- B.S. in Economics, National Taiwan University
- M.S. in Accounting, University of Illinois at Urbana Champaign, U.S.A
- CPA of Taiwan, U.S.A and Australia
- Manager, Senior Assistant Vice President, Vice President, and Group Vice President of Financial Dept. of HON CHUAN
- Assistant Manager of KPMG, Taiwan
- B.S. in Economics, York University
- Ph. D. in Infrastructure Planning and Engineering, Feng Chia University
- Master Degree in urban design, University of Sydney, Australia
- Department of Architecture, Tamkang University
A Chartered Architect in ROC - A member of Urban Renovation advisory committee, Taichung City
- Assistant professor, Department of Architecture, Feng Chia University
- Assistant professor, Department of Landscape design, National Chin-Yi University of Technology
- An arbitrator of Chinese Arbitration Association, Taipei
- Graduated from National Taichung Institute of Commerce, Taiwan
- EMBA, Beijing University, China
- Department of Distribution Management, National Chin-Yi University of Technology, Taiwan
- The Outstanding Enterprise Manager Award Of R.O.C in 1996
- The Outstanding Food Entrepreneur Award of Taiwan Association for Food Science and Technology in 2002
- The Distinguished Alumni Award of National Chin-Yi University of Technology in 2010
- Taiwan Beverage Industries Association- Executive Director
- Taiwan Quality Food Association(TQF)- Director
- B.S. in Economics of University of Toronto
- Master Degree in Politics, Arkansas State University, U.S.A
- Department of Foreign Languages, School of Law, Soochow University
- Pass the Finance Special Examination (Former senior tax officer of Customs Administration, Ministry of Finance)
- The 4th member of the Control Yuan
- Legislator, reappointment for 8 times, Chungkuo Kuomintang
- Convener of Finance Committee
- Ph. D. in Public Finance and Tax, Central University of Finance and Economics, Beijing, China
- M.S. in Accounting, National Chengchi University, Taiwan
- B.S. in Accounting, Fu Jen Catholic University, Taiwan
- B.S. in Law, National Taiwan University
- M.S. in Law, National Taiwan Ocean University
- Honours Ph. D in, National Changhua University of Education
- Ph. D.student in National Development, National Taiwan University
- The 15th and 16th County mayor in Changhua County
- Secretary General of Kuomintang caucus in Legislative Yuan.
- The 5th and 6th Members of the Legislative Yuan
- Deputy County Mayor in Changhua County
- The 13th and 14th County council member in Changhua County
- Received Award of Phoenix from National Fire Agency, Ministry of the Interior
Current term of office: From May 31, 2023 to May 30, 2025
2024-03-08
1st Board of Directors' meeting
Resolutions :
- Report on the implementation of internal audits from November to December in 2023 and January to February in 2024.
- Report on the performance evaluation results of the board of directors, each director, audit committee, and remuneration committee of 2023.
- Report on the implementation of ethical management in 2023.
- Report on the promotion and execution of ethical management policy in 2023.
- Report on the establishment of the whistleblower system to ensure the effectiveness of policy implementation.
- Report on the Group (including subsidiaries)GHG inventory and confirmation.
- Resolution of 2023 employees’compensation and directors’remuneration.
- Approval of 2023 financial statements.
- Approval of 2023 consolidated financial statements.
- Resolution of 2023 profit distribution.
- Resolution of 2023 business report.
- Resolution of holding the 2024 annual shareholders’meeting.
- Resolution of the place and the period of accepting the proposal of 2024 shareholders’meeting.
- Approval of setting up Hon Chuan Packaging Technology (Changshan) Co.,Ltd. through Hon Chuan Food Packing (Jinan) Co., Ltd. and investing beverage packaging production lines.
- Approval of establishing Hon Shin (Thailand) Co., Ltd. through Hon Chuan (Thailand) Co., Ltd. and investing aseptic beverage filling production lines.
- Resolution of the evaluation of external auditor's independence.
- Approval of the Statement of Internal Control System.
- Resolution of the renewal of directors’and officers’liability insurance.
- Resolution of increase (decrease) of corporate guarantee for subsidiaries.
All independent directors’ opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2023-03-10
1st Board of Directors' meeting
Resolutions :
- Report on the implementation of internal audits from November to December in 2022 and January to February in 2023.
- Report on the performance evaluation results of the board of directors, each director, audit committee, and remuneration committee of 2022.
- Report on the implementation of ethical management in 2022.
- Report on the promotion and execution of ethical management policy in 2022.
- Report on the establishment of the whistleblower system to ensure the effectiveness of policy implementation.
