the day of injury,
but can resume normal operation the next day.
4. Training on occupational safety and health for workers
In addition to legally mandated training, necessary training is conducted based on departmental operations,
on-site job types, and the annual safety training plan requirements of the business unit. Regular training plans
are also established for environmental and safety responsibilities, fire escape drills, special operation personnel,
and emergency response drills, along with a comprehensive environmental and safety certification system in
place to keep track of the certification trends and needs of each site.
Occupational Safety
and Health
Educational Training
New Recruit
Training
In-Service Personnel
Training (internal training)
In-Service Personnel
Training (external training,
including for license
acquisition)
Pre-Site Training for
Contractors
Plants
Number of
Persons
Number of
Times
Number of
Persons
Number of
Times
Number of
Persons
Number of
Times
Number of
Persons
Plants in Taiwan
487
10,238
473
438
188
530
137
Plants in China
272
15,095
120
441
87
1,917
384
Plants in Malaysia
41
150
16
5
5
0
0
Plants in Indonesia
894
4,403
2,246
117
594
456
482
Plants in Italy
492
8,556
935
886
135
559
160
Subtotal
2,186
38,442
3,790
1,887
1,009
3,462
1,163
5. Optimization of Contractor Management
All Walsin factories in Taiwan and China implemented the "Walsin Lihwa Contractor Management Principles,"
with all contractors required to sign the "Environmental, Safety, and Health Commitment" and comply with the
"Contractor Instructions" (coverage rate of 100%). Regular kickoff meetings and contractor agreement meetings
are held, and contractors must undergo relevant contractor training before they can qualify for entry to the site
(or the plant). We manage site contractors' entry/exit information through "Contractor Management System."
In 2024, there was a cumulative number of contractor entries at 7,822 (calculated by the number of control
cards). All plants continue to implement the "Walsin Lihwa Contractor Safety and Health Management Blue
Book," "Standardization of Contractor Safety and Health Management Regulations," "Contractor Insurance
Standards," and access control, issuing a total of 704 notices for improvement and 131 penalty tickets for
violations. In 2024, there were 2 fatal contractor injuries (1 at Yantai plant and 1 at Yenshui plant), 11 contractor
injuries (at CAS), 13 minor injuries (5 at Yantai plant, 2 at Yenshui plant, and 6 at CAS), and 3 near-miss incidents
(at CAS), with the related deficiencies immediately rectified, and the focus issues have been promoted. No
contractor fires occurred in any work environments at Walsin plants in 2024.
6. Compliance with Occupational Safety and Health Regulations
In 2024, there were a total of five significant penalties (with each fine exceeding NT$700,000) for violations of
the Occupational Safety and Health Act in the Taiwan Plants. In the Mainland China, Southeast Asia, and Europe
Plants, there were no violations with fines exceeding NT$100,000. In response to the relevant violations, we
will continue to review each accident and penalty event, as well as high-risk hazardous operations and
equipment, high-frequency near miss events by focusing on hidden dangers based on projects, and we will,
157
through information systems, gradually help improve personnel safety awareness, with real-time control of
machinery and equipment, (raw) materials and chemicals control, and gradual construction of a regulatory
cloud information system, to optimize our occupation, safety, and health management system.
In 2024, the Company did not have any fire, explosion, or chemical leakage. Note: The standard for disclosure
of major fines is NT$100,000/RMB22,000.
7. Establish friendly, safe and healthy workplace through health promotion
(1) Occupational Safety and Health Activity Highlights
Employees are the most precious assets of a company, and Walsin Lihwa designs feasible employee health
promotion plans every year. The Company conducts health inspections and analysis of results based on risk
management, as well as on hazardous operations and special groups of hazardous operations (such as noise,
free radiation, dust, high temperature, lead, manganese, nickel, and hexane operations) in the plants, and
establishes health protection plans for hazardous operations, to ensure that employees have a good
working environment and avoid occupational diseases.
In 2024, through health promotion seminars and activities, efforts were made to enhance employees'
health awareness and guide them in changing health behaviors and habits, while acquiring correct health
knowledge. In 2024, a total of 151 related health education seminars were conducted, with a cumulative
participation of 5,562 individuals. Additionally, 12 female employees received maternal labor health
protection.
(2) Results of Health Promotion Activities
Health Promotion
Number of Times
Number of Attendees
Health Promotion - Dynamic Activities
31
1,292
Health Issues - Static Lectures
59
1,101
Safety First Aid Education and Training
52
2,614
Blood donation for charity
9
555 (936 bags of blood donated)
(3) 2024 Promotion of Healthy Workplaces
The Hsinchuang Plant was awarded the 2024 Health Workplace Certification - Health Promotion Mark.
The Taichung Plant received the 2024 Outstanding Health Workplace - Health Management Award from
the Health Promotion Administration.
The Yenshui Plant was awarded the 2024 Sports Enterprise Certification by the Sports Administration of
the Ministry of Education.
(4) Specific Measures and Implementation Results for Chronic Disease Prevention (Obesity, Hypertension,
Hyperglycemia, and Hyperlipidemia) in 2024
The Company has implemented the following specific measures to prevent obesity and hypertension,
hyperglycemia, and hyperlipidemia among employees: The Company arranges regular health examinations
for all employees, achieving a 100% examination rate. For individuals with elevated BMI, abnormal blood
pressure, blood sugar, or blood lipids, individual health management files are established. These employees
receive one-on-one physician consultations and, when necessary, are referred to professional medical
institutions for further treatment. Additionally, the Company invites professional nutritionists to provide
health education seminars on healthy eating and organizes activities such as smoking cessation programs,
fat and weight reduction initiatives, walking competitions, and core strength building programs.
