京元電子

ESGOverview Letter from the Management Stakeholder area Corporate Governance Sustainable Value Chain Environmental Friendliness Employee Care Social Participation Sustainability report

KYEC formulates Articles of Incorporation, “The Regulations of Corporate Governance,” and company organization structure following Company Act, Securities and Exchange Act, “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies,” and relevant regulations. Shareholders’ meeting and Board of Directors are on the top of the Company corporate governance structure. Shareholders can exercise their voting rights through Shareholders' Meeting electronic voting platform, to involve the decision-making process of critical operations and further enhance the convenience of shareholders' participation in shareholders’ meeting. Every proposal is voted sequentially in the meeting, and resolutions are recorded in the meeting minute, to make the operation be under the highest standard of corporate governance. The Company sets up the Audit Committee and Compensation Committee through authorizing by the Board of Directors, to assist the Board performs its supervisory responsibilities.

「Business conduct and ethics compliance reporting system」

Board of Directors Compensation Committee Audit Committee lmportant resolutions Grievance and Whistleblowing

Summary of the Company’s important resolutions made by the shareholders’ meeting board of directors’ meeting for 2023 and up to the date of printing of the annual report:

Meeting Date	Important board resolutions
2023/01/16	1. Approved the Company’s employment of a non-certifying accountant to review its internal control system prescribed for the purchase and payment cycle between January 1, 2021 and September 30, 2022, and to issue a Statement on Internal Control and assurance report. 2. Approved the Company’s disciplinary action against the person responsible for the violation and any other matters related to accountability, based on factual findings uncovered during the non-certifying accountant’s review of the purchase and payment cycle between January 1, 2021 and September 30, 2022. 3. Approved the Company’s resolution adopted at the 21st meeting of the 14th-term Board of Directors, which approved the documents sent to the investigation unit for assistance with investigation. The documents included suspicious points, materials, and CPAs’ internal control review report, all of which were provided by the Company’s legal and audit units to the lawyers.
2023/03/02	1. Approved the motion to have Ernst & Young and its affiliates provide non-assurance services to the Company and its subsidiaries as of December 31, 2023. 2. Approved the motion to apply for medium and long term loans from a financial institution. 3. Approved the 2022 Declaration of Internal Control System. 4. Approved the motion for the Company’s 2023 budget. 5. Approved the amendment to the “Corporate Governance Rules”. 6. Approved the motion for assessment of the independence and competency of the Company’s CPA. 7. Approved the discussion of the motion for allocation of remuneration to employees in 2022 and the motion proposed by the remuneration committee for the remuneration to directors in 2022. 8. Approved the 2022 separate financial statement and consolidated financial statements. 9. Approved the 2022 business report. 10.Approved the motion for the 2022 earnings distribution. 11. Approved the motion for the re-election of the Company’s directors. 12.Approved the motion for the director candidates for the Company’s 15th-term Board of Directors. 13.Approved the removal of non-compete clause for the Company’s directors. 14.Approved the adjustments made by the Remuneration Committee to the remuneration recommended for the Company’s managers for 2023. 15.Approved the motion for organization of the Company’s 2023 general shareholders’ meeting at 2F., No. 6, Yule St., Toufen City, Miaoli County, Taiwan (Grand Royal Hotel Conference Room 205) on May 30, 2023 (Tuesday) at 9 a.m.
2023/05/05	1. Approved the motion to apply for medium and long term loans from a financial institution. 2. Approved the interim consolidated financial statements for the period January 1 to March 31, 2023. 3. Approved the discussion of the motion for allocation of directors’ remuneration in 2022 recommended by the Remuneration Committee. 4. Approved the amendment to the “Procedures for Ethical Management and Guidelines for Conduct”.
2023/05/30	1. Approved the election of Chairman and Vice-Chairman.
