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Board of Directors
■ Information on Election of Directors
Information on Election of Directors for 16th Term of Board of Directors of Niching Industrial Corp.
Nomination and Election Method
In accordance with the provisions of the “Articles of Incorporation” and “Procedures for Election of Directors” of the Company, the election of directors (including independent directors) of the Company shall adopt the candidate nomination system prescribed in Article 192-1 of the Company Act. Shareholders holding more than 1% of the total number of shares issued by the Company, from March 28 to April 7, 2022, may submit relevant documents required for the nominees in writing according to the provisions of Article 2 to Article 5 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, to the Company's Share Affairs Office, address: 5F-5 (Taichung Conference Room), No. 767, Sec. 4, Taiwan Blvd., Xitun Dist., Taichung City in order to submit the candidate roster for directors (including independent directors), following which the shareholders’ meeting may then elect directors from the candidate roster.
Nomination Process and Information of Candidates
The period for accepting proposals from shareholders with shareholding percentage above 1% (inclusive) and candidate nomination for directors (including independent directors) announced is from March 28, 2022 to April 7, 2022. Up to the date of April 7, 2022, there has been no proposal from shareholders with shareholding percentage above 1% (inclusive) and status of candidate nomination for directors (including independent directors). For the three candidates of directors and four candidates of independent directors nominated by the Board of Directors of the Company, after the review and discussion by the 15th term of Board of Directors on March 23, 2022, the candidates of directors and independent directors have been verified to comply with relevant qualification and requirements. Accordingly, the Company announces the list of candidates of directors (including independent directors) of the Company publicly as follows:
|
Type of nominee |
Name |
Educational background |
Experience |
Whether the candidate has acted as an independent director for three consecutive terms of office/reason |
|
Director |
Chun-Hui Chang |
Department of Law, Fu Jen Catholic University |
Chairman, Qing Qian Construction Co., Ltd. Chairman, Vice Chairman and Supervisor, Niching Industrial Corp. Chairman, Ri Chu Tong Hong Investment Co., Ltd. Director, Niching Trading (Suzhou) Ltd. Chairman, Yung Chi Corp. |
_ |
|
Director |
Hung-Chi Chang |
Master in Industrial Engineering, New Jersey Institute of Technology |
Manager of Golf Business Department, Topkey Corporation Assistant Vice President of Sales Department, Taiwan Hi-Tech Corporation President, Niching Industrial Corp. Chairman, Niching Trading (Suzhou) Ltd. Director, Enplas Niching Technology Corporation Chairman, Ju Tai Investment Co., Ltd. Director, CC Biotechnology Corporation Director, Tong Seng Applied Materials Inc. Director, Advanced Corporation Director, APET Co., Ltd. Chairman, Ju Xiang Investment Co., Ltd. |
_ |
|
Director |
Wei-Sen Chang |
Hotel Institute Montreux, Postgraduate Diploma, Hospitality Business Management |
Wynn Palace, F&B, Server Team Lead, Paris Hall, Landis Taipei Hotel |
_ |
|
Director |
KOREAN SIMMTECH HOLDINGS CO., LTD. Representative: Ching-Chu Lee |
Yeonsei University, Graduate School Seoul, KOREA Sociology |
Assistant Manager of Procurement Dept., HANIL TOYO CO., LTD. Manager of Sales Dept., MULTIPACK CO., LTD. Director of Finance Division, SIMMTECH CO., LTD. Director of Finance Division, SIMMTECH HOLDINGS CO., LTD. Director, Simmtech Hong Kong Holdings LTD. Director, Simmtech Holdings CO., LTD. Director, STJ Holdings CO., LTD. Director, Simmtech Japan Incorporation CO., LTD. Supervisor, Simmtech Graphics CO., LTD. Supervisor, Simmtech (Xian) |
_ |
|
Independent Director |
Chia-Hsing Chang |
Bachelor, Department of Public Finance and Taxation, National Chengchi University EMBA, National Chiao Tung University |