Through these preventive measures, the overall percentage of employees with blood sugar abnormalities
decreased from 24.1% to 19.8%, and the percentage of cholesterol abnormalities decreased by 1.5%. The
average satisfaction rate for participation in health promotion activities exceeded 92.5%.
(3) From the most recent year to the date of publication of this Annual Report, any labor-management
disputes and resulting losses suffered by the Company and its countermeasures: None.
6. Information Security Management
(1) Describe the risk management framework for information and communications security, information
and communications security policies, specific management plans, and resources devoted to
information and communications security management.
Walsin Lihwa's dedicated information security team is committed to strengthening the overall information
security protection capability of the enterprise, to enhance the enterprise's information security rating, meet
customers' information security requirements, and fulfill the commitment to information security goals for
customers, shareholders, and all stakeholders. Walsin Lihwa has strengthened its information security year after
year from four aspects: IT governance, personnel/device protection, network/system control, and perimeter
defense.
Business Overview
158
In response to the increasingly severe cybersecurity threats, Walsin has implemented high-standard cybersecurity
defense in depth based on the NIST CSF and CISA ZTA frameworks. This approach effectively identifies the
information security risks faced by the enterprise and promptly applies effective control measures to reduce
information security risks.
We have enhanced the management of high-privilege accounts, host security monitoring and security testing,
application security enhancement, external service vulnerability improvement, network security segmentation,
introduction of information security monitoring mechanisms (SOC), strengthening cloud information security
management, and enhancing colleagues' awareness of information security. Walsin will continue to optimize
cybersecurity protection by introducing an integrated cloud and on-premises security management framework,
gradually transitioning information systems and backup mechanisms to the cloud. This will enhance operational
efficiency and the level of cybersecurity, supporting the realization of the "net-zero carbon emissions" goal.
1. Risk management framework for information and communications security
To build a "digitally sustainable" information system architecture and promote the corporate goal of "digital
transformation," Walsin Lihwa has promoted an information security strategy plan centered on
"strengthening information security resilience" by establishing an overall information security protection
platform, perfecting information security technical protection measures, demonstrating proactive defense
capabilities, and laying the foundation for digital sustainability, in line with the government's policy goal of
"information security equals national security."
Walsin has established its information security risk management framework with a dedicated information
security organization, senior executive participation, and alignment with international information security
standards, specifying relevant information security policies and regulations to implement information security
management.
Dedicated Information Security Organization: In response to the corporate transformation and
enhancement of information security management, Walsin Lihwa has established a dedicated information
security organization - "Information Security and System Operation &Management Division" and, in 2022,
appointed a Chief Information Security Officer (CISO), an information security manager, and two or more
dedicated information security personnel. The division is responsible for formulating information security
policies, planning, coordinating and implementing information security protection measures, performing
information security risk assessment and management, developing a complete information security plan,
and promoting information security management and solutions year by year.
Participation of Senor Executives: The Company has established the IT Steering Committee, which is the
information security management and decision-making body for the head office and business units, and is
responsible for reviewing and deciding on matters related to information security management. There are
also several members on the Board of Directors with backgrounds in information security in the Audit
Committee to supervise and review the promotion of information security policies.
Implementation of Information Security Management: In 2022, Walsin Lihwa implemented ISO 27001
Information Security Management System (ISMS) and obtained certification from a third-party
certification body to fully manage its information security through PDCA. In 2024, Walsin successfully
obtained the new ISO 27001:2022 certification, further strengthening the security protection of threat
intelligence, configuration management, and cloud services. We have built up the confidentiality, integrity,
and availability of information security management system of our organizations comprehensively, and
strengthened our information security management continuously through different management plans in
such aspects as prevention beforehand, monitoring during the event, and response after the event.
2. Information Security Policies and Goals
The goal of information security at Walsin is to maintain the confidentiality, integrity and availability of sensitive
information, such as customer data and business information. Therefore, all of our employees, internal and
external information service users and third-party outsourced service providers should work together to follow
and achieve the following policies and objectives:
To protect the Company's confidential information from being accessed, altered, or damaged in an
unauthorized way or improperly disclosed, in accordance with various laws and regulations.
To protect information on the Company's business activities from unauthorized access or disclosure, and
to ensure the accuracy of all business information.
To establish a complete business continuity plan and information security incident management
procedures, to ensure that incidents are responded to, controlled and handled properly, and by conducting
regular drills, to ensure the continuous operation of information systems or services.
To handle and protect personal information and intellectual property rights in a prudent manner in
accordance with the relevant domestic and foreign regulations in respect of the Personal Information
Protection Act and the intellectual property law.
To perform regular information security compliance audits to review the implementation of the
information security management system.
All employees shall maintain a high level of information security awareness at all times, and supervisors at
all levels shall assume ultimate responsibility for information security supervision, management and
159
training, to achieve the goal of reducing the risk of information use through various activities, such as
management review, risk assessment, internal audit, education and training, and information security
drills.
All staff of the Company shall follow information security policies, management practices and standard
procedures, and violations of information security policies and related regulations shall be handled in
accordance with relevant laws and regulations or the Company's regulations.
3. Construction of the resilience of corporate information security and implementation of information security
management
We have drafted information security plan to promote information security policy year by year, to introduce
information security system and process specification, and to continuously establish complete information
security technical protection measures.
The specific management plan will be gradually achieved in five stages, "Internal and External Segregation",
"Physical Fitness", "Insight", "Smart Security", and "Behavior Analysis", with four components, "IT
Governance", "Data and Device Protection", "Network and System Control", and "Boundary Defense".
The specific management plans:
1. Planning and establishing data protection mechanisms to reduce risk of leaking confidential information.
2. Continuously introducing advanced information security solutions to effectively protect and manage
system, host and network behavior.
3. Strengthening external information service protection to enhance the ability to block hacker attacks.
4. Regularly organizing educational training to promote new information security knowledge and to raise
employees' awareness of information security.