- Report on the Company’s derivative transactions.
- Resolution of 2022 employees’ compensation and directors’ remuneration.
- Approval of 2022 financial statements.
- Approval of 2022 consolidated financial statements.
- Resolution of 2022 profit distribution.
- Resolution of 2022 business report.
- Resolution of holding the 2022 annual shareholders’meeting.
- Resolution of the place and the period of accepting the proposal of 2022 shareholders’meeting.
- Resolution of Re-election of directors.
- Resolution of the lifting of non-competition restrictions for the directors and independent directors.
- Resolved to issue the 2023 domestic unsecured corporate bonds.
- Resolution of the evaluation of external auditor's independence.
- Resolution of pre-approving non-assurance services provided by the attesting CPAs, affiliated accounting firm and enterprises to the Company and its subsidiaries.
- Approval of the Statement of Internal Control System.
- Resolution of the contents of directors’ and officers’ liability insurance renewal.
- Resolution of setting up the 2nd aseptic beverage filling production line at Hon Chuan Food Packing (Zhangzhou) Co., Ltd. (funding changes)
- Resolution of the 2023 appointment or discharge of employees of assistant vice president (inclusive) or higher position.
- Resolution of amendments to“Articles of Incorporation.”
- Resolution of amendments to“Rules and Procedures for Meetings of the Board of Directors.”
- Resolution of amendments to“Corporate Governance Best-Practice Principles.”
- Resolution of amendments to“Sustainable Development Best Practice Principles.”
- Resolution of amendments to“Rules and Procedures for Shareholders' Meeting.”
- Resolution of decrease of corporate guarantee for subsidiaries.
- To comply with“Sustainable Development Roadmap”issued by Financial Supervisory Commission R.O.C (Taiwan), the Company conducts the Group (including subsidiaries）GHG inventory and confirmation and progress report.
All independent directors’ opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2023-04-18
2nd Board of Directors' meeting
Resolutions :
- Resolution of nominating and reviewing directors (including independent directors) candidates.
- Resolution of the lifting of non-competition restrictions for the directors and independent directors.
- Resolution of amendments to“Rules and Procedures for Shareholders' Meeting.”
- Resolution of stipulation of“Rules Governing Financial and Business Matters Between this Corporation and its Affiliated Enterprises.”
All independent directors’ opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2023-05-09
3rd Board of Directors' meeting
Resolutions :
- Report on the implementation of internal audits from March to April 2023.
- Report on the Group (including subsidiaries）GHG inventory and confirmation and disclosure schedule.
- Report on the implementation of Information Security Management.
- Approval of the 1st quarter of 2023 Consolidated Financial Statements.
All independent directors’ opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2023-05-31
4th the Board of Directors' meeting
Resolutions :
- Report on the CEO Tsao, Hsih-Chung hand in his resignation.
- All directors present at the meeting appointed Mrs. Ya-Wen, Cheng to be a new chairman.
- Resolution of the appointment of members of the Audit Committee of 3rd term.
- Resolution of the appointment of members of the Remuneration Committee of 5th term.
All independent directors’ opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2023-06-09
5th the Board of Directors' meeting
Resolutions :
- Report on the Company's performance of ESG and the issues that stakeholders are concerned with and risk management operations in 2022.
- All directors present at the meeting appointed a new general manager.
- Resolution of change of the principal financial officer and principal accounting officer of the Company.
- Resolution of the date for cash dividend distribution.
- Resolution of change of general manager of the Company's Chung Kang Branch.
All independent directors’ opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2023-08-10
6th the Board of Directors' meeting
Resolutions :
- Report on the implementation of internal audits from May to July 2023.
- Report on the Group (including subsidiaries）GHG inventory and confirmation and disclosure schedule.
- Approval of the first half of 2023 consolidated financial statements.
- Resolution of setting up a new aseptic beverage filling production line at Hon Chuan Food Packing (Qingxin) Co., Ltd.
- Resolution of change of the corporate governance officer of the Company.
- Resolution of stipulations to " Operational Procedure for Preparation and Validation of the Sustainability Report."
- Resolution of amendments to“ Internal Control Systems.”
All independent directors’ opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2023-11-10
7th the Board of Directors' meeting
Resolutions :
- Report on the implementation of internal audits from August to October 2023.
- Report on the Group (including subsidiaries）GHG inventory and confirmation and disclosure schedule.
- Report on the Company resolved to suspend establishing Hon Chuan (Algeria) SPA.
- Report on the Company cooperates with the bank to cancel the long-term subordinate bond subscription.