Credit Specialist, CTBC Bank Co., Ltd. Junior Manager of Underwriting Department, Grand Cathay Securities Corporation Manager of Underwriting Department, MasterLink Securities Corp. Senior Specialist of Chairman’s Office/Business Management Office, Fuxing Enterprise Co., Ltd. Executive Director/CFO, Global Material Science Taiwan Co. Ltd. Supervisor, ACULA Technology Corp. Independent Director, Shian Yih Electronic Industry Co., Ltd. Independent Director, Axman Enterprise Co., Ltd. Responsible Person, Tong Xing Zhi Yuan Management Consulting Ltd. Responsible Person, Ding Cheng Investment Co., Ltd. |
Mr. Chia-Hsing Chang has acted as an independent director of the Company for more than three terms of office. Based on the consideration of his experience in banking, securities and industry and the experience in handling factory establishment in China as well as expertise in relevant laws and corporate governance, he is considered to be beneficial to the Company and qualifies the independence related requirement. Accordingly, he is still nominated to be a candidate of independent director for the present election of independent directors, thereby facilitating his exploration of expertise and provision of opinions to the board of directors. |
|
Independent Director |
Ming-Tsung Shih |
Master, College of Accounting, National Chengchi University Qualified for Certified Public Accountant |
Manager, Deloitte Taiwan Adjunct Instructor of Department of Accounting, Tung Hai University Assistant Vice President of Financial Department, Chin Yi Fung Enterprises Co., Ltd. Manager of Financial Department, Special Assistant to CEO and Assistant Vice President of Overseas Department, Sunspring Metal Corporation Assistant Vice President of Financial Department, Special Assistant to Chairman, Vice President of President’s Office, Taiwan Paiho Limited Director, PT. Paiho Indonesia Chairman of San Ho Hsin Products Corp. Special Assistant to Chairman, Taiwan Paiho Limited |
No |
|
Independent Director |
Tu-Ming Tsai |
Bachelor in Industrial Engineering, Tunghai University Master in Industrial Engineering, Iowa State University PhD. in Industrial Engineering, Iowa State University |
Principal Engineer, Digital Equipment Corporation Professor of Department of Industrial Engineering and Management, Yuan Ze University |
No |
Election Result
The list of elected directors for the 16th term of directors (including independent directors) is as follows:
Newly elected directors shall assume the positions after election, and the term of office is three years from June 15, 2022 to June 14, 2025.
|
Job Title |
Name |
Number of Votes Received |
Election Result |
|
Director |
Chun-Hui Chang |
40,752,882 |
Elected |
|
Director |
Hung-Chi Chang |
31,934,958 |
Elected |
|
Director |
Wei-Sen Chang |
39,243,831 |
Elected |
|
Director |
KOREAN SIMMTECH HOLDINGS CO., LTD. Representative: Ching-Chu Lee |
33,067,086 |
Elected |
|
Independent Director |
Chia-Hsing Chang |
6,868,023 |
Elected |
|
Independent Director |
Ming-Tsung Shih |
6,798,744 |
Elected |
|
Independent Director |
Tu-Ming Tsai |
5,808,723 |
Elected |
Roster of 16th Term of Directors
|
Job Title |
Name |
Educational background |
Experience |
|
Director |
Chun-Hui Chang |
Department of Law, Fu Jen Catholic University |
Chairman, Qing Qian Construction Co., Ltd. Chairman, Vice Chairman and Supervisor, Niching Industrial Corp. Chairman, Ri Chu Tong Hong Investment Co., Ltd. Director, Niching Trading (Suzhou) Ltd. Chairman, Yung Chi Corp. |
|
Director |
Hung-Chi Chang |
Master in Industrial Engineering, New Jersey Institute of Technology |
Manager of Golf Business Department, Topkey Corporation Assistant Vice President of Sales Department, Taiwan Hi-Tech Corporation President, Niching Industrial Corp. Chairman, Niching Trading (Suzhou) Ltd. Director, Enplas Niching Technology Corporation Chairman, Ju Tai Investment Co., Ltd. Director, CC Biotechnology Corporation Director, Tong Seng Applied Materials Inc. Director, Advanced Corporation Director, APET Co., Ltd. Chairman, Ju Xiang Investment Co., Ltd. |
|
Director |
Wei-Sen Chang |
Hotel Institute Montreux, Postgraduate Diploma, Hospitality Business Management |
Wynn Palace, F&B, Server Team Lead, Paris Hall, Landis Taipei Hotel |
|
Director |
KOREAN SIMMTECH HOLDINGS CO., LTD. Representative: Ching-Chu Lee |