2023/06/12	1. Approved the appointment of 5th term Remuneration Committee members.
2023/06/26	1. Approved the motion to apply for medium and long term loans from a financial institution. 2. Approved the date of dividend distribution. 3. Approved the motion on paying the Company's Chairman Chin-Kung Lee directors’ remuneration as recommended by the Remuneration Committee. 4. Approved the motion concerning the 2021 cash capital increase and employee equity incentive program, and the 2022 employee equity incentive program (hereinafter referred to as restricted stock awards) for the Company’s subsidiary King Long Technology (Suzhou) Ltd. (hereinafter referred to as King Long Technology), as well as the list of subscriptions and issuance, as recommended by the Company’s Remuneration Committee. 5. Approved the request for suspension of the evaluation of the Company’s disposal of the equity of subsidiary King Long Technology (Suzhou) Ltd.
2023/08/04	1. Approved the interim consolidated financial statements for the period January 1 to June 30, 2023. 2. Approved the discussion of the adjustments made by the Remuneration Committee regarding the proposed distribution of cash remuneration to the Company’s employees for 2022.
2023/08/08	1. Approved the motion for personnel changes. 2. Approved the motion for personnel changes in subsidiaries King Long Technology (Suzhou) Ltd. and Suzhou Zhen Kun Technology Ltd. 3. Approved the motion for termination of the non-competition restriction on managers.
2023/09/01	1. Approved the motion for change of manager of the company's Tongluo Branch. 2. Approved the motion for termination of the non-competition restriction on managers.
2023/11/03	1. Approved the motion to apply for medium and long term loans from a financial institution. 2. Approved the interim consolidated financial statements for the period January 1 to September 30, 2023. 3. Approved the motion of the 2024 audit plan. 4. Approved the motion for the 2023 professional fees of CPAs. 5. Approved the motion for employee promotion. 6. Approved the motion on paying Chairman Chin-Kung Lee directors’ remuneration in 2024 as recommended by the Remuneration Committee..
2023/12/22	1. Approved the motion to apply for short-term loans from a financial institution. 2. Approved the motion to apply for a syndicated loan of NT$10 billion with a syndicate including the Bank of Taiwan (hereinafter referred to as Syndicated Loan). 3. Approved the 2024 capital expenditures for the Company and its subsidiaries. 4. Approved the motion to change the Company’s CPAs in response to adjustments to the internal organization of EY. 5. Approved the motion to have Ernst & Young and its affiliates provide non-assurance services to the Company and its subsidiaries as of January 1 to December 31, 2024.
2024/02/23	1. Approved the motion to apply for medium and long-term loans from a financial institution. 2. Approved the 2023 Declaration of Internal Control System. 3. Approved amendments to the internal control system. 4. Approved the motion for the Company’s 2024 budget. 5. Approved the motion for assessment on independence and competency of CPAs. 6. Approved the amendment to the “Charter for the Audit Committee”. 7. Approved amendments to the Company’s Rules of Procedures for Board of Directors Meetings. 8. Approved the amendment to the Company’s Articles of Incorporation. 9. Approved the discussion of the motion for allocation of remuneration to employees in 2023 and the motion proposed by the remuneration committee for the remuneration to directors in 2023. 10.Approved the 2023 separate financial statement and consolidated financial statements. 11. Approved the 2023 business report. 12.Approved the motion for the 2023 earnings distribution. 13.Approved the motion for the re-election of directors. 14.Approved the director candidates for the 15th-term Board of Directors. 15.Approved the removal of non-competition restriction for directors. 16.Approved the motion for organization of the Company’s 2024 general shareholders’ meeting at 2F., No. 6, Yule St., Toufen City, Miaoli County, Taiwan (Grand Royal Hotel Conference Room 205) on May 31, 2024 (Friday) at 9 a.m. 17.Approved the adjustments made by the Remuneration Committee to the remuneration recommended for the Company’s managers for 2024. 18.Approved the motion regarding the business expenses of Mr. Chi-Chun Hsieh, Vice-Chairman of the Company, as recommended by the Remuneration Committee.