- Approval of the 3rd quarter of 2023 consolidated financial statements.
- Resolution of the Company build the plant and establish production lines in VSIP II-A, Binh Duong Province, Vietnam.
All independent directors’ opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2022-03-22
1st Board of Directors' meeting
Resolutions :
- Report on the implementation of internal audits from November to December in 2021 and January to February in 2022.
- Report on the performance evaluation results of the board of directors, each director, audit committee, and remuneration committee of 2021.
- Report on the implementation of ethical management in 2021.
- Report on the promotion and execution of ethical management policy in 2021.
- Report on the establishment of the whistleblower system to ensure the effectiveness of policy implementation.
- Report on the Company’s derivative transactions.
- Resolution of 2021 employees’ compensation and directors’ remuneration.
- Approval of 2021 financial statements.
- Approval of 2021 consolidated financial statements.
- Resolution of 2021 profit distribution.
- Resolution of 2021 business report.
- Resolution of holding the 2021 annual shareholders’ meeting.
- Resolution of the place and the period of accepting the proposal of 2021 shareholders’ meeting.
- Resolution of the evaluation of external auditor's independence.
- Approval of the Statement of Internal Control System.
- Resolution of the contents of directors and officers liability insurance renewal.
- Resolution of setting up the 2nd aseptic beverage filling production line at Hon Chuan Food Packing (Zhanzhou).
- Resolution of setting up the the packing material production line at the 2nd Hon Chuan Food Packing (Chuzhou).
- Resolution of building frozen (refrigerated) warehouse facilities at Port of Taichung Free Trade Zone.
- Resolution of building employees’ dormitory in Wuqi district, Taichung City.
- Resolution of amendments to “Articles of Incorporation”.
- Resolution of amendments to “Procedures for Acquisition or Disposal of Assets”.
- Resolution of amendments to “Corporate Governance Best-Practice Principles”.
- Resolution of amendments to “Sustainable Development Best Practice Principles”.
- Resolution of stipulations to “Risk Management Policy and Procedure”.
- Resolution of the 2022 appointment or discharge of employees of assistant vice president (inclusive) or higher position.
- Resolution of decrease of corporate guarantee for subsidiaries.
All independent directors’ opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2022-05-10
2nd Board of Directors' meeting
Resolutions :
- Report on the implementation of Information Security Management.
- Report on the implementation of internal audits from March to April in 2022.
- Updated report on the Company’s derivative transactions.
- Approval of the 1st quarter of 2022 Consolidated Financial Statements.
All independent directors’ opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2022-06-17
3rd Board of Directors' meeting
Resolutions :
- Report on the Company's performance of ESG and the issues that stakeholders are concerned with and risk management operations in 2021.
- Resolution of the date for cash dividend distribution.
- Resolution of the Company draws up to control the situation of GHG inventory and confirmation and disclosure schedule.
- Resolution of increase (decrease) of corporate guarantee for subsidiaries.
All independent directors’opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2022-08-09
4th the Board of Directors' meeting
Resolutions :
- Report on the implementation of internal audits from May to July 2022.
- Report on the Company's derivative transactions.
- Approval of the first half of 2022 consolidated financial statements.
- Resolution of the Company established Hon Chuan Enterprise Packing (Quzhou) Co., Ltd. in Zhejiang, China, to invest beverage packaging production line.
- Resolution of the Company purchased land in the KIIC industrial estate at Karawang Regency, West Java, Indonesia.
All independent directors’opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2022-11-10
5th the Board of Directors' meeting
Resolutions :
- Report on the implementation of internal audits from August to October 2022.
- Report on the Company's derivative transactions.
- Report on the Group (including subsidiaries）GHG inventory and confirmation and disclosure schedule.
- Approval of the 3rd quarter of 2022 consolidated financial statements.
- Resolution of the Company build the plant and establish production lines in the KIIC industrial estate at Karawang Regency, West Java, Indonesia.
- Resolution of the Company acquired a 100% equity of Hon Chuan Malaysia Sdn. Bhd. due to group structural adjustment.
- Resolution of the Company's 2023 annual audit plans.
- Resolution of stipulations to "Risk Management Best Practice Principles."
- Resolution of the appointment of an information security officer and information security personnel.
- Resolution of increase (decrease) of corporate guarantee for subsidiaries.
- Resolution of excavation for potential business opportunities and M&A targets for a sustainable circular economy. The Company plans to invest in strategic investment funds.
- Resolution of amendments to "Operating Procedures for Handling Internal Material Information and Preventing Insider Trading."