Yeonsei University, Graduate School Seoul, KOREA Sociology |
Assistant Manager of Procurement Dept., HANIL TOYO CO., LTD. Manager of Sales Dept., MULTIPACK CO., LTD. Director of Finance Division, SIMMTECH CO., LTD. Director of Finance Division, SIMMTECH HOLDINGS CO., LTD. Director, Simmtech Hong Kong Holdings LTD. Director, Simmtech Holdings CO., LTD. Director, STJ Holdings CO., LTD. Director, Simmtech Japan Incorporation CO., LTD. Supervisor, Simmtech Graphics CO., LTD. Supervisor, Simmtech (Xian) |
|
Independent Director |
Chia-Hsing Chang |
Bachelor, Department of Public Finance and Taxation, National Chengchi University EMBA, National Chiao Tung University |
Credit Specialist, CTBC Bank Co., Ltd. Junior Manager of Underwriting Department, Grand Cathay Securities Corporation Manager of Underwriting Department, MasterLink Securities Corp. Senior Specialist of Chairman’s Office/Business Management Office, Fuxing Enterprise Co., Ltd. Executive Director/CFO, Global Material Science Taiwan Co. Ltd. Supervisor, ACULA Technology Corp. Independent Director, Shian Yih Electronic Industry Co., Ltd. Independent Director, Axman Enterprise Co., Ltd. Responsible Person, Tong Xing Zhi Yuan Management Consulting Ltd. Responsible Person, Ding Cheng Investment Co., Ltd. |
|
Independent Director |
Ming-Tsung Shih |
Master, College of Accounting, National Chengchi University Qualified for Certified Public Accountant |
Manager, Deloitte Taiwan Adjunct Instructor of Department of Accounting, Tung Hai University Assistant Vice President of Financial Department, Chin Yi Fung Enterprises Co., Ltd. Manager of Financial Department, Special Assistant to CEO and Assistant Vice President of Overseas Department, Sunspring Metal Corporation Assistant Vice President of Financial Department, Special Assistant to Chairman, Vice President of President’s Office, Taiwan Paiho Limited Director, PT. Paiho Indonesia Chairman of San Ho Hsin Products Corp. Special Assistant to Chairman, Taiwan Paiho Limited |
|
Independent Director |
Tu-Ming Tsai |
Bachelor in Industrial Engineering, Tunghai University Master in Industrial Engineering, Iowa State University PhD. in Industrial Engineering, Iowa State University |
Principal Engineer, Digital Equipment Corporation Professor of Department of Industrial Engineering and Management, Yuan Ze University |
■ Diversity of Board Composition and Profile of Board of Directors
Diversity Policy, Goal and Achievement Status of Board of Directors
Diversity Policy:
The Company's diversity policy on composition of board members has been established in the “Corporate Governance Best Practice Principles”, and the content is as follows:
The board of directors of the Company shall direct company strategies, supervise the management, and be responsible to and its the company and shareholders. The various procedures and arrangements of its corporate governance system shall ensure that, in exercising its authority, the board of directors complies with laws, regulations, its articles of incorporation, and the resolutions of its shareholders’ meetings.
The structure of the Company's board of directors shall be determined by choosing an appropriate number of board members, not less than five, in consideration of its business scale, the shareholdings of its major shareholders, and practical operational needs.
The composition of the board of directors shall be determined by taking diversity into consideration. It is advisable that directors concurrently serving as the Company’s officers not exceed one-third of the total number of the board members, and that an appropriate policy on diversity based on the Company's business operations, operating dynamics, and development needs be formulated and include, without being limited to, the following two general standards:
1. Basic requirements and values: Gender, age, nationality, and culture, and the ratio of female directors shall reach one-third of the total number of directors.
2. Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.
All members of the board shall have the knowledge, skills, and experience necessary to perform their duties. To realize the ideal of corporate governance, the board of directors as a whole shall possess the following abilities:
