Board of Directors

Other current positions: Chairman of Concord Venture Capital Group; Vice President of Walsin (Hangzhou) Power Cable Co., Ltd. and Jiangsu Taiwan Trade Mart Development Co., Ltd.; Director of Walton Advanced Engineering, Inc., Ltd., Jincheng Construction Co., Ltd., Walsin Lihwa Holding Co., Ltd., Walsin Specialty Steel Corporation, Walsin (Nanjing) Development Co., Ltd. and Nanjing Walsin Expo Exhibition Ltd.; Vice President and Commissioner of PT. Walsin Lippo Industries and P.T. Walsin Lippo Kabel.

Work Experience: Vice Chairman, President, Walsin Lihwa

Education: Business Administration Department, University of Washington

Other current positions: Chairman of Winbond Electronics Corporation, Chin-Xin Investment Co., Ltd., Chenghe Investment Co., Ltd.; Director of Walsin Lihwa Corporation, Walsin Technology Corporation, Nuvoton Technology Corporation, Jincheng Construction Co., Ltd., United Industrial Gases Co., Ltd., MiTAC Holdings Corporation, Landmark Group Holdings Ltd., Peaceful River Corporation, Winbond International Corporation, Winbond Electronics Corporation America, Marketplace Management Limited, Nuvoton Investment Holding Ltd., Pigeon Creek Holding Co.,Ltd., Songyong Investment Co., Ltd.; CEO of Winbond Electronics Corporation; Manager, Goldbond LLC; Independent Director, member of the Audit Committee, Nomination Committee and convener of the Compensation Committee at Taiwan Cement Corp.

Work Experience: Former Chairman of Walsin Lihwa Corporation

Education: University of Washington Masters of Electrical Engineer and Business Administration

Other current positions: Chairman of Walsin Technology Corporation, Walton Advanced Engineering, Inc., HannStar Board Corp., Global Brands Manufacture, Prosperity Dielectrics Co., Ltd., Info-Tek Corp., Silitech Technology Corporation, Career Technology Mfg. Co., Ltd.; Director of Inpaq Technology Co., Ltd.

Work Experience: Former Vice President of Walsin Lihwa Corporation

Education: Golden Gate University, Master of Business Administration

Other current positions: Chairman of HannStar Display Corporation, HannStar Display (Nanjing) Corporation, Hannshine Investment Corporation, Hanns Prosper Investment Corporation, Huali Investment Corp., and Mianlu Catering Co., Ltd.; Director of Coretronic Corporation, HannsTouch Solution Incorporated, Bradford Ltd., HannSpirit (BVI) Holding Ltd., Brightpro Resources Limited, and Hannspree International Holdings Ltd.; Supervisor of Torch Investment Co., Ltd.

Work Experience: Director / President of Walsin Lihwa Corporation; Supervisor of Winbond Electronics Corporation; Director of HannStar Board Corp.; Chairman of HannsTouch Solution Incorporated.

Education: Doctorate of Business Administration, City University of Hong Kong and Doctorate of Business Administration, Certificate of Completion, Fudan University in Shanghai

Other current positions: Vice President of Phu My Hung International Corporation; Chief Representative of Central Trading & Development Corporation (Samoa)

Work Experience: Head of Political Section, Ministry of Foreign Affairs Representative Office in the United States; Deputy Representative of the Ministry of Foreign Affairs Representative Office in Canada; Director of the Ministry of Foreign Affairs Office in New York; Representative of the Ministry of Foreign Affairs in India; Political Deputy Minister of the Ministry of Foreign Affairs; Representative of the Ministry of Foreign Affairs in Indonesia; Deputy Minister of the Ministry of National Defense; Chairman of the Mainland Affairs Council, Executive Yuan

Education: Department of Law, Fu-Jen Catholic University; Master’s Degree in Diplomacy, National Chengchi University; MLitt in Law, University of Oxford (UK)

Other current positions: President of Walsin Technology

Work Experience: Vice president of Walsin Technology Corporation

Education: Chung Yuan Christian University AVP

Other current positions: Director of Tung Hua Book Co., Ltd.; Independent Director of Yuanta Financial Holdings & Yuanta Commercial Bank, TTY Biopharm and Lite-On Technology Corporation.

Work Experience: 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.

Education: Soochow University, Master in Accountancy; Bloomsburg University of Pennsylvania, Master of Business Administration

Other current positions: Managing Director of O-Bank

Work Experience: Managing Director, Central Trust of China; Director, Mega International Commercial Bank; Director, Economic Energy and Agriculture Department, Executive Yuan; Deputy Chairman, Council of Agriculture; Chairman, Central Animal Products Association, Animal Science and Technology Research Institute, Joint Credit Information Center, and Taiwan Cooperative Securities Co., Ltd.