All independent directors’opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2021-03-23
1st Board of Directors' meeting
Resolutions :
- Report on the implementation of internal audits from November to December in 2020 and January to February in 2021.
- Report on the implementation of ethical management in 2020.
- Report on the promotion and execution of ethical management policy in 2020.
- Report on the establishment of the whistleblower system to ensure the effectiveness of policy implementation.
- Resolution of 2020 employees’ compensation and directors’ remuneration.
- Approval of 2020 financial statements.
- Approval of 2020 consolidated financial statements.
- Resolution of 2020 profit distribution.
- Resolution of 2020 business report.
- Resolution of holding the 2021 annual shareholders’ meeting.
- Resolution of the place and the period of accepting the proposal of 2021 shareholders’ meeting.
- Resolution of replacement of CPAs.
- Resolution of the evaluation of external auditor's independence.
- Resolution of the appointment of the corporate governance officer.
- Resolution of the amendment to the “Regulation of Self-Evaluation of the Board of Directors.”
- Approval of the Statement of Internal Control System.
- Resolution of the contents of directors and officers liability insurance renewal.
- Resolution of the 2021 appointment or discharge of employees of assistant vice president (inclusive) or higher position.
- Resolution of decrease of corporate guarantee for subsidiaries.
All independent directors’ opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2021-05-11
2nd Board of Directors' meeting
Resolutions :
- Approval of the 1st quarter of 2021 consolidated financial statements.
- Report on the implementation of internal audits from March to April in 2021.
All independent directors’ opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2021-06-18
3rd Board of Directors' meeting
Resolutions :
- Report on the implementation of internal audits from May in 2021.
- Report on the Company's performance of corporate social responsibility in 2020 and the issues that Stakeholders are concerned.
- In accordance with the instructions of FSC, the Company postpones the date of 2021 Annual Shareholders’ Meeting from June 18, 2021 to July 16, 2021.
- Resolution of the date for cash dividend distribution.
- Resolution of decrease of corporate guarantee for subsidiaries.
All independent directors’ opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2021-08-10
4th Board of Directors' meeting
Resolutions :
- Report on the implementation of internal audits from June to July in 2021.
- Report on the Company’s derivative transactions.
- Approval of the first half of 2021 consolidated financial statements.
- Resolution of the Company attended the sale of lands through tendering in Wuqi district, the National Property Administration, Ministry of Finance, in response to the Aseptic-filling Plant and Free Trade plant's demands for employee dormitory.
- Resolved the amendment of procedures for trading derivatives.
- Resolution of corporate lending funds to others for subsidiaries.
All independent directors’ opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2021-09-30
5th Board of Directors' meeting
Resolutions :
- Resolved to issue the 2021 first domestic unsecured coporate bonds.
- Resolution of replacement of CPAs.
All independent directors’ opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2021-11-09
6th Board of Directors' meeting
Resolutions :
- Report on the implementation of internal audits from August to October in 2021.
- Approval of the 3rd quarter of 2021 consolidated financial statements.
- Resolution of the Company’s 2022 annual audit plans.
- Resolution of increase (decrease) of corporate guarantee for subsidiaries.
All independent directors’ opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2020-03-23
1st Board of Directors' meeting
Resolutions :
- Report on the implementation of internal audits from November to December in 2019 and January to February in 2020.
- Report on the implementation of ethical management in 2019.
- Report on the promotion and execution of ethical management policy in 2019.
- Report on the establishment of the whistleblower system to ensure the effectiveness of policy implementation.
- Resolution of 2019 employees’ compensation and directors’ remuneration.
- Approval of 2019 financial statements.
- Approval of 2019 consolidated financial statements.
- Resolution of 2019 profit distribution.
- Resolution of 2019 business report.
- Resolution of holding the 2020 annual shareholders’ meeting.
- Resolution of the place and the period of accepting the proposal of shareholders’ meeting and the nomination of director candidates.
- Resolution of election of directors.
- Resolution of nominating and reviewing directors (including independent directors) candidates.
- Resolution of the deletion of non-competition promise on new directors and its representatives.
- Resolution of the evaluation of external auditor's independence.
- Resolution of the Board performance evaluation in 2019.
- Approval of the Statement of Internal Control System.
- Resolution of the amendment to “Rules and Procedures for Shareholders' Meeting”.
- Resolution of the amendment to “Rules and Procedures for Meetings of the Board of Directors”.
- Resolution of the amendment to “Audit Committee Charter”.
- Resolution of the amendment to “Remuneration Committee Charter”.