1. The ability to make judgments about operations.
2. Accounting and financial analysis ability.
3. Business management ability.
4. Crisis management ability.
5. Knowledge of the industry.
6. An international market perspective.
7. Leadership ability.
8. Decision-making ability.
Specific management objective of diversity policy and implementation status:
|
Management objective |
Implementation status |
|
Addition of one new female director |
Not yet achieved Expected to be elected during the full re-election of next term of the board |
|
Independent director not assuming the term of office consecutively |
Not yet achieved Expected to be elected during the full re-election of next term of the board |
|
Adequate and diverse professional knowledge and skills (enhanced expertise in finance, accounting and risk management) |
Not yet achieved Expected to be elected during the full re-election of next term of the board |
|
Number of independent directors exceeding one-third of the total number of directors |
Achieved |
|
Number of directors concurrently acting as the managerial officers not exceeding 1/3 of the total number of directors |
Achieved |
Implementation status of board member diversity policy is as follows:
The Company has 7 directors, including 3 independent directors. The ratio of directors equipped with the identity of employees is 14%, the ratio of foreign directors is 14%, and the ratio of independent directors is 43%. The seniority of the term of office of the 3 independent directors is 1 year, 6 years and 15 years respectively. 1 director at the age above 70 years old, 3 directors at the age between 60-70 years old, 2 directors at the age between 50-60 years, and 1 director at the age below 40 years old. All directors have different expertises in various fields. Directors Chun-Hui Chang and Hung-Chi Chang are equipped with the expertise in leadership, decision making, operation judgment, business management, accounting and financial analysis, crisis handling and equipped with the industry knowledge and international market perspective. Simmtech is a publicly listed company in Korea, and its representative is the CFO, and the CFO is equipped with the expertise of operation judgment, accounting and financial analysis, crisis handling, industry knowledge and international market perspective. Independent director Chia-Hsing Chang has the experience of acting as senior managerial officer in banking, securities and related industries as well as the experience of factory establishment project in China. Presently, he operates a business consulting company and is equipped with all of the aforementioned expertises. Independent director Ming-Tsung Shih is equipped with the experience of CPA, university instructor and special assistant to chairman, director of Indonesian company, etc. In addition, he also has the expertise of operation judgment, accounting and financial analysis, business management and international market perspective. Independent direct Tu-Ming Tsai has the experience of acting as a university professor as well as extensive research experience and professional skills. In addition, he is able to effectively convey complicated concepts and thoughts, thereby promoting corporate innovation development.
|
Diversity Core
Name of Director |
Basic Composition |
Industry Experience and Professional Competence |
||||||||||||||
|
Nationality |
Gender |
Concurrent Position as Employee of the Company |
Age |
Seniority of Independent Director (Less than 3 years) |
Accounting and financial analysis |
Business management |
Crisis handling |
Knowledge of the industry |
International market perspective |
Leadership |
Decision Making |
|||||
|
50 years old and less |
51 to 60 years old |
61 to 70 years old |
71 to 81 years old |
|||||||||||||
|
Director |
Chun-Hui Chang |
Taiwan R.O.C. |
Male |
|
|
|
|
V |
|
V |
V |
V |
V |
V |
V |
V |
|
Wei-Sen Chang |
Taiwan R.O.C. |
Male |
|
V |
|
|
|
|
|
|
V |
|
V |
|
|
|
|
Hung-Chi Chang |
Taiwan R.O.C. |
Male |
V |
|
|
V |
|
|
V |
V |
V |
V |
V |
V |
V |
|
|
Simmtech Holdings Representative Ching-Chu Lee |
Korea |
Male |
|
|
|
V |
|
|
V |
V |
V |
V |
V |
|
|
|
|
Independent Director |
Chia-Hsing Chang |
Taiwan R.O.C. |
Male |
|
|
V |
|
|
|
V |
V |
V |
V |
V |
V |
V |
|
Ming-Tsung Shih |
Taiwan R.O.C. |
Male |
|
|
V |
|
|
|
V |
V |
|
|
V |
|
|
|
|
Tu-Ming Tsai |
Taiwan R.O.C. |
Male |
|
|
|
V |
|
V |
|
|
|
V |
V |
|
|
|
Experience of Director
|
Title |
Name |
Educational Background and Experience |
Current adjunct positions at the Company and other companies |
|
Director |
Chun-Hui Chang |
Department of Law, Fu Jen Catholic University Chairman, Qing Qian Construction Co., Ltd. Chairman, Vice Chairman and Supervisor, Niching Industrial Corp. |
Chairman, Ri Chu Tong Hong Investment Co., Ltd. Director, Niching Trading (Suzhou) Ltd. Chairman, Yung Chi Corp. |
|
Director |
Hung-Chi Chang |