Education: MBA, Graduate School of Business, National Taiwan University

Other current positions: Policy Advisor of Taiwan Electrical and Electronics Manufacturers’ Association; Senior Advisor of Taiwan Transportation Vehicle Manufacturers Association and the Chinese National Federation of Industries; Independent Director of USI Corporation, China Development Financial Holding Corporation & CDIB Capital Group, and Macronix International Co., Ltd. ; Member of Taoyuan Industrial Commercial Development & Investment Promotion Committee.

Work Experience: Director General of the Department of Commerce 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; Director of Shinfox Energy Co., Ltd.

Education: Ph.D., Institute of Forestry, National Taiwan University

Other current positions: Chuanzhi Shared-Office Accounting Firm; Counselor of Lu-Huan-Ko Co., Ltd.; Chairman of KS&A Investment Co. Ltd.; Independent Director of Mercuries F&B

Work Experience: Vice President 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.

Education: 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

Board Competencies and Diversification

Pursuant to Article 20 of the Corporate Governance Best Practice Principles of Walsin Lihwa, the composition of the board of directors shall be determined by taking diversity into consideration, All members of the board shall have the knowledge, skills, and experience necessary to perform their duties. To achieve the ideal goal of corporate governance, the board of director shall possess the following abilities:
1. Ability to make operational judgements
2. Ability to perform accounting and financial analysis
3. Ability to conduct management administration
4. Ability to conduct crisis management
5. Knowledge of the industry
6. An international market perspective
7. Leadership
8. Ability to make policy decisions

Board diversity is stipulated in the Corporate Governance Best Practice Principles of Walsin Lihwa, whose board of directors consists of industry elites and professionals from various fields in addition to those elected from shareholders. There are 10 directors of the board and 4 of them (40%) are independent directors. 5 directors of the board are more than 65 years old; 5 are between 55 to 64 years old.

Focusing on strengthening itself in power cables and wires, stainless steel, resources business, as well as commerce and real estate, Walsin Lihwa is expanding into the manufacturing service industry and hopes to become a paradigm of management excellence. Therefore, Chiao Yu-Lon, Chairman of the Board of Walsin Lihwa, is a veteran familiar with and knowledgeable of his company’s business domains to stay on top of the context of industry developments. His open-minded leadership also takes into account of a variety of advice. Chiao Yu-Cheng, Chiao Yu-Heng, and Chao Yu-Chi, three directors of the board once hands-on in management, excel in operations management as well as investment decision-making. Andrew Hsia, one of the directors and a former diplomat known for his international vision, has a good command of the Southeast Asian markets to effectively assist in investment decision-making. Ku Li-Chin, another director, who is familiar with manufacturing and sales of passive components, has experience and expertise in operations management. All the independent directors of Walsin Lihwa are very knowledgeable about relevant industries and have international market visions. They are Hsueh Ming-Ling, Hu Fu-Hsiung, Duh Tyzz-Jiun, and Gau Wey-Chuan. Hsueh Ming-Ling excels in finance, accounting, and corporate governance. Hu Fu-Hsiung is an administrative and securities exchange expert also knowledgeable about credit information. Duh Tyzz-Jiun provides insight into the big picture of business and relevant industries as well as economic development trends. Gau Wey-Chuan is an accounting, auditing, and information technology professional.

Walsin Lihwa emphasizes the diversity of its board of directors. Corporate Governance Best Practice Principles require a minimum of 3 independent directors on the board. However, Walsin Lihwa, in its commitment to corporate governance, has appointed 4 independent directors, constituting 40% of the board.

Walsin Lihwa appoints industry elites to its board of directors to assist the company in its core business-related investment projects, accounting, finance, and corporate governance based on their individual domains of professionalism. Their different backgrounds and experiences help synergize advantageous decision-making. The company will accordingly continue inviting competent candidates to join its board based on development strategies as well as internal and external environment changes to help strengthen board diversity.

The diverse professional specialties of the board of directors are provided as below:

Title Chairman Director Director Director Director Director Independent Director Independent Director Independent Director Independent Director
Name Chiao, Yu-Lon Chiao, Yu-Cheng Chiao, Yu-Heng Chiao, Yu-Chi Hsia, Andrew Ku, Li-Chin Hsueh, Ming-Ling Hu, Fu-Hsiung Duh, Tyzz-Jiun Gau, Wey-Chuan
Gender Male Male Male Male Male Male Male Male Male Male
Specialization Management V V V V V V V V V V
Leadership in Decision-making V V V V V V V V V V
Industry Knowledge V V V V V V V V V V
Finance and Law V V V V V V V
Technology V V V V V V
Marketing and Sales V V V
Procurement
International Trade V V V V V V V
IT V V V V V V V
Green Energy and Environmental Protection V V
Risk Management V V

Planning for Succession of Directors and Senior Managerial Officers and Succession Implementation

