LOTES CO., LTD

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Corporate Governance

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The 11th Board of Directors( June 13, 2024 ~ June 12, 2027)
The 6th Compensation Committee( June 26, 2024 ~ June 12, 2027) The 2st Audit Committee ( June 13, 2024 ~ June 12, 2027)

Chang, Yih-Cherng

Committee Member
  • University of Delaware, Department of Mechanical Engineering, USA, PhD
  • Professor and Department Director, Chinese Culture University
  • Associate Professor, Chinese Culture University
  • Assistant Professor, Chinese Culture University
  • Project Manager, Taiwan High Speed Rail Corp.
  • Senior Engineer, TAIWAN AEROSPACE CORPORATION

Wu, Chang Hsiu

Committee Member
  • Master of Business Administration, Drexel University,USA
  • CPA of Dean Shine CPA Firm
  • Partner, DS Certified Public Accountants
  • Officer,Public Service Pension Fund Management Board
  • Revenue Officer, National Taxation Bureau of the Southern Area, Ministry of Finance
  • Semi Senior, TNS Accounting Firm

Jiaming Investment Co., Ltd. Representative:Chu, Te-Hsiang

Chairperson
  • Taishan Senior High School/ Mechanical Department
  • Lotes Co., Ltd./Chairperson
  • Jiaming Investment Co., Ltd./Chairperson
  • Jinling Investment Co., Ltd./Supervisor
  • Good Hope Investments Limited/Chairperson
  • LOTES INVESTMENT LTD./Chairperson
  • Lotes Suzhou Co., Ltd/Chairperson
  • Lotes Guanghou Co., Ltd/Vice Chairperson
  • Jiayu Investment Co., Ltd./Chairperson
  • Ememe Robot Co., Ltd/Chairperson
  • Lucemitek Co., Ltd/Legal Representative of a Director
  • Lintes Technology Co., Ltd/Chairperson
  • Radinet Communications Inc./Legal Representative of a Director
  • Dechuan Investment Co., Ltd./Chairperson

Wang, Jen-Chun

Committee Member
  • S.J.D.,University of Pennsylvania Law School
  • Equity Partner, Tsar & TsaiLaw FirmLawyer, Tsar & Tsai
  • Law FirmLaw Clerk, Department of Clerks for the Justices of the Constitutional Court, Judicial Yuan

Wang, Jen-Chun

Committee Member
  • S.J.D.,University of Pennsylvania Law SchoolEquity
  • Partner, Tsar & TsaiLaw Firm
  • Lawyer, Tsar & TsaiLaw FirmLaw
  • Clerk, Department of Clerks for the Justices of the Constitutional Court, Judicial Yuan

Jin Ling Investment Co., Ltd. Representative:Ho, Te-Yu

Director
  • Northern Occupational Training Council / Department of Die Molding
  • Lotes Co., Ltd./President
  • Jinling Investment Co., Ltd./Chairperson
  • Dunlin Investment Co., Ltd./Chairperson
  • Good Hope Investments Limited/Director
  • LOTES INVESTMENT LTD./Director
  • Lotes Guanghou Co., Ltd/Chairperson
  • Lotes-zsdz Co., Ltd/Chairperson
  • Tsongkha Technology (Shenzhen ) Co., Ltd/Director
  • Lotes Suzhou Co., Ltd/Vice Chairperson
  • Lotes Hengnan Co., Ltd./Chairperson
  • Lotes Hengnan Co., Ltd./Chairperson
  • Lintes Technology Co., Ltd/Director
  • Jiayu Investment Co., Ltd./Director
  • Lotes Zhongshan Co., Ltd/Director

Wu, Chang Hsiu

Committee Member
  • Master of Business Administration, Drexel University,USA
  • CPA of Dean Shine CPA Firm
  • Partner, DS Certified Public Accountants
  • Officer,Public Service Pension Fund Management Board
  • Revenue Officer, National Taxation Bureau of the Southern Area, Ministry of Finance
  • Semi Senior, TNS Accounting Firm