5. Regularly conducting disaster preparedness drills for important systems, so that in the event of a
disaster, operations may be quickly resumed to ensure the company's operational sustainability.
6. Improving the protection capability of endpoints, servers and network devices by introducing Endpoint
Detection and Response (EDR).
7. Introduction of information security monitoring mechanisms (SOC) to establish effective real-time
incident handling and response capabilities.
8. Walsin Lihwa introduced the ISO 27001 Information Security Management System (ISMS) in 2022 and
obtained certification from a third-party verification institution, thereby implementing information
security management with PDCA. We have comprehensively built the confidentiality, integrity, and
availability of the organization's information security management system, and according to different
management planning in the aspects of prevention, monitoring, and response, in order to assist the
enterprise in continuously strengthening information security management.
9. Strengthening cloud information security management and achieving ESG digital sustainability purposes
through ZeroTrust.
Business Overview
160
10. Introducing AI automation technology to assist in cybersecurity detection and protection.
4.
Investment in cyber security management resources
The corresponding information security management issues and the resources to be invested are
summarized as follows:
1. Major issue: "Information Security Management" was included as one of the "Major Issues" in the
Company's sustainability report for 2024.
2. Dedicated organization: A dedicated information security organization, "Information Security and
System Operation & Maintenance Division," was established and a Chief Information Security Officer
(CISO), an information security manager, and two or more dedicated information security personnel
were appointed, responsible for drafting and amending information security policies, as well as
planning, coordinating, and executing information security protection measures.
3. Management review: The IT Steering Committee holds at least one management review meeting
annually to audit the information security policy and its implementation and execution, in order to
ensure the effectiveness and appropriateness of the standardized information security policy in
compliance with relevant laws and the requirements of competent authorities.
4. Information security certification: We pass the ISO27001 Information Security Management System
(ISMS) certification annually, while there are no significant deficiencies in our related information
security audits.
5. Stakeholder issues: In 2024, no major cyber security incidents or confidential information leakage
occurred, nor did any other event cause losses to the Company and its customers.
6.
Advocacy and training: The Company continues promoting a month-long information security awareness
campaign annually, as well as implementing mandatory information security education training courses
for all employees. In 2024, the number of participants exceeded 2500. In 2024, 12 email social
engineering drills were conducted, with more than 2500 participants, and colleagues who failed the
social engineering drills were required to participate in online information security courses and
complete the test. Walsin is committed to implementing and executing cybersecurity incident reporting
management and drills.
7.
Information security regulations: In addition to revising all information security regulations in 2022,
three and 13 information security regulations were revised in 2023 and 2024 respectively to comply
with domestic and international legal requirements and respond to changes in the external
environment.
8. Information security testing: Four third-party information security risk testing operations were
conducted in 2024.
(2) In 2024, no major cyber security incidents or confidential information leakage occurred, nor did any other event
cause losses to the Company and its customers.
161
7. Material Contracts
(1) Walsin Lihwa Corporation
Nature of
Contract
Parties
(Contracting Entity of
the Other Party)
Contract Start/End
Dates
Main Content
Restrictive Clauses
Loan
Agreement
DBS Bank
The agreement was
signed on March 23,
2020, with the
maturity of the loan
falling on April 15,
2025
The loan is a five-year
facility in a total amount of
USD 300 million.
1. Current ratio>=100%
2. Debt ratio<=120%
(Net liabilities/Tangible
net worth)
3. Interest coverage
ratio>=150%
4. Tangible net worth>=
NT$55 billion
Guarantee
Agreement
Lenders of RMB
syndicated term loan:
CTBC Bank (Arranger),
Mega Bank, First
Commercial Bank, and
Chang Hwa Bank
The agreement was
signed on February 6,
2024, with the
maturity of the loan
falling on February 7,
2029
The loan is a five-year
facility in a total amount of
RMB 800 million.
1. Current ratio>=100%
2. Debt ratio<=120%
(Net liabilities/Tangible
net worth)
3. Interest coverage
ratio>=300%
4. Tangible net worth>=
NT$80 billion
Guarantee
Agreement
NT$ Syndicated Term
Loan Bank Syndicate:
Mega Bank (Arranger),
Taishin International
Bank, Chang Hwa Bank,
E.SUN Bank, Land Bank
of Taiwan, Hua Nan
Bank, First Commercial
Bank, Taiwan Taiwan
Cooperative Bank,
Fubon Commercial
Bank, and KGI Bank
The agreement was
signed on 2024/04/09,
with the maturity of
the loan falling on
2031/06/04
The loan is a seven-year
facility in a total amount of
NT$13.74 billion.
1. Current Ratio >= 100%
2. Debt Ratio <= 120%
(Net Debt/Tangible Net
Worth)
3. Tangible Net Worth >=
NT$80 billion
4. Interest Coverage Ratio
>= 3
Land Lease
Agreement
Taiwan International
Ports Corporation,
Kaohsiung Port Branch
Effective from March
21, 2022; 20 years
after the
commencement of
operation
1. Lease of approximately 18.38
hectares of land in A6 of the
first phase of the Kaohsiung
Port
Intercontinental
Container Center;
2. The
annual
rent
is
NT$13,971,738,
and
the
annual fixed management fee
is NT$13,971,738.
No rights under the
agreement may be
transferred without the
consent of the Lessor.
Land Lease
Agreement
Taiwan International
Ports Corporation,
Kaohsiung Port Branch
Effective from
November 3, 2023; 20
years from the date of
delivery
1. Lease of A6 Port for the first
phase of the Kaohsiung Port
Intercontinental
Container
Center and the right to use the
rear land of approximately
376 hectares;
2. The annual rent is NT$8,150,
and
the
annual
fixed
management fee is NT$8.5
million.
No rights under the
agreement may be
transferred without the
consent of the Lessor.