Pursuant to its Charter of Incorporation and Ethical Corporate Management Best Practice Principles, Walsin Lihwa stipulates its directors the board shall be elected by adopting the candidates nomination system as prescribed in Article 192-1 of the Company Act, and the composition of its board of directors shall take diversity into consideration in addition to company operation, business model, and development planning considerations to select experts from various to organize the board. Moreover, to strengthen board performance and management, Walsin Lihwa established its Nomination Committee on August 6, 2021, and the Organization Rules of the Nomination Committee include the Principles for Selection and Appointment of Directors and Senior Managerial Officers and Their Ongoing Education and Succession Plans.
  • Planning for Succession of Directors and Succession Implementation
    A. For the effectiveness of board diversity, sustainable development, as well as independence and professional qualifications as prescribed in the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, Walsin Lihwa factors in the following principles when nominating director candidates:
    a. No discrimination of candidates’ ages, genders, ethnicities, and/or nationalities
    b. Elites with expertise and rich experience in various domains that meet the needs of the company’s diversified development
    c. Knowledge, skills, and experience necessary to perform their duties:
    1. Operational judgements
    2. Accounting and financial analysis
    3. Management and administration
    4. Risk management
    5. Crisis management
    6. Knowledge of the industry
    7. An international market perspective
    8. Leadership
    9. Decision-making
    B. Walsin Lihwa’s Regulations Governing Board Performance Evaluation takes comprehensive consideration of board performance evaluation results, directors’ participation in company operations, as well as their contribution to the company and their responsibilities to confirm the effectiveness of board functioning as a reference for selection of its directors. Moreover, pursuant to the Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies, Walsin Lihwa provides ongoing education to its directors to further improve their outstanding characteristics and decision-making effectiveness. In 2021, all directors of the board of Walsin Lihwa complied with the Regulations Governing Board Performance Evaluation and their ongoing education also proceeded well.
  • Planning for Succession of Senior Managerial Officers and Succession Implementation
    A. The selection, development, and succession of senior managerial officers, critical to business sustainability, are planned as follows:
    a. Selection principle: Consistency with the core values of Walsin Lihwa, i.e., business integrity, a down-to-earth attitude toward business, pursuit of excellence, and emphasis on scientific approaches
    b. Succession planning: Management training programs, enhancement of competencies for new technology, and job rotation based on successor candidates’ development potentials to focus on training resources relevant to company and departmental objectives to strengthen such candidates’ competitiveness in their current jobs
    c. Development objective: Visionary leadership development through purposeful, systematic, and well-organized learning by doing to establish the most up-to-date management languages, help optimize the organizational culture at Walsin Lihwa, and lay a solid foundation for sustainable management
    B. How Walsin Lihwa develops possible successor candidates at present:
    a. The president, vice presidents, and other senior managerial officers invited to sit in at quarterly board and operation meetings to help strengthen their decision-making and judgement competencies
    b. Successor candidates’ performance evaluation results as a reference for the selection of qualified successors
    c. Two annual sessions of education and training for senior managerial officers above the divisional director level to cover performance management, leadership, economic and industry knowledge, and business sustainability to help them keep pace with the latest management thinking and stay on top of relevant contemporary issues through exchange and sharing with external lecturers and trainers

Pursuant to Article 14 of its Articles of Association, Walsin Lihwa shall have 9 to 11 directors of the board including at least 3 independent directors, and the number of directors of the board shall be determined by the board, Elections of directors of the board shall abide by the candidate nomination system as prescribed in Article 192-1 of the Company Act, and shareholders shall elect directors from among the nominees listed in the roster of director candidates. The acceptance and public announcement of the nomination of candidates for directors of the board shall be governed by the Company Act, Securities and Exchange Act, and other relevant laws and regulations.

Pursuant to Article 14-4 of the Securities and Exchange Act, Walsin Lihwa has established its Audit Committee in lieu of a supervisor. The Audit Committee consists of all the independent directors of the board to have the Company Act, Securities and Exchange Act, other relevant laws and regulations, and statutory supervision power executed.

Reelection of Directors and Independent Directors in 2023

The 19th term of office of directors and independent directors of Walsin Lihwa expired in 2023, and the 20th term of office was elected pursuant to Article 14 of the Articles of Association at the shareholders’ meeting on May 19, 2023. The newly elected 11 directors including 4 independent directors have a term of office for 3 years, effective upon being elected, from May 19, 2023 through May 18, 2026.

The reelection adopted the candidate nomination system as prescribed in Article 192-1 of the Company Act for shareholders to elect directors from among the nominees listed in the roster of director candidates. The number of director and independent director candidates, candidates’ names, as well as their qualifications, professionalism, independence, and concurrent positions were passed by the board on February 24, 2023 and announced accordingly.