- Resolution of the contents of directors and officers liability insurance renewal.
- Resolution of decrease of corporate guarantee for subsidiaries.
- Resolution of stipulation of “Operating Procedures for Handling Material Inside Information and Preventing Insider Trading”.
- Resolution of amendments to “Ethical Corporate Management Best Practice Principles”.
- Resolution of amendments to “Corporate Social Responsibility Best Practice Principles”.
- Resolution of the share repurchase program.
All independent directors’ opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2020-05-08
2nd Board of Directors' meeting
Resolutions :
- Report on the implementation of internal audits from March to April in 2020.
- Approval of the 1th quarter of 2020 consolidated financial statements.
- Resolution of the decrease of cash capital increase of Hon Chuan (China) Holdings Co., Ltd.
- Resolution of the amendment to “Ethical Corporate Management Best Practice Principles”.
All independent directors’ opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2019-03-26
1st Board of Directors' meeting
Resolutions :
- Resolved the acquisition of 2 aseptic beverage filling lines in Indonesia Hon Chuan.
- Resolved the replacement of CPAs.
- Approval of the statement of internal control system.
- Resolution of the increase (decrease) of corporate guarantee for subsidiaries.
- Resolution of amendments to “Procedures for Acquisition or Disposal of Assets.”
- Resolution of amendments to “Procedures for Loaning of Company Funds to other Parties.”
- Resolution of amendments to “Procedures of Endorsements and Guarantees."
- Resolution of amendments to “Procedures for Trading Derivatives.”
All independent directors’ opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2020-06-19
3rd Board of Directors' meeting
Resolutions :
- All directors present at the meeting appointed Mr. Dai, Hung-Chuan to be re-elected as chairman.
- Resolution of the appointment of members of the Audit Committee of 2nd term.
- Resolution of the appointment of members of the Remuneration Committee of 4nd term.
All independent directors’ opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2019-05-10
2nd Board of Directors' meeting
Resolutions :
- Resolved the foundation of Cambodia Hon Chuan.
All independent directors’ opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2020-06-30
4th Board of Directors' meeting
Resolutions :
- Report on the Company's performance of corporate social responsibility in 2019.
- Resolution of the date for cash dividend distribution.
- Resolution of cancellation of treasury shares.
All independent directors’ opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2019-06-19
3rd Board of Directors' meeting
Resolutions :
- Resolved the cash capital increase of Hon Chuan (China) Holdings Co., Ltd. in order to improve its financial structure.
- Resolved the acquisition of the Company’s 4th aseptic beverage filling line.
All independent directors’ opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2020-08-11
5th Board of Directors' meeting
Resolutions :
- Report on the implementation of internal audits from May to July in 2020.
- Approval of the first half of 2020 consolidated financial statements.
- Resolution of adjustments of corporate guarantee for subsidiaries.
- Resolution of projected cash capital increase to HONLY Holding Co., Ltd. and HONLY FOOD & BEVERAGE CO., LTD from HC (Asia) Holdings Co., Ltd.
All independent directors’ opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2019-08-09
4th Board of Directors' meeting
Resolutions :
- Resolution of the increase (decrease) of corporate guarantee for subsidiaries.
All independent directors’ opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2020-11-10
6th Board of Directors' meeting
Resolutions :
- Report on the implementation of internal audits from August to October in 2020.
- Approval of the 3rd quarter of 2020 consolidated financial statements.
- Resolution of leasing a land in Port of Taichung Free Trade Zone to build the plant and purchase equipment.
- Resolution of the Company’s 2021 annual audit plans.
- Resolution of amendments to “Corporate Governance Best Practice Principle”.
- Resolution of decrease of corporate guarantee for subsidiaries.
All independent directors’ opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2019-11-12
5th Board of Directors' meeting
Resolutions :
- Resolved the foundation of Philippines Hon Chuan.
- Resolved the replacement of CPAs.
- Resolution of the increase (decrease) of corporate guarantee for subsidiaries.
All independent directors’ opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2018-03-27
1st Board of Directors' meeting
Resolutions :
- Resolution of 2017 Employees’ Compensation and Directors’ Remuneration.
- Approval of 2017 Financial Statements.
- Approval of 2017 Consolidated Financial Statements.
- Resolution of 2017 Profit Distribution.
- Resolved to convene 2018 Annual Shareholders’ Meeting on June 15, 2018.
- Approved that the Company increased cash capital to subsidiary Hon Chuan Holding Limited.
- Approved the investment of Hon Chuan (Algeria) SPA in Algeria and establishment of Hon Chuan (Algeria) SPA.