Equity
Trading
CNGR Hong Kong
Material Science &
Technology Co., Limited
2024/03/29
1. Disposition of 20% equity in
Singapore Innovation West
Mantewe Pte. Ltd.
2. Disposition proceeds: USD
58,652,000.
None.
Business Overview
162
(2) Walsin (Nanjing) Development Co., Ltd.
Nature of
Contract
Parties
(Contracting Entity of
the Other Party)
Contract Start/End
Dates
Main Content
Restrictive Clauses
Construction
Agreement
38 companies, including
Nanjing Construction
Design Research
Institute Co., Ltd.
2022/01/06-
2028/06/30
1. Design, consultancy, and construction
for Walsin Centro Plot AB, Phases II & III.
2. Cumulative Amount: RMB50,250,000.
None
Operational
Property
Support
Loan
Agreement
Industrial and
Commercial Bank of
China Limited, Nanjing
Xinjiekou Sub-branch
2024/12/20 -
2039/12/20
We use Phase II of Project NO.2004G51AB
as financing asset to borrow RMB 2 billion
from the party for refinancing related
party loans, paying project tail payments,
and decoration/renovation costs.
None
(3) Yantai Walsin Stainless Steel Co., Ltd.
Nature of
Contract
Parties
(Contracting Entity of
the Other Party)
Contract Start/End
Dates
Main Content
Restrictive Clauses
Sale and
Purchase of
Real
Property
China Merchants Real
Estate (Yantai) Co., Ltd.
April 17, 2023
1. Acquisition of real property
2. Amount:
Approximately
RMB129,765,000
None
Construction
Agreement
25 companies, including
China Construction
Eighth Engineering
Division. Corp. Ltd.
2022/01/12-
2023/12/31
1. Civil construction for Yantai Plant
2. Cumulative Amount: RMB689,879,000. None
Loan
Agreement
Lenders of RMB
syndicated term loan:
CTBC Bank (Arranger),
Mega Bank, First
Commercial Bank, and
Chang Hwa Bank
The agreement was
signed on February
6, 2024, with the
maturity of the loan
falling on February
7, 2029
The loan is a five-year facility in a total
amount of RMB 800 million.
The total amount of
shareholders' equity
and the amount
borrowed by
shareholders or
affiliates shall not
be less than RMB1.8
billion.
Construction
Engineering
Contract
Yantai Hongqi Real
Estate Co., Ltd.
2025/01/01
1. Yantai Renewable Resources Project
Construction
2. Amount approximately RMB3,559,000
None
Construction
Engineering
EPC Contract
Bomei Intelligent
Technology (Shanghai)
Co., Ltd.
2025/01/20
1. Yantai Ultra-low Emission Retrofit
Project; Amount: RMB213,550,000
None
163
(4) Dongguan Walsin Wire & Cable Co., Ltd.
Nature of
Contract
Parties
(Contracting Entity of
the Other Party)
Contract Start/End
Dates
Main Content
Restrictive Clauses
Equity
Trading
Hangzhou Futong Group
Co., Ltd.
Obtaining control
on February, 2024
1. Dongguan Walsin Wire & Cable Co.,
Ltd. acquired 60% equity of Hangzhou
Walsin Power Cable Co., Ltd.
2. Acquisition Price: Approximately
RMB301,864,000.
None
(5) Walsin Energy Cable System Co., Ltd.
Nature of
Contract
Parties
(Contracting Entity of
the Other Party)
Contract Start/End
Dates
Main Content
Restrictive
Clauses
Joint
Venture
Agreement
Walsin Lihwa
Corporation
NKT HV Cables AB
Effective from
March 1, 2023
In order to jointly develop the submarine
cable business, Walsin Lihwa Corporation
and NKT HV Cables AB jointly established
Walsin Energy Cable System Co., Ltd.
None
Technical
Consulting
Agreement
and
Technology
Licensing
Agreement
NKT HV Cables AB
Effective from
March 1, 2023
In order to jointly develop the submarine
cable business, NKT HV Cables AB provides
technical consultation and licenses its
technology to Walsin Energy Cable System
Co., Ltd.
None
Land
Sublease
Agreement
Walsin Lihwa
Corporation
Effective from 5
May 2023, and 20
years from the date
of commencement
of operation
1. In order to develop the submarine cable
business, it subleased to Walsin Lihwa
Corporation a total of about 18.38
hectares of the rear land of the first phase
of Kaohsiung Intercontinental Container
Terminal Project;
2. The annual rent is NT$13,971,738, and
the annual fixed management fee is
NT$13,971,738.
This sublease was
carried out with
the consent of
the Lessor.
Engineering
Contract
Chung-Lu Construction
Co., Ltd.
2023/09/28 -
2025/11/30
1. Commissioned for civil engineering
construction of the plant for the
development of submarine cable
business.
2. Total Amount of Civil Engineering:
NT$1,159,541,000
None
Construction
Agreement
Chung-Lu Construction
Co., Ltd.
1. From July 17,
2023 to May 31,
2025
1. In order to develop the submarine cable
business, the contractor was
commissioned to construct the civil works
for the plant.
2. Cumulative amount of civil works:
NT$4,664,625,000
None
Business Overview
164
Nature of
Contract
Parties
(Contracting Entity of
the Other Party)
Contract Start/End
Dates
Main Content
Restrictive
Clauses
Loan
Agreement
NT$ Syndicated Term
Loan Banks: Mega Bank
(Arranger), Taishin
International Bank,
Chang Hwa Bank, E.SUN
Bank, Land Bank of
Taiwan, Hua Nan Bank,
First Bank, Taiwan
Cooperative Bank,
Fubon Commercial
Bank, KGI Bank
The agreement was
signed on
2024/04/09, with
the maturity of the
loan falling on
2031/06/04
The loan is a seven-year facility in a total
amount of NT$13,740,000,000.