  • Appointment and Qualifications
    Pursuant to Article 192-1 of the Company Act, Walsin Lihwa expressly stipulated in its shareholders’ meeting notice on March 2, 2023 that any shareholder holding 1% or more of the total number of outstanding shares issued by the company may submit to the company in writing a roster of director and independent candidates during the nomination period.
  • Notice of Nomination of Director and Independent Director Candidates on March 2, 2023
Announcement
Number of directors to be elected 11 directors including 4 independent directors (the number of director and independent director candidates nominated shall not exceed the quota of the directors and independent directors to be elected and the director and independent
director candidates nominated shall be legally qualified)
Nomination period March 6 to 16, 2023
Address Shareholders Service Office, Walsin Lihwa
Address: 8F, 398, Xingshang Road, Neihu District, Taipei
Tel: 02-2790-5885
Shareholders’ meeting for review of nomination March 31, 2023
Information required for review The shareholders nominating director and independent director candidates should provide their names, shareholder account numbers (or identity card numbers or tax ID numbers), share certificates, and/or why anyone is nominated if the
nominee has been be an independent director of Walsin Lihwa for 3 consecutive terms of office. Nominees should provide their personal data, independent director declarations, and statuses of concurrent positions as prescribed
by Article 2 to Article 5 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.
Others Nil
  • Professional Qualification Requirements for Independent Directors
Mr. Hsueh, Ming-ling Mr. Hu, Fu-hsiung Mr. Duh, Tyzz-Jiun Mr. Gau, Wey-Chuan 
I. An independent director shall meet one of the following professional qualification requirements, together with at least five years’ work experience:
1. An instructor or higher in a department of commerce, law, finance, accounting, or other academic department related to the business needs of the company in a public or private junior college, college, or university; O O
2. A judge, public prosecutor, attorney, certified public accountant, or other professional or technical specialist who has passed a national examination and been awarded a certificate in a profession necessary for the business of the
company; and		 O O
3. Work experience in the area of commerce, law, finance, or accounting, or otherwise necessary for the business of the company. O O O O
II. A person to whom any of the following circumstances applies may not serve as an independent director:
1. Any of the circumstances in the subparagraphs of Article 30 of the Company Act, and O O O O
2. Elected in the capacity of the government, a juristic person, or a representative thereof, as provided in Article 27 of the Company Act. O O O O
III. During the two years before being elected or during the term of office, an independent director may not have been or be any of the following:
1. An employee of the company or any of its affiliates, O O O O
2. A director or supervisor of the company or any of its affiliates, O O O O
3. A natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate of one percent or more of the total number of issued shares of
the company or ranking in the top 10 in holdings,		 O O O O
4. A spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of a managerial officer under subparagraph 1 or any of the persons in the preceding two subparagraphs, O O O O
5. A director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the company, or that ranks among the top five in shareholdings, or that designates its
representative to serve as a director or supervisor of the company under Article 27, paragraph 1 or 2 of the Company Act,		 O O O O
6. If a majority of the company’s director seats or voting shares and those of any other company are controlled by the same person: a director, supervisor, or employee of that other company, O O O O
7. If the chairperson, general manager, or person holding an equivalent position of the company and a person in any of those positions at another company or institution are the same person or are spouses: a director (or governor),
supervisor, or employee of that other company or institution,		 O O O O
8. A director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution, as noted in the following (1) – (4), that has a financial or business relationship with the
company:		 O O O O
(1) It holds 20 percent or more and no more than 50 percent of the total number of issued shares of the company; O O O O
(2) It holds shares, together with those held by any of its directors, supervisors, and shareholders holding more than 10 percent of the total number of shares, in an aggregate total of 30 percent or more of the total number of issued
shares of the public company, and there is a record of financial or business transactions between it and the public company. The shareholdings of any of the aforesaid persons include the shares held by the spouse or any minor child of the
person or by the person under others’ names;		 O O O O
(3) It and its group companies are the source of 30 percent or more of the operating revenue of the company; and O O O O
(4) It and its group companies are the source of 50 percent or more of the total volume or total purchase amount of principal raw materials (those that account for 30 percent or more of total procurement costs, and are indispensable and
key raw materials in product manufacturing) or principal products (those accounting for 30 percent or more of total operating revenue) of the company.		 O O O O
9. The preceding restrictions do not apply to a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the
company or any affiliate of the company, or that provides commercial, legal, financial, accounting or related services to the company or any affiliate of the company for which the provider in the past 2 years has received cumulative
compensation exceeding NT$500,000, or a spouse thereof; provided, this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and
acquisition, who exercises powers pursuant to the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies or to the Business Mergers and Acquisitions Act or related laws or regulations.		 O O O O
IV. No independent director of the company may concurrently serve as an independent director of more than three other public companies. O O O O
V. Pursuant to the Company Act andRegulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies,there are 2 independent directors andnot less than one-fifth of the
director seats are held by independent directors.		 O O O O
  • Nomination Process and Candidate Data
    From March 6 to 16, 2023, any shareholder holding 1% or more of the total number of outstanding shares issued by the company could submit to the company in writing a roster of director and independent director candidates. As of March 16, 2023, no shareholder submitted any roaster. On February 24, 2023 when the board nominated director and independent director candidates, the independent director candidates already met the qualification requirements for professionalism, independence, and concurrent serving restrictions as prescribed by the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies and they were accordingly announced.
  • Election and Appointment
    On May 19, 2023, the shareholders’ meeting reelected directors and independent directors by disclosed cumulative voting and the votes for directors and independent directors were separately counted pursuant to the company’s Methods of Election of Directors of the Board. The term of office of the new board is 3 year from May 19, 2023 through May 18, 2026.