Chang, Yih-Cherng

Committee Member
  • University of Delaware, Department of Mechanical Engineering, USA, PhD
  • Professor and Department Director, Chinese Culture University
  • Associate Professor, Chinese Culture University
  • Assistant Professor, Chinese Culture University
  • Project Manager, Taiwan High Speed Rail Corp.
  • Senior Engineer, TAIWAN AEROSPACE CORPORATION

Hsieh, Chia-Ying

Director
  • National Taiwan University/ MBA
  • National Taiwan University/ BS, Electrical Engineering
  • LOTES CO., LTD./ Independent Director
  • Leltek INC./Director
  • Total Fortune Capital Limited/ Executive Director
  • Realtek Semiconductor Corp./ Executive Assistant to the President
  • COMMUNICATOR VENTURE MANAGEMENT INC. /Vice President
  • MIS JOINT INTERNATIONAL CO., LTD. /Vice President

Sun, Cherng-Jong

Director
  • Master of Electrical and Computer Engineering, Oklahoma State University
  • Asia Managing Director, Intel Capital
  • Product Line Marketing Manager, Intel Asia-Pacific Market
  • Marketing Technology Project Manager, Intel
  • Research and Development Engineer, Intel

Wang, Jen-Chun

Independent Director
  • S.J.D.,University of Pennsylvania Law School
  • Equity Partner, Tsar & TsaiLaw Firm
  • Lawyer, Tsar & TsaiLaw Firm
  • Law Clerk, Department of Clerks for the Justices of the Constitutional Court, Judicial Yuan

Chang, Yih-Cherng

Independent Director
  • University of Delaware, Department of Mechanical Engineering, USA, PhD
  • Professor and Department Director, Chinese Culture University
  • Associate Professor, Chinese Culture University
  • Assistant Professor, Chinese Culture University
  • Project Manager, Taiwan High Speed Rail Corp.
  • Senior Engineer, TAIWAN AEROSPACE CORPORATION

Wu, Chang Hsiu

Independent Director
  • Master of Business Administration, Drexel University,USA
  • CPA of Dean Shine CPA Firm
  • Partner, DS Certified Public Accountants
  • Officer,Public Service Pension Fund Management Board
  • Revenue Officer, National Taxation Bureau of the Southern Area, Ministry of Finance
  • Semi Senior, TNS Accounting Firm
The company's compensation committee is established in accordance with the " Securities and Exchange Act" and related regulations.
The members shall be appointed by a resolution of the board of directors, and the number shall be three. At least one member shall be an independent director, and all members shall elect an independent director as the convener.
The term of the members of this committee is the same as the term of the appointed board of directors.

Responsibility :
 -Formulate and regularly review the policies, systems, standards and structures of performance evaluation and remuneration of directors, supervisors and managers.
 - Regularly evaluate and determine the remuneration of directors, supervisors and managers. The relevant supervisory salary and remuneration proposal shall be submitted to the board of directors for discussion, and the supervisor’s salary and remuneration shall be prescribed by the company's articles of association or the board of directors authorized by the resolution of the shareholders meeting.
The election of independent directors of the company adopts the candidate nomination system of Article 192-1 of the Company Law, and is stated in Article 13 of theArticles of Incorporation:the number of the independent directors should not be less than two persons and should not be less than one-fifth of the total numbers of directors. In terms of the professional qualifications, shareholding, and part-time restrictions, independence determination, nomination and selection methods, and other compliance matters, the regulations of the competent security authorities must be followed.
 
The nomination system is adopted for the election of the independent directors in this Company. The shareholders must elect from the candidate list of independent directors.
 