None
(6) Borrego Energy, LLC
Nature of
Contract
Parties
(Contracting Entity of
the Other Party)
Contract Start/End
Dates
Main Content
Restrictive
Clauses
Equity
Trading
Anza RE Buyer, LLC
February 24, 2023
1. Borrego Energy, LLC formed a wholly
owned subsidiary, Anza RE, LLC, with the
business of its solar and energy storage
sourcing and trading platform division and
completed the disposition of the business
of the solar and energy storage sourcing
and trading platform division through the
sale of its equity interest in Anza RE, LLC.
2. Disposition Price: US$26,740,000
None
(7) Cogne Acciai Speciali S.p.A
Nature of
Contract
Parties
(Contracting Entity of
the Other Party)
Contract Start/End
Dates
Main Content
Restrictive
Clauses
Equity
Trading
Com.Steel S.p.A.
January 26, 2024
1. Cogne Acciai Speciali S.p.A. has acquired
65% of the shares of Com. Steel Inox S.p.A.
(based in Italy).
2. Acquisition Price: Up to EUR 28,000,000.
None
Equity
Trading
Mannesmann Stainless
Tubes GmbH
2024/02/19
1. Cogne Acciai Speciali S.p.A acquires 100%
equity of Mannesmann Stainless Tubes
GmbH in Germany.
2. Acquisition Proceeds: Not exceeding
EUR135,000,000.
Loan
Agreement
Citibank N.A.
The agreement was
signed on
2024/10/23, with
the maturity of the
loan falling on
2027/10/23
The loan is a three-year facility in a total
amount of EUR130,000,000.
Walsin Europe
S.a.r.l uses
equivalent USD
deposits as
security.
165
(8) PT. WALHSU METAL INDUSTRY
Nature of
Contract
Parties
(Contracting Entity of
the Other Party)
Contract Start/End
Dates
Main Content
Restrictive
Clauses
Construction
Agreement
PT. PERINTIS MAKMUR
INDONESIA
June 26, 2023 –
September 19, 2024
1. Commissioning of construction on land
2. Amount: US$37,400,000
None
Buying and
Selling of
Equipment
Eternal Tsingshan Group
Limited
June 26, 2023
1. Procurement of high-grade nickel matte
converter equipment.
2. Amount: US$49,330,000
None
(9) Walsin Lihwa Europe S.a r.l.
Nature of
Contract
Parties
(Contracting Entity of
the Other Party)
Contract Start/End
Dates
Main Content
Restrictive
Clauses
Equity
Trading
The counterparty to the
transaction is a natural
person and not a related
party of the Company;
thus, their name is
exempt from disclosure.
August 2, 2024
1. Acquisition of 9.79% equity in MEG S.A.
2. Acquisition proceeds: approximately EUR
41.2 million.
None.
(10) MEG S.A.
Nature of
Contract
Parties
(Contracting Entity of
the Other Party)
Contract Start/End
Dates
Main Content
Restrictive
Clauses
Equity
Trading
Eugenio Marzorati,
Com.Steel S.p.A., and
natural persons who are
not related parties of
the Company.
August 2, 2024
1. Disposition of 7.6% equity in Cogne
Acciai Speciali S.p.A.
2. Disposition proceeds: approximately EUR
41.2 million.
None
(11) DMV
Nature of
Contract
Parties
(Contracting Entity of
the Other Party)
Contract Start/End
Dates
Main Content
Restrictive
Clauses
Lease
Agreement
Dalmine Spa
June 1, 2020 - May
31, 2032
1. Lease of factory and office space.
2. Total rent is EUR 9.2 million.
If DMV does not
proceed with
termination, the
agreement will
automatically
extend for an
additional six
years upon
expiration.
Review of Financial Conditions, Financial Performance, and Risk Management
166
V Review of Financial Conditions, Financial
Performance, and Risk Management
1. Financial Status - Consolidated (Based on IFRSs)
Unit: NT$ Thousands
Year
Items
2023
2024
Difference
Amount
％
Current Assets
78,751,988
83,061,819
4,309,831
5.47
Property, Plant and Equipment
78,705,431
84,592,885
5,887,454
7.48
Intangible Assets
12,166,929
12,370,794
203,865
1.68
Other Assets
97,307,411
93,465,527
(3,841,884)
(3.95)
Total Assets
266,931,759
273,491,025
6,559,266
2.46
Current Liabilities
50,759,328
59,759,646
9,000,318
17.73
Non-current Liabilities
61,802,392
66,322,831
4,520,439
7.31
Total Liabilities
112,561,720
126,082,477
13,520,757
12.01
Capital Stock
40,313,329
40,313,329
0
0.00
Capital Surplus
33,624,917
33,592,347
(32,570)
(0.10)
Retained Earnings
60,535,706
58,959,692
(1,576,014)
(2.60)
Note: The reasons, effects and future plans about that changes in assets, liabilities and equity which over 20% or NT$10
million in last two years: None.
167
2. Financial Performance - Consolidated (Based on IFRSs)
Unit: NT$ Thousands
Year
Items
2023
2024
Difference
Amount
％
Operating Revenue
189,839,626
179,318,340
(10,521,286)
(5.54)
Operating Costs
175,449,858
167,633,649
(7,816,209)
(4.45)
Gross Profit
14,389,768
11,684,691
(2,705,077)
(18.80)
Operating Expense
8,253,594
9,516,922
1,263,328
15.31
Profit from Operations
6,136,174
2,167,769
(3,968,405)
(64.67)
Non-operating Revenue
and Expense
1,197,632
343,222
(854,410)
(71.34)
Profit before Taxes
7,333,806
2,510,991
(4,822,815)
(65.76)
Tax Expense
1,471,000
(87,499)
(1,558,499)
(105.95)
Net Income
5,862,806
2,598,490
(3,264,316)
(55.68)
I. The variance analysis in last two years:(Variable proportion over 20%)
1.Non-operating income decrease in 2024 due to due to the recognition of the benefit from the “contingent
consideration agreement for the disposal of assets of the US subsidiary” in the year 2022. However, due to the
failure to meet the agreed conditions, a loss was recognized.