Meeting Date Important Resolution
2024/3/29 1.Approval of a US$ 35,000 thousand capital increase at Concord Industries Limited, a wholly owned subsidiary.
2.Approval of the disposal of 20% equity of Innovation West Mantewe Pte. Ltd. in Singapore for a total amount of US$ 58,652 thousand.
2024/3/11 The BOD resolved to convene 2024 annual shareholders’ meeting. (Adding new cause)
2024/2/23 1.Approval of the 2023 consolidated financial report.
2.Approval of the earnings distribution plan for the fiscal year 2023, with a proposed cash dividend of NT$1.1 per share.
3.The 2024 Annual Shareholders’ Meeting is scheduled to be held at 9 a.m. on May 17, 2024, at the multifunction conference hall, 1F, 15, Lane 168, Xingshan Road, Neihu District, Taipei.
4.Approval of the total amount will not exceed NT$ 5 billion to issue corporate bond.
2024/2/19 Approval of subsidiary Cogne Acciai Speciali S.p.A. acquiring 100% equity of Mannesmann Stainless Tubes GmbH (Germany), with the total amount not exceeding EUR 135 million.
2024/1/26 Approval of subsidiary Cogne Acciai Speciali S.p.A. acquiring 65% equity of Com.Steel Inox S.p.A.(Italy), with the total amount not exceeding EUR 28 million.

Meeting Date Important Resolution
2023/11/3 1.Approval of the consolidated financial statements of the 3rd quarter of 2023.
2.Approval to participate in the cash capital increase in Winbond Electronics Corp. with a total amount not exceeding NT$1.2 billion.
2023/8/11 1.Approval of the consolidated financial statements of the 2nd quarter of 2023.
2.Resolved to dispose of 29.5% equity of PT. Westrong Metal Industry in Indonesia for a total amount of USD 146 million.
3.Resolved to acquire 75% equity of Berg Holding Limited in Hong Kong for a total amount of USD 119 million.
(As a result of this acquisition, Walsin Singapore Pte. Ltd. holds a total of 79.61% of PT. Sunny Metal Industry’s stock.)
2023/5/29 Approved to issue common shares for cash to sponsor the issuance of GDR, with a tentative issuance range of 240,000 thousand to 300,000 thousand common shares.
2023/5/5 1.Approval of the consolidated financial statements of the 1st quarter of 2023.
2.Approval of subsidiary Cogne Acciai Speciali S.p.A. acquiring 100% equity of Special Melted Products Ltd., with a transaction amount was approximately GBP 144 million.
3.Approval of the total amount will not exceed EUR 140 million to inject capital to Cogne Acciai Speciali S.p.A. via Luxembourg subsidiaries.
4.Approval of represented subsidiary WALSIN ENERGY CABLE SYSTEM CO., LTD. to announcement the acquisition of right-of-use assets of land from related party.
2023/3/24 1.The BOD resolved to convene 2023 annual shareholders’ meeting. (Adding new cause)
2.Approval of the total amount will not exceed 300 million new common shares to sponsor issuance of GDR and/or issue new common shares via book building.
3.Approval of a US$45,000,000 capital increase at Walsin Singapore Pte., a wholly owned subsidiary.
2023/2/24 1.Approval of the 2022 business report.
2.Approval of the 2022 earnings distribution plan to pay NT$1.8 in cash per share.
3.A regular shareholders’ meeting at 9 a.m. on May 19, 2023 at the multifunction conference hall, 1F, 15, Lane 168, Xingshan Road, Neihu District, Taipei.
4.Approval of the total amount will not exceed NT$10 billion to issue corporate bond.
5.Approval of the company and its subsidiary Walsin Energy Cable System Co., Ltd., to sign Joint Venture Agreement, Technology Consultancy Agreement and Technology Licence Agreement with Sweden’s NKT HV Cables AB, and the company to participate the capital increase in cash of its subsidiary Walsin Energy Cable System Co., Ltd. with total amount of NT$2.7 billion.
6.Approval of represented subsidiary Borrego Energy, LLC to announce the disposal of its business of the solar PV and energy storage procurement platform division, with a transaction amount was approximately US$35 million.