 

Major resolution

2025.3.10Major Subject
1.Review of the Company’s total employee remuneration and directors’ remuneration for fiscal 2024
2025.3.10Major Subject

1. The Company's 2025 Budget

2. The Company's 2024 Employee Remuneration and Directors' Remuneration Payment Plan

3. The Company's 2024 Annual Report, Individual Financial Statements, and Consolidated Financial Statements

4. The Company's 2024 Profit Distribution Plan

5. Provide a "Statement of Internal Control System" for this company.

6. Our company regularly assesses the independence and competence of certified public accountants.

7. Our company changed the auditing and certification accountant.

8. The Company's application for credit lines from financial institutions

9. Amend certain articles of the Company's Articles of Association.

10. Proposal to convene an annual shareholders' meeting of the Company

2025.3.10Major Subject
1.Internal audit related matters report
2. KPMG 2024 annual audit execution results report
3. The company's 2025 Budget
4. The company's 2024 annual business report, individual financial statements and consolidated financial statements
5. Proposal on the Company's 2024 Profit Distribution
6. Issue the company's "Internal Control System Statement"
7.Change the auditing and certification accountant
8.Amend some articles of the company’s “Articles of Association”
2025.4.10Major Subject
1. Company's Employee Share Buyback and Transfer Policy
2025.4.10Major Subject
1. To repurchase the Company’s issued ordinary shares
2025.5.9Major Subject
1. The Company's first quarter financial report for 2025
20256.25Major Subject
1. Guarantee liability case for syndicated loan business of the Company's wholly-owned mainland subsidiary.
 
2025.5.9Major Subject
1. Amendments to certain provisions of the Company's "Director Remuneration Payment Regulations"
2025.5.9Major Subject

1. The Company's Financial Report for the First Quarter of 2025

2. Our company applies for credit lines from financial institutions.

3. Amendments to the Company's "Director Remuneration Payment Regulations"

 

2025.12.19Major Subject
1. Announcement of Employee Compensation for the Company's Managers in 2024 and Year-End Bonuses for 2025
2. Announcement of the Company's First Transfer of Treasury Shares to Managers in 2025
2025.6.25Major Subject

1. Set the ex-dividend date for the Company's 2024 cash dividend.

2. Guarantee liability case for syndicated loan business of the Company's wholly- owned mainland subsidiary.

3. Our company applies for credit lines from financial institutions.

2025.8.11Major Subject
1.Internal audit related matters report
2. The Company's Second Quarter Financial Report for 2025
3. Revisions to Certain Approval Procedures in the Company's "Approval Authority Table"
4. The Company's Diversified Investment in Domestic and Foreign Securities
2025.10.1Major Subject
1.  The company conduct the simplified merger with the wholly- owned subsidiary , Jiayou Investment Co., Ltd. in accordance with the provisions of the Merger and Acquisition Act
2025.8.11Major Subject

1. The Company's Financial Report for the Second Quarter of 2025

2. Revise the approval procedures in the company's " Approval Authority Table".

3. The Company's 2024 ESG Report

4. The Company's diversified investment in domestic and foreign securities.

2025.11.10Major Subject
1.Internal audit related matters report
2.The Company's Third Quarter Financial Report for 2025.
3. Amendments to certain provisions of the Company's "Acquisition or Disposal of Asset Control Operations".
4. Provision of funds to the Company's wholly-owned subsidiary in Mainland China.
2025.10.1Major Subject
1.  The company conduct the simplified merger with the wholly- owned subsidiary , Jiayou Investment Co., Ltd. in accordance with the provisions of the Merger and Acquisition Act.
2025.11.10Major Subject

1. The Company’s financial report for the third quarter of 2025 .

2. Report on the operation of the company's stakeholders.

3. Revise certain clauses in the Company’s “Acquisition or Disposal of Asset Control Operations” section.

4. Provide funding loans to the company's 100% mainland China-invested subsidiaries.

2025.12.19Major Subject
1. The Company's 2025 first treasury share transfer to employees
2. Proposed revisions to the "Payroll Cycle" clause of the internal control system
3. Providing a guarantee to a financial institution for the 100% owned Vietnamese subsidiary
4. New investment in the Vietnamese subsidiary.
2025.12.19Major Subject

1. Employee compensation for the company's managers in 2024 and year-end bonuses for 2025 .

2. The Company's first treasury shares purchase to employees and managers in 2025

3. Company's 2026 Internal Audit Plan Schedule

4. Proposed revisions to the " Payroll Cycle " clause of the internal control system.

5. Case of providing endorsement guarantees to financial institutions for a wholly- owned Vietnamese subsidiary.

6. New investment in a subsidiary in Vietnam.

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