2. The decrease in income tax expenses for 2024 is attributed to lower profits this year influenced by overall
market conditions compared to last year.
II. The reason for the changes in business content changes: None.
III. The expected sales volume in the next year and its main reason:
1. Expected sales volume in the next year:
2025(Unit：ton)
Bare copper wire
55,900
Power line
63,344
Strand
723,000
Stainless steel
318,000
Seamless steel pipe
18,000
Nickel Pig Iron
78,440
2. The basis of the expected sales volume and Possible future impact on the Company's financial
operations and response plans: see the contents IV. Business Overview
Review of Financial Conditions, Financial Performance, and Risk Management
168
3. Cash Flow - Consolidated (Based on IFRSs)
(1) Cash flow analysis for the current year:
Unit: NT$ Thousands
Cash and Cash
Equivalents at
the beginning
of the year
Net Cash flow
from Operating
Activities
Net Cash flow from
Investing Activities
Net Cash flow from
Financing Activities
Effects of
Exchange
Rates
Changes
Cash and Cash
Equivalents at
the ending of
the year
Note
16,347,012
1,501,738
(15,434,449)
6,187,819
2,155,297
10,757,417
Analysis of change in cash flow in the current year:
1..The inflows of net cash generated by operating activities were due to the profit earned.
2.The outflows of net cash used in investing activities were due to the purchase of property, plant, and equipment.
3.The inflows of net cash generated by financing activities were due to the raising of short-term and long-term
loans.
4.The outflows of net cash in the year was NT$ 5,589,595thousand and the ending balance of cash was NT$
10,757,417thousand.
(2) Remedy for cash Deficit and Liquidity Analysis: Not applicable.
(3) Cash flow Analysis for the coming year:
Unit: NT$ Thousands
Cash and Cash
Equivalents at
the beginning of
the year
Net Cash flow
from Operating
Activities
Net Cash flow from
Investing Activities
Net Cash flow from
Financing Activities
Effects of
Exchange
Rates Changes
Cash and
Cash
Equivalents at
the ending of
the year
Note
10,757,417
15,028,842
(20,434,316)
6,905,851
0
12,257,795
Analysis of change in cash flow for the coming year:
1.The inflows of net cash generated by operating activities due to the anticipated profit generated from core
operations.
2.The outflows of net cash used in investing activities due to the strategic project investment, the increase of
capital expenditures, renewal of equipment.
3..The inflows of net cash used in financing activities due to an increase in borrowings.
169
4.
Effect of Major Capital Expenditure on Financial Business Operations:
(1) Utilization of Major Capital Expenditures and Sources of Funds:
Unit: NT$ Million
Project
Source
of Funds
Actual or
Estimated
Completion
Date
Investment
Actual or Expected Status of Spending
2019 2020 2021 2022 2023 2024 2025 2026 2027
1. HR Coil Project of
Yantai Plant
Working
Capital
June 2026
9,019
53
594
1,525
3,848
1,048
1,164
719
68
-
2. Cold Finished Bar
Project of Yantai Plant
Working
Capital
December
2025
3,339
-
-
83
690
1,388
358
820
-
-
3. The establishment of
high-efficiency
factories
Working
Capital
June 2025
5,407
-
17
565
1,410
2,339
689
387
-
-
4. Cable wire project of
Walsin Energy
Working
Capital
September
2026
18,292
-
-
-
-
1,248
3,412 10,974
2,271
387
5. Nickel matte factory
in Indonesia
Working
Capital
June
2024
3,077
-
-
-
-
2,228
274
576
-
-
(2) Estimated Benefits:
1. The establishment of steel rolling and cold finished factories of Yantai Plant will help expand
economies of scale and improve product quality to meet the needs of the customers.
2. Invest in the construction of a nickel pig iron plant and supporting power plants in Indonesia, with a
planned monthly output of 3,000 tons of nickel metal, which will enable the company to securely
control the supply of upstream raw materials and make profits for the company.
3. Build high-efficiency factories, deepen the integration of manufacturing service value and integrate
manufacturing systems through smart manufacturing, advanced warehousing and logistics, and
create competitiveness that is difficult to imitate.
4. Walsin Energy Cable System, with its plan to benchmark international submarine cable plants,
advanced submarine cable design, manufacturing, testing, and connection technologies, will become
a key supplier for offshore wind power plants in Taiwan and the Asia-Pacific region.
5. Investment Policy of the Past Year, Profit/Loss Analysis, Improvement Plan and
Investment Plan for the Coming Year:
(1) Investment Policy and Profit/Loss in the Past Year:
1. On a consolidated basis, the Company’s current key reinvestment areas are DRAM, TFT LCD and
passive components.
2. On a consolidated basis, in 2024, the gains for affiliated enterprises recognized by equity method
was NT$814 million, mainly as a result of the recovering memory market demand compared to the
previous year, indicating an increased profitability of affiliated enterprises recognized under the
equity method compared to 2023.
(2) Main Reasons for Profit:
Recognition of the gains from Walsin Technology Corporation and Winbond Electronics Corp.
Review of Financial Conditions, Financial Performance, and Risk Management
170
(3) Investment Plan for the Coming Year:
To continue to focus on upstream and downstream consolidation of core businesses and carefully assess
investment plans.
6. Risk Management and Assessment of the Following Items for the Past Year and the Year
to Date:
(1) Impact of Interest Rate and Exchange Rate Changes and Inflation on the Company’s Profit and
Countermeasures.