Meeting Date Important Resolution
2022/11/4 1.Approval of the consolidated financial statements of the 3rd quarter of 2022.
2.Approval of a US$300,000,000 capital Increase at Walsin Singapore Pte., a wholly owned subsidiary.
3.Resolved to terminate the trading of Global Depositary Receipts(GDRs) on the London Stock Exchange.
2022/8/5 1.Approval of the consolidated financial statements of the 2nd quarter of 2022.
2.Resolved to acquire 29.5% equity of PT. Westrong Metal Industry in Indonesia for the total amount of USD 146 million.
3.Resolved to loan to subsidiary PT. Sunny Metal Industry for NT$5,223,290,000.
2022/5/31 1.Resolved to acquire 70% equity of Cogne Acciai Speciali S.p.A. in Italy for the total amount of EUR 225 million.
2.Resolved to acquire 40% equity of Innovation West Mantewe Pte. Ltd. (hereinafter referred to as IWM) in Singapore for the total amount of US$ 80 million, IWM holds 45% equity of PT. Transcoal Minergy (an Indonesian company).
2022/5/24 1.Resolved to the disposal of land to Hwa Bao Botanic Conservation Corp., implementing the project to conserve and collect of native plant resources, and to cultivate the capability of conservation native plant resources.
2.Resolved to spin off and sell the development business of the Company’s U.S. subsidiary, Borrego Solar Systems, Inc. to ECP , for restructuring the Company’s business strategy of green energy.
2022/5/6 Approval of the consolidated financial statements of the 1st quarter of 2022.
2022/4/11 Resolved to acquire 50.1% equity of PT. Sunny Metal Industry in Indonesia for the total amount of US$ 200 million.
2022/3/18 1.The BOD resolved to convene 2022 annual shareholders’ meeting(method of convening the meeting: hybrid shareholders’ meeting) and adding new cause.
2.Approval of the acquisition of right-of-use assets of land for the term of 20 years located at intercontinental container terminal project phase 1 back line A6-A at port of Kaohsiung.
3.Approval of the total amount will not exceed NT$10 billion to issue corporate bond.
2022/2/22 1. Approval of the 2021 business report.
2.Approval of the 2021 earnings distribution plan to pay NT$1.6 in cash per share.
3.A regular shareholders’ meeting at 9 a.m. on May 13, 2022 at the multifunction conference hall, 1F, 15, Lane 168, Xingshan Road, Neihu District, Taipei.

Meeting Date Important Resolution
2021/12/13 Approval of the cash capital increase and tentative number of common shares to be issued is 300,000,000 shares.
2021/11/05 Approval of the financial statements of the 3rd quarter of 2021.
2021/08/06 1.Approval of the financial statements of the 1st half of 2021.
2.Approval of the total amount will not exceed NT$10 billion to issue unsecured corporate bond.
2021/06/25 1.A regular shareholders’ meeting has been rescheduled at 9:00 a.m., July 15, 2021 at 1F, 15, Lane 168, Xingshan Road, Neihu District, Taipei City.
2.Approval of the total transaction amount will not exceed USD178,500 thousand to acquire 100% equity of New Hono Investment Pte. Ltd.
2021/05/07 Approval of the financial statements of the 1st quarter of 2021.
2021/02/26 1.2020 business report presentation
2.Passage of the 2020 earning distribution plan to pay NT$0.9 in cash per share
3.A regular shareholders’ meeting scheduled at 9:00 a.m., May 28, 2021 at 1F, 15, Lane 168, Xingshan Road, Neihu District, Taipei City
4.Passage of secured ordinary corporate bond issuance up to NT$8 billion。
2021/01/22 1.Passage of an appointment of a new Corporate Governance Director
2.Passage of an acquisition of ordinary shares up to NT$1.8 billion from TECO Electric & Machinery Co., Ltd.

Meeting Date Important Resolution
2020/11/20 Approval of a capital increase by offering 205,332,690 new shares in exchange for 171,103,730 ordinary shares from TECO Electric & Machinery Co. — a ratio of 1: 0.8333 — for the two companies to strengthen strategic cooperation.
2020/11/13 1.Report of the financial statements of the 3rd quarter of 2020.
2.Approval of a buyback of 60,000,000 shares as treasury stock for a capital reduction with the capital reduction record date scheduled on November 16, 2020.
3.Approval of a US$54,000,000 capital reduction at Walsin Specialty Steel Holdings Ltd., an important subsidiary.
4.Approval of a capital expenditure budget for an expected investment of NT$4.3 billion in smart manufacturing facilities for power cable production and warehouse automation.
2020/08/04 1.Approval of the financial statements of the 1st half of 2020.
2.Approval of appointment of members of the 4th term of office of the Remuneration Committee.
3.Approval of a financial executive reshuffle.
4.Approval of a buyback of 40,000,000 shares as treasury stock for a capital reduction with the capital reduction record date scheduled on August 5, 2020.
5.Approval of the 25th treasury stock buyback from August 5 through October 4, 2020 for a buyback of 60 million shares on the open market with the buyback price ceiling at NT$17.5 per share.
2020/05/29 Approval of the election and appointment of the chairman of the board
2020/04/10 1.Approval of a Chief Marketing Officer reshuffle.
2.Approval of additions to the regular shareholders’ meeting agenda on May 29, 2020.
3.Approval of the 24th treasury stock buyback from April 13 through June 12, 2020 for a buyback of 40 million shares on the open market with the buyback price ceiling at NT$16.5.
2020/02/27 1.Approval of the 2019 business report.
2.Approval of the 2019 earnings distribution plan to pay NT$0.5 in cash per share.
3.A regular shareholders’ meeting at 9 a.m. on May 29, 2020 at the multifunction conference hall, 1F, 15, Lane 168, Xingshan Road, Neihu District, Taipei.
4.Approval of an audit executive reshuffle.
5.Approval of an acquisition of ordinary shares from HannStar at no higher than NT$540 million.
2020/01/10 1.Approval of the establishment of PT Walsin Nickel Industrial Indonesia to set up nickel pig iron and power plants in the Morowali Industrial Park.
2.Approval of a loan of NT$7,495,000,000 provided to PT Walsin Nickel Industrial Indonesia.
3.Approval of a US$178,500,000 corporate bond acquisition from Golden Harbour International Pte. Ltd.