- Resolved to issue the Company’s 1st Domestic unsecured corporate bonds in 2018.
All independent directors’ opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2018-05-11
2nd Board of Directors' meeting
Resolutions :
- Approval of the 1th quarter of 2018 Consolidated Financial Statements.
- Approved the cash capital investment in plastic cap equipment for Indonesia Hon Chuan.
All independent directors’ opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2018-06-15
3rd Board of Directors' meeting
Resolutions :
- Approved that the Company increased capital to Honhua (Samoa) Holdings Co., Ltd.
All independent directors’ opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2018-08-10
4th Board of Directors' meeting
Resolutions :
- Approval of the 2nd quarter of 2018 Consolidated Financial Statements.
- Approved that the Company increased cash capital to subsidiary Hon Chuan Holding Limited.
All independent directors’ opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2018-11-09
5th Board of Directors' meeting
Resolutions :
- Approval of the 3rd quarter of 2018 Consolidated Financial Statements.
All independent directors’ opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2017-03-24
1st the Board of Directors' meeting
Resolutions :
- Resolution of 2016 Employees’ Compensation and Directors' Remuneration.
- Approval of 2016 Consolidated Financial Statements and Business Report.
- Resolution of 2016 Profit Distribution.
- Resolution of convene 2017 Annual Shareholders' Meeting on June 15, 2017.
- Resolution of amendments to "Articles of Incorporation", "Procedures for Acquisition or Disposal of Assets", "Rules and Procedures for shareholders' meeting”, "Rules for Election of Directors and Supervisors", "Procedures for Loaning of Company Funds to other Parties", "Procedures of Endorsements and Guarantees" and "Procedures for Trading Derivatives".
- Resolution of Directors Election.
- Resolution of Release New Directors and Its Representatives from Non-Competition Restrictions.
- Resolution of cash capital increase of HC (Asia) Holding Co., Ltd. which is the Company's sub-subsidiary.
- Resolution of cash capital increase of Hon Chuan Asia Holding Co. Ltd.
- Resolution of the increase (decrease) of corporate guarantee for subsidiaries.
All independent directors’ opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2017-05-02
2nd the Board of Directors' meeting
Resolutions :
- Resolution of Directors Election.
- Resolution of amendments to Rules for Election of Directors and Supervisors.
All independent directors’ opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2017-05-11
3rd the Board of Directors' meeting
Resolutions :
- Acknowledge the consolidated financial statements for the 1th quarter of 2017.
- Resolution of the status regarding proposal for Company's capabilities to self-prepare financial statements".
All independent directors’ opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2017-06-02
4th the Board of Directors' meeting
Resolutions :
- Approved the examination of accountants’ independency.
- Approved that SWIRE COCA-COLA BEVERAGES LTD., TAIWAN BRANCH sold its hot-fill beverage equipments to the Company, and delegated the Company to do OEM production.
- Approved that A Co. delegated the Company to do professional OEM production.
- Approved the investment of bottle water filling production line for CR Beverage and establishment of Hon Chuan Food Packing (Luohe) Co., Ltd. The Company increased capital, which goes through Hon Chuan Holding Limited, Hon Chuan (China) Holding Co., Ltd., and Kai Gang Industries Limited, to Hon Chuan Food Packing (Luohe) Co., Ltd.
- Approved the capital increase of PT Hon Chuan Indonesia.
- Resolution of the increase (decrease) of corporate guarantee for subsidiaries.
- Approved the lists of loan facility’s extension and renewal contracts with correspondent banks.
All independent directors’ opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2017-06-15
5th the Board of Directors' meeting
Resolutions :
- Approved the appointment of new Chairman and Mr. Dai, Hung-Chuan to be re-elected as Chairman.
- Approved the establishment of Audit Committee as regulations and formulation of Audit Committee Organization Charter.
- Approved the appointment of the Company’s three independent directors to be the 3rd commissioner of Remuneration Committee.
All independent directors’ opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2017-06-23
6th the Board of Directors' meeting
Resolutions :
- Resolution of 2016 record date of cash dividend distribution.
All independent directors’ opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2017-08-11
7th the Board of Directors' meeting
Resolutions :
- Acknowledge the consolidated financial statements for the first half year of 2017.
- Approved the investment of bottle water filling production line for CR Beverage and change the investment process to invest Hon Chuan Food Packing (Luohe) Co., Ltd. Hon Chuan (China) Holding Co., Ltd., increased capital to Kai Gang Industries Limited, which re-invested to Hon Chuan Food Packing (Luohe) Co., Ltd.