Affected item
Impact
Response measures:
Interest Rate
Change
Net interest expense (interest expense less
interest income) in 2024 was approximately
NT$1.98 billion, accounting for merely 1.1%
of the Company's net operating revenues;
therefore, the change in interest rates does
not yet have a significant impact on the
profit or loss of the Company and its
subsidiaries.
The Company will plan and execute plans for
funding sources and costs based on business
development and needs.
Exchange Rate
Change
In 2024, the impact of foreign exchange after
hedging operations resulted in
approximately NT$20 million in losses. (This
includes foreign exchange profit or loss and
the profit or loss from foreign exchange-
related derivatives hedging operations.)
Based on foreign currency positions, the Company
will utilize market instruments (e.g. forward foreign
exchange contracts) for hedging purposes.
Inflation
The Company's products are not for general
public consumption therefore inflation has
no direct impact on the Company. However,
it might raise the Company's demand for
working capital.
The Company will strictly control the operating
cycle and keep track of the source and use of funds.
(2) Policies of Engaging in High-risk, High-leverage Investments, Lending to Others, Providing Endorsements
and Guarantees and Derivatives Transactions, Profit/loss Analysis and Future Countermeasures.
Item
Policy
Major causes of profit
or loss
Future response
measures
High-risk, High-
Leverage Investments
The Company does not engage in any high-
risk, high-leverage investment activities.
None
None
Lending to Others
Conducted in accordance with the provisions
of the Company's "Management Guidelines
on Lending Company Funds to Others"
None
None
Endorsements/
Guarantees
Conducted in accordance with the provisions
of the Company's "Management Guidelines
on Endorsement/Guarantee"
None
None
Derivative Instrument
Transactions
With respect to derivative instruments, the
Company has mainly engaged in hedging
transactions related to business operations
and investment activities (foreign exchange
and non-ferrous metals). For non-ferrous
metals, the Company may carry out non-
hedging transactions based on authorized
positions and under risk management
control for the purpose of curbing price
volatilities in raw materials. The
authorization is conducted in accordance
with the Company's "Procedure for
Derivatives Products Trades."
None
None
171
(3) Future R&D Plans and Projected R&D Investments: The research and development plans of each business
group have been included in the business activities section of the Business Overview, and these plans
have relatively low risks. Please refer to “IV. Business Overview—A. Business Activities— (3) Overview of
Technology and R&D”.
(4) Major Changes in Domestic and Foreign Government Policies and Laws and Impact on the Company’s
Finances and Business: None
(5) Impact of Recent Technological and Market Changes on the Company's Finances and Business, and
Countermeasures:
In order to construct an information system architecture for "digital sustainability" and advance the
corporate objective of "digital transformation," Walsin is implementing an information security strategy
centered on "enhancing cybersecurity resilience." This involves establishing a comprehensive
cybersecurity protection platform and conducting simulation exercises, integrating AI-driven automated
detection and prevention technologies to perfect information security technical safeguards. This
approach aims to deliver real-time proactive cybersecurity risk defense capabilities, laying the
foundation for digital sustainability in alignment with the government's policy objective of
"cybersecurity as national security."
In response to increasingly severe cybersecurity threats, Walsin is adopting the NIST Cybersecurity
Framework (CSF) and CISA Zero Trust Architecture (ZTA) as foundational structures to implement high-
standard, in-depth cybersecurity defenses. This enables the comprehensive and effective identification
of information security risks faced by the enterprise, allowing for the immediate application of effective
control measures to mitigate information security risks.
We will establish the defensive capability of the defender by using the protection measures
corresponding to the "Cyber Kill Chain" model against the attacking tricks and steps of hackers, and set
up information security technology products for purposes of inventory, prevention, detection, response
and recovery, in order to respond to various information security risks.
(6) Impact of Change in Corporate Image on Risk Management and Countermeasures: None
(7) Expected Benefits and Potential Risks of Merger and Acquisition:
1. On August 11, 2023, during the 3rd meeting of the Board of Directors of the 20th term, the Company
resolved that it shall, through its Singapore subsidiary, Walsin Singapore Pte. Ltd., acquire 75% of the
shares of Berg Holding Limited (based in Hong Kong), indirectly increasing the Company's
comprehensive shareholding in its Indonesian subsidiary, PT. Sunny Metal Industry, to 79.61%, with
the transaction completed in January 2024; the acquisition can strengthen our corporate governance,
centralizes our management resources, and enhances our investment efficiency.
2. On January 26, 2024, during the 6th meeting of the Board of Directors of the 20th term, the Company
resolved that it shall, through its Italian subsidiary, Cogne Acciai Speciali S.p.A., acquire 65% of the
shares of Com.Steel Inox S.p.A. (based in Italy). The Company ultimately holds a 45.5% comprehensive
shareholding in Com.Steel Inox S.p.A. The transaction was closed in May, 2024. After the acquisition,
we can secure key raw materials for our stainless steel processes and establish a knowledge center
for our waste stainless steel management.
3. On February 20, 2024, during the 7th meeting of the Board of Directors of the 20th term, the
Company resolved that it shall, through its Italian subsidiary, Cogne Acciai Speciali S.p.A., acquire
100% of the shares of Mannesmann Stainless Tubes GmbH (based in Germany). The Company
ultimately holds a 70% comprehensive shareholding in Mannesmann Stainless Tubes GmbH. In
Review of Financial Conditions, Financial Performance, and Risk Management
172
November, 2024, the transaction was closed and Mannesmann Stainless Tubes GmbH was renamed
"DMV GmbH." After the acquisition, we can integrate the downstream industry chain of stainless steel,
enhance utilization of our steel production capacity, and extend our sales network in and tap into
high-end markets such as aerospace, oil and gas, and new energy.