Meeting Date Important Resolution
2019/11/01 1.Report of the financial statements of the 1st 3 quarters of 2019.
2.Approval of selling part of the land and buildings of the Yangmei plant to Prosperity Dielectrics.
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2019/06/12 1.Approval of appointment of a new President.
2.Approval of a financial executive reshuffle.
3.Approval of installation of a governance director.
2019/05/24 1.Approval of a sale of 94.3％ of the company’s shareholdings in Nanjing Walsin Metal Co. Ltd. to Gree Electric Appliances Inc. of Zhuhai through two subsidiaries, Renowned International Limited and Walsin China Investment Co., Ltd.
2.Approval of Renowned International Limited’s capital reduction to return the payment of RMB$161,374,000 for share subscription and proceed with liquidation.
3.Approval of Renowned International Limited’s capital reduction to return the payment of US$70,917,455 for share subscription.
2019/05/06 Report of the financial statements of the 1st quarter of 2019.
2019/02/22 1.Approval of the 2018 business report.
2.Approval of the 2018 earnings distribution plan to pay NT$1.2 in cash per share.
3.A regular shareholders’ meeting at 9 a.m. on May 24, 2019 at the multifunction conference hall, 1F, 15, Lane 168, Xingshan Road, Neihu District, Taipei.

Meeting Date Important Resolution
2018/08/02 1.Report of the financial statement of the 1st half of 2018.
2.Approval of a buyback of 40,000,000 shares as treasury stock for a capital reduction with the capital reduction record date scheduled on August 6, 2018.
2018/05/04 1.Report of the financial statements of the 1st quarter of 2018.
2.Approval of Walsin Specialty Steel Holdings Ltd.’s US$100 million capital increase.
2018/02/23 1.Approval of the 2017 business report.
2.Approval of the 2017 earnings distribution plan to pay NT$1 in cash per share.
3.A regular shareholders’ meeting at 9 a.m. on May 25, 2018 at the multifunction conference hall, 1F, 15, Lane 168, Xingshan Road, Neihu District, Taipei.
4.Approval of participation in Powertec Energy’s seasoned equity offering to subscribe to 34,027,000 shares totaling NT$340 million.

Meeting Date Important Resolution
2017/11/03 1.Report of the financial statements of the 1st 3 quarters of 2017.
2.Approval of participation in Winbond’s seasoned equity offering to subscribe to 72,521,000 shares totaling NT$1.6 billion.
2017/08/04 1.Report of the financial statements of the 1st half of 2017.
2.Approval of appointment of the Chief Information Officer and the Chief Technology Officer.
2017/05/26 1.Approval of establishment of the Audit Committee.
2.Approval of appointment of the members of the 3rd term of office of the Remuneration Committee.
2017/05/05 1.Report of the financial statements of the 1st quarter of 2017.
2.Approval of a buyback of 30,000,000 shares as treasury stock for a capital reduction with the capital reduction record date scheduled on May 5, 2017.
2017/02/17 1.Approval of the 2016 business report.
2.Approval of the 2016 earnings distribution plan to pay NT$0.7 in cash per share.
3.A regular shareholders’ meeting at 9 a.m. on May 26, 2017 at the multifunction conference hall, 1F, 15, Lane 168, Xingshan Road, Neihu District, Taipei.
4.Approval of participation in Powertec Energy’s seasoned equity offering to subscribe to its shares up to NT$693 million.
2017/01/13 1.Approval of lifting the non-competition restriction on managerial officers.
2.Approval of Walsin Specialty Steel Holdings Ltd.’s capital reduction to return the payment of US$4,400,000 for share subscription.
3.Approval of donation to the HannStar Foundation — a juridical person — to help promote cultural and education events as well as the culture and creative industries.