- Resolution of the status regarding proposal for “Company's capabilities to self-prepared financial statements”.
- Resolution of the increase (decrease) of corporate guarantee for subsidiaries.
- Approved the lists of loan facility’s change, extension and renewal contracts with correspondent banks.
All independent directors’ opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
2017-11-10
8th the Board of Directors' meeting
Resolutions :
- Acknowledge the consolidated financial statements for the 3th quarter of 2017.
- Approved that the Company cosigned as a guarantor and issued a support letter for Hon Chuan Holding Limited’s five-year USD 70 million syndicated loans.
- Resolution of amendments to Rules and Procedures for Meetings of the Board of Directors.
- Resolution of amendments to Audit Committee Organization Charter.
- Resolution of the status regarding proposal for “Company's capabilities to self-prepared financial statements”.
- Resolution of the increase (decrease) of corporate guarantee for subsidiaries.
- Approved the lists of loan facility’s change, extension and renewal contracts with correspondent banks.
All independent directors’ opinion and the Company’s response:
Approved by all independent directors;
The Company's handling of independent directors' opinions: None
There was no director required to avoid the motion in conflict of interest during the year.
(1) Strengthen the functionality of the Board of Directors:
The Company established functional committees, including the Remuneration Committee (established on 15 March 2012) and Audit Committee (established on 15 June 2017), in order to strengthen the functionality of the Board of Directors. The independent directors as well as the members of the Remuneration Committee, have a wide range of expertise in accounting, finance, business and law, and often provide effective and professional advice on issues relating to corporate finance, management, new investment plans, internal control and risk control at board meetings; The committee members in accordance with his/her professionalism and independence, make review comments to the Board of Directors in order to ensure the appropriateness of the Company's financial and non-financial reports, the effectiveness of the internal control system, and the reasonableness of the performance evaluation and remuneration of the Company's directors and managers.
(2) Diversity of the Board of Directors:
According to Article 20 of Corporate Governance Best Practice Principle of the Company, the composition of the board of directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs. There are nine seats in the Board of Directors, and all of them possess various professional background and work domain:
- The percentage of the Company's directors who are employee is 44%. The percentage of independent directors is 33%. 33% of directors are female. All three Independent directors serve no more than three consecutive terms.
- Normal director members: composed of members with rich industry experience and professional skills. Not only do many of them have higher education degree such as M.S. in Accounting, University of Illinois at Urbana, U.S.A, B.S. in Economics, York University, Canada, Ph. D. in Infrastructure Planning and Engineering, Feng Chia University, EMBA of Beijing University, China, and B.S. in Economics of University of Toronto, Canada, but they are also award-winning leaders in different industries.
- Independent director members: composed of the members who possess professional background, expertise and industrial experience, such as Master Degree in Politics, Arkansas State University, U.S.A, Ph. D. in Public Finance and Economics, Central University of Finance and Economics, Peking, China, and Ph. D.student in National Development, National Taiwan University. They also have diverse professional backgrounds and skills, such as legislator for eight consecutive terms, member of the Control Yuan, the senior certified public accountant, and the county mayor for two consecutive terms.
- THC’s Board of Directors consist of members with different backgrounds and professional skills, and we are concerned about gender equality among board members. The Company's diversity policy targets and achievements:
2. Independent directors, at least 1/3 of all directors: achieved
3. At least four members under the age of 65: achieved
4. At least one of the independent directors has the law,certified public accountant license, and financial expertise: achieved
| Title | Director | Independent Director | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Name | Ya-Wen, Cheng | Hung-Yu, Tsao | Chun-Shu, Chang | Hung-I, Dai, | Yun-Chang, Liu | Hsin-Wen, Tsao | Chao-Nan, Hung, | Hsiang-Ying, Huang | Po-yuan, Cho |
| Gerder | F | M | F | M | M | F | M | M | M |
| Age | 56-60 | 36-40 | 71-75 | 56-60 | 66-70 | 36-40 | 76-80 | 66-70 | 56-60 |
| Employee of the Company | |||||||||
| Professional Knowledge and Expertise | |||||||||
| Architecture and Engineering | |||||||||
| Commerce and Supply Chain | |||||||||
| Marketing | |||||||||
| Law | |||||||||
| Information and Technology | |||||||||
| Economic Analysis | |||||||||
| Finance | |||||||||
| Skills and Experience | |||||||||
| Operational Judgment | |||||||||
| Management Administration | |||||||||
| Leadership and Policy Decision | |||||||||
| Accounting and Financial | |||||||||