(8) Expected Benefits and Potential Risks of Capacity Expansion: All capacity expansion for plants under
Walsin and its group members has to undergo careful assessments. All major capital expenditure has to
be submitted to the Board of Directors for review. Hence, investment benefits and potential risks will
have been taken into account.
(9) Risks Associated with Over-concentration in Purchases or Sales and Countermeasures: None
(10) Impact of Mass Transfer(s) of Equity by or Change of Directors or Shareholders Holding 10% or more
Interest on the Company, the Associated Risks and Countermeasures: None.
(11) Impact of Change of Control on the Company, Associated risks and Countermeasures: None.
(12) Final and Non-appealable and Pending Material Litigious, Non-litigious or Administrative Legal
Proceedings involving the Company, the Directors and the President during the Most Recent Year and
up to the Annual Report Publication Date:
Name of
Subsidiary
Main Parties Involved in
Litigation
Commencement
Date of Litigation
Facts at Issue in Litigation
Current
Handling
Borrego
Energy, LLC
Blue Harvest Solar Park
LLC & Timber Road Solar
LLC (collectively, “EDPR”)
July 28, 2023
1. Borrego initiated arbitration, requesting the
other party to pay the costs incurred due to
delays in the project and site conditions in
winter caused by the change of the order.
2. Amount: Over US$25 million.
Arbitration is
pending
Borrego
Energy, LLC
(Note 1)
Letts Creek Solar, LLC,
Cement City Solar, LLC
and Pullman Solar, LLC
May 31, 2024
1. Borrego filed a lawsuit requesting payment
for construction costs, change orders, and
delay-related fees.
2. Amount: Over USD 15 million.
Litigation in
progress
Jiangyin
Walsin Steel
Cable Co.,
Ltd. (Note
1)
Shanghai Pujiang Cable
Co., Ltd.
September 23, 2023
1. Jiangyin Walsin Steel Cable Co., Ltd.
initiated arbitration against Shanghai
Pujiang Cable Co., Ltd. requesting payment
for goods and overdue interest.
2. Amount: Approximately RMB 43 million.
Jiangyin Walsin
Steel Cable Co.,
Ltd.
Jiangyin
Walsin Steel
Cable Co.,
Ltd. (Note
2)
China Railway Major
Bridge Engineering Group
Co., Ltd.
March 13, 2024
1. Jiangyin Walsin Steel Cable Co., Ltd. filed a
lawsuit against China Railway Major Bridge
Engineering Group Co., Ltd. requesting
payment for goods.
2. Amount: Approximately RMB 24 million.
Settled
through
mediation,
performance of
mediation
agreement in
progress
Jiangyin
Walsin Steel
Cable Co.,
Ltd.
Jiangsu Fasten Cable Co.,
Ltd.
March 21, 2024
1. Jiangyin Walsin Steel Cable Co., Ltd.
initiated arbitration against Jiangsu Fasten
Cable Co., Ltd. requesting payment for
goods.
2. Amount: Approximately RMB 41.96 million.
Settled
through
mediation,
performance of
mediation
agreement in
progress
Yantai
Walsin
Stainless
Steel Co.,
Ltd.
Shanghai Stoll Bobby
Equipment Engineering
Co., Ltd. and Bobby
Handels GmbH, Company
November 29, 2024
1. Yantai Walsin Stainless Steel Co., Ltd.
initiated arbitration requesting Shanghai
Stoll Bobby Equipment Engineering Co., Ltd.
and Bobby Handels GmbH, Company to
jointly bear penalties and compensation for
rectification costs and other losses.
2. Amount: Approximately RMB 23.99 million.
Arbitration in
progress
173
Note 1: Expected credit losses have been recognized in accordance with the company's accounting policy, and
it is anticipated that there will be no significant impact on shareholders' rights and interests.
Note 2: As the case was settled through mediation, the client is making installment payments as per the
mediation agreement, and it is anticipated that there will be no significant impact on shareholders'
rights and interests.
(13) Other significant risks and response measures:
1. The Company's KPIs:
(1) Financial indicators: Optimizing financial structure and control of bank financing agreements
Ratio
Formula
Target KPI
2024
2023
Current ratio Current assets / Current liabilities
>=100%
138.93%
155.15%
Debt ratio
Net liabilities (Total liabilities - Cash
and cash equivalents) / Tangible assets
<=120%
85.40%
67.17%
Interest
coverage ratio
(Net income before income tax,
depreciation, amortization and interest
expense / Current interest expense
>=300%
615.45%
832.61%
Tangible net
value
Shareholders' equity - Intangible assets >=NT$80 billion NT$135 billion
NT$142.3
billion
(2) Performance indicators: Return on shareholder's equity and earnings before interest, taxes,
depreciation and amortization (EBITDA)
Ratio
Formula
2023
2022
Return on Shareholder's
Equity
Net Income after tax /
Average of total
shareholders' equity
1.85%
3.52%
Earnings Before Interest,
Taxes, Depreciation and
Amortization (EBITDA)
Earnings before interest
& taxes＋depreciation &
amortization
NT$14,142
million
NT$17,241
million
7. Other Major Issues: None
Special Disclosures
174
VI Special Disclosures
1. Summary of affiliates companies have been filed on the MOPS
Please refer to the following website:
https://doc.twse.com.tw/server-
java/t57sb01?step=1&colorchg=1&co_id=1605&year=&mtype=K&isnew=true
2. Progress of private placement of securities during the latest year and up to the date of
annual report publication: None
3. Other supplemental information: None
4. Corporate events with material impact on shareholders' rights and interests or stock
prices
Corporate events with material impact on shareholders' rights and interests or stock prices set forth in
Subparagraph 2, Paragraph 3, Article 36 of the Securities and Exchange Act during the most recent year and
up to the annual report publication date: None.
Walsin Lihwa Corporation
Yu-Lon Chiao