Meeting Date Important Resolution
2016/10/28 1.Report of the financial statements of the 1st 3 quarters of 2016.
2.Approval of company organization adjustment that the chairman of board does not concurrently serve as CEO.
3.Approval of appointment of independent director Hsueh, Ming-Ling as a member on the Remuneration Committee.
4.Approval of Walsin Lihwa Holdings Ltd.’s capital reduction to return the payment of US$225 million for share subscription.
5.Approval of a buyback of 120,000,000 shares as treasury stock for a capital reduction with the capital reduction record date scheduled on November 1, 2016.
2016/07/29 1.Report of the financial statements of the 1st half of 2016.
2.Approval of lifting the non-competition restriction on managerial officers.
3.Approval of a buyback of 60,000,000 shares as treasury stock for a capital reduction with the capital reduction record date scheduled on August 1, 2016.
4.Approval of a buyback of 120,000,000 shares as treasury stock to maintain company credit and shareholder interests.
5.Approval of cash dividend distribution for 2015 with the ex-dividend day (shares bought not entitled to dividend payout) scheduled on October 18, 2016, the ex-dividend record day on October 24, 2016, and the dividend payout date on November 11, 2016.
2016/04/29 1.Report of the financial statements of the 1st quarter of 2016.
2.Approval of Walsin (Nanjing) Development Co., Ltd.‘s mall and office complex construction in the AB block of Walsin Centro.
3.Approval of a buyback of 60,000,000 shares as treasury stock.
2016/02/26 1.Approval of the 2015financial statements.
2.Resolution of a cash dividend payment of NT$0.2 per share.
3.A regular shareholders’ meeting at 9 a.m. on May 25, 2016 at the multifunction conference hall, 1F, 15, Lane 168, Xingshan Road, Neihu District, Taipei.

Meeting Date Important Resolution
2015/10/28 1.Report of the financial statements of the 3rd quarter of 2015.
2.Approval of the Business Integrity Committee’s 2015 implementation results and work planning for 2016.
3.Report of achievements in corporate social responsibility promotion in 2015.
2015/07/29 1.Report of the financial statements of the 1st half of 2015.
2.Implementation of Walsin Specialty Steel Holdings Ltd.’s capital reduction out of overall financial planning.
2015/06/17 Approval of a buyback of 40,000,000 shares as treasury stock transferred to employees.
2015/04/29 Report of the financial statements of the 1st quarter of 2015.
2015/04/01 Resolution of implementation of Walsin Lihwa Holdings Ltd.’s US$420 million seasoned equity offering for working capital enhancement.
2015/02/17 1.Approval of the 2014 financial statements.
2.A regular shareholders’ meeting at 9 a.m., May 27, 2015 at Grand Victoria Hotel Taipei.
3.Resolution of no dividend payout.
2015/01/14 1.Approval of lifting the non-competition restriction on managerial officers.
2.Shares of NT$498 million in Walsin Lippo Industries acquired from Walsin Lihwa Holdings Ltd. for investment structure streamlining.
3.Implementation of inter-subsidiary financing to strengthen financial management effectiveness.

Meeting Date Important Resolution
2014/10/29 1.Report of the financial statements of the 3rd quarter of 2014.
2.Shares of up to RMB$340 million in Hangzhou Walsin Power Cable & Wire Co., Ltd. acquired through Walsin China Investment Co., Ltd., a newly established overseas holding subsidiary.
3.Proposed divestment of 50 million ordinary shares in Winbond at no lower than NT$9 per share from November 1, 2014 through April 30, 2015.

Pursuant to the Regulations Governing Board Performance Evaluation of Walsin Lihwa, the Company shall conduct board performance evaluation at least once every year, and such evaluation shall be conducted by an external independent professional institution or a panel of external experts and scholars at least once every three year. The board performance evaluation for the current year shall be conducted at the end of each year.
In 2018 and 2022, the Company commissioned the Taiwan Corporate Governance Association — an independent third party without any business dealing with the Company — to evaluate 8 major aspects of the board performance. Interviews and questionnaire surveys took place to evaluate the 8 major aspects, including the board’s organization, guidance, delegation, supervision, communication, self-discipline, internal control, and risk management. In 2018 and 2022, the Company commissioned the Taiwan Corporate Governance Association — an independent third party without any business dealing with the Company — to evaluate 8 major aspects of the board performance. Interviews and questionnaire surveys took place to evaluate the 8 major aspects, including the board’s organization, guidance, delegation, supervision, communication, self-discipline, internal control, and risk management. Through the evaluation by the professional organization as well as exchange with and guidance from the panel, the Company is able to benefit from objective and professional evaluation results and recommendations.
The 2022 board performance evaluation was completed in December 2022, and the evaluation results were reported at a board meeting on January 10, 2023. For more details, please refer to the file attached to the webpage.

  • The Attendance Records of the Board Members

During the 20th term of office of directors of the board from May 19, 2023 through May 18, 2026, 9 board meetings were convened and the attendance to the meetings follows:


Note: Vice Chairman Ms. Chiao, Patricia resigned on March 11, 2014.