Master in Industrial Engineering, New Jersey Institute of Technology Manager of Golf Business Department, Topkey Corporation Assistant Vice President of Sales Department, Taiwan Hi-Tech Corporation Director, APET Co., Ltd. |
President, Niching Industrial Corp. Chairman, Niching Trading (Suzhou) Ltd. Director, Enplas Niching Technology Corporation Chairman, Ju Tai Investment Co., Ltd. Director, CC Biotechnology Corporation Director, Tong Seng Applied Materials Inc. Director, Advanced Corporation Chairman, Ju Xiang Investment Co., Ltd. |
|
Director |
Wei-Sen Chang |
Hotel Institute Montreux, Postgraduate Diploma, Hospitality Business Management Director, Niching Industrial Corp. |
Vice Chairman, Niching Industrial Corp. |
|
Director |
KOREAN SIMMTECH HOLDINGS CO., LTD. Representative: Ching-Chu Lee |
Yeonsei University, Graduate School Seoul, KOREA Sociology Assistant Manager of Procurement Dept., HANIL TOYO CO., LTD. Manager of Sales Dept., MULTIPACK CO., LTD. Director of Finance Division, SIMMTECH CO., LTD. |
Director of Finance Division, SIMMTECH HOLDINGS CO., LTD. Director, Simmtech Hong Kong Holdings LTD. Director, Simmtech Holdings CO., LTD. Director, STJ Holdings CO., LTD. Director, Simmtech Japan Incorporation CO., LTD. Supervisor, Simmtech Graphics CO., LTD. Supervisor, Simmtech (Xian) |
|
Independent Director |
Chia-Hsing Chang |
Bachelor, Department of Public Finance and Taxation, National Chengchi University EMBA, National Chiao Tung University Credit Specialist, CTBC Bank Co., Ltd. Assistant Manager of Underwriting Department, Grand Cathay Securities Corporation Manager of Underwriting Department, MasterLink Securities Corp. Senior Specialist of Chairman’s Office/Business Management Office, Fuxing Enterprise Co., Ltd. Executive Director/CFO, Global Material Science Taiwan Co. Ltd. |
Independent Director, Shian Yih Electronic Industry Co., Ltd. Independent Director, Axman Enterprise Co., Ltd. Responsible Person, Tong Xing Zhi Yuan Management Consulting Ltd. Responsible Person, Ding Cheng Investment Co., Ltd. |
|
Independent Director |
Ming-Tsung Shih |
Master, College of Accounting, National Chengchi University Qualified for Certified Public Accountant Manager, Deloitte Taiwan Adjunct Instructor of Department of Accounting, Tung Hai University Assistant Vice President of Financial Department, Chin Yi Fung Enterprises Co., Ltd. Manager of Financial Department, Special Assistant to CEO, Sunspring Metal Corporation Assistant Vice President of Financial Department, Special Assistant to Chairman, Vice President of President’s Office, Taiwan Paiho Limited |
Director, PT. Paiho Indonesia Chairman of San Ho Hsin Products Corp. Special Assistant to Chairman, Taiwan Paiho Limited |
|
Independent Director |
Tu-Ming Tsai |
Bachelor in Industrial Engineering, Tunghai University Master in Industrial Engineering, Iowa State University PhD. in Industrial Engineering, Iowa State University Principal Engineer, Digital Equipment Corporation |
Professor of Department of Industrial Engineering and Management, Yuan Ze University |
■ Resolution of Board of Directors
|
Date |
Resolution Content |
|
2024.03.07 |
1. Proposal for distribution of 2023 remunerations of employees and directors. 2. Proposal for 2023 business report and financial statements. 3. Proposal for 2023 distribution of earnings. 4. Proposal for 2023 capital increase by retained earnings with issuance of new shares. 5. Approval of the Company’s 2023 Statement of Internal Control System. 6. Proposal for 2024 assessment on the independence and competence of CPAs of the Company and appointment of CPAs. 7. Proposal for convention of 2024 annual general shareholders’ meeting. 8. Period and location for accepting proposals from shareholders with shareholding percentage above 1% (inclusive) for the 2024 annual general shareholders’ meeting. 9. Proposal for purchase of corporate operation headquarters, submitted for discussion and resolution. 10. Proposal for amendment to the “Regulations Governing Employee Remuneration”, submitted for discussion and resolution. 11. Assessment on correlation and reasonableness of 2023 remuneration and performance evaluation result of directors and managerial officers. 12. Proposal on distribution of 2023 remuneration of directors and managerial officers and remuneration of employees. 13. 2024 remuneration structure and payment amount for directors and managerial officers. |
|
2024.05.10 |
1. 2024 Q1 consolidated financial statements. 2. Proposal for dedicated custodian of company seals for applications and registrations with the Ministry of Economic Affairs. |
|
2024.07.04 |
1. Establishment of the ex-dividend and ex-right base dates for the 2023 distribution of earnings and related matters. 2. Investment in Ming Chun Yuan Micro Precise Technology Co., Ltd. 3. Proposal for adjustment of the appropriation ratio of remuneration of employees. 4. Proposal for dismissal of managerial officers of the Company and appointment of new managerial officers and remuneration thereof. |
|
2024.08.07 |
1. 2024 Q2 consolidated financial statements. |