| Industry Experience | |||||||||
| Risk/Crisis Management | |||||||||
| International Market Perspective | |||||||||
| Quality Management | |||||||||
| Social Engagement | |||||||||
| Environmental Sustainability | |||||||||
| Political Experience | |||||||||
| Audit | |||||||||
(3) Evaluation of the Board of Directors:
The Company has established the “Regulation of the Self-Evaluation of the Board of Directors”. Self-assessments on Board operations and Board members are conducted via surveys on anuual basis. The 2023 performance evaluation and improvements for the Board was reported to the Board of Directors on March 8, 2024. The weighted average score for the overall performance of the Board of Directors is 4.79 out of 5. The weighted average score for the performance of the individual directors is 4.94 out of 5. The overall board’s evaluation are great.| Evaluation cycle | Evaluation period | Scope of evaluation | Evaluation method | Evaluation items |
|---|---|---|---|---|
| Once a year |
Performance evaluation form January 1, 2023 to December 31, 2023 |
Evaluation of the board of directors and individual directors | Internal evaluation of the board and evaluation of director members |
(1) The board performance evaluation of the Company includes five aspects:
(2) The individual directors evaluation of the Company includes six aspects:
|
(4) Improve information transparency:
The Company has established a comprehensive spokesman system to ensure timely disclosure of all material Information for the reference of shareholders and stakeholders on the financial position and operation of the Company. The Company's website is constantly updated to provide timely information of operations, financial standing and corporate governance to ensure that shareholders have access to the latest information.
(5) Liability insurance for directors and managers:
In order to reduce the legal and financial burden of management team and lessen the possible damage to directors and the Company on excercising their duties, the Company has, since 2010, purchasesd liability insurance for directors and management team. The current insured amount is US$7 million, and the insurance expires in January 2024 and has been renewed and approved by the Board on March 8, 2024.
(6) The implementation status of the Board of Directors’ functionality:
- To implement the internal control systems, the Board of Directors passed the amendment of the Operating Procedures for Handling Material Inside Information and Preventing Insider Trading on November 10, 2022.
- To actively promote corporate governance, the Company amended part of Ethical Corporate Management Best Practice Principles on March 23, 2020, and amended part of Sustainability Development Best Practice Principles on March 10, 2023. We reported the implementation status of promoting ethical management affairs to the Board of Directors annually.
- To strengthen the functionality of the Board of Directors, the amendment of the Regulation of the Self-Evaluation of the Board of Directors was approved by the Board of Directors on March 23, 2021. We carry out an internal evaluation every year.
- On March 23, 2021, the Board of Directors resolved to appoint the corporate governance officer responsible for provision of information required for performance of duties by the directors and assistance in complying with laws and regulations. The corporate governance officer assists directors in continually attending courses to acquire updated knowledge and aim to assume their roles effectively. Due to the position adjustment of original officer, Board of Directors resolved to appoint Ms. Su, Yu-Li who is certified accountant and has more than ten years of experience in PwC Certified Public Accountants and financial department of our company as new corporate government officer on August 10, 2023.
- To set a long-term goal with stable and sustainable development, the Board of Directors passed the Risk Management Policy and Procedure and Risk Management Best Practice Principles on March 22 and November 10, 2022, formulating the guidelines for the assessment of the risk of the environmental, social, and corporate governance issues that may affect the operation of the Company and relevant countermeasures.
- To enhance corporate information security, the Company resolved to appoint information security officer in 2022, who is required to report to Board of directors on the promotion of information security every year. The 2022 implementation result and 2023 execution plan were reported to the Board of Directors on May 9, 2023.
| Title | Name | Date of Election | Date of Course | Organizer | Thecourse name | Duration |
|---|---|---|---|---|---|---|
| Director | Ya-Wen, Cheng | 2023/05/31 | 2023.06.02 | Chinese National Association of Industry and Commerce | 2023 Taishin Net Zero Summit Go Towards Green Energy | 3hours |
| 2023/05/31 | 2023.10.20 | Securities and Futures Institute | 2023 Prevention of Insider Trading Seminar | 3hours | ||
| 2023/05/31 | 2023.11.29 | Securitiesand Futures Institute | 2023 Corporate Insiders’Share Transfers and Law Compliance Seminar | 3hours | ||
| 2023/05/31 | 2023.12.22 | Accounting Research and Development Foundation | The impact of the global net zero emissions and ESG action | 3hours | ||
| Director | Hung-Yu, Tsao | 2023/05/31 | 2023.06.02 | Chinese National Association of Industry and Commerce | 2023 Taishin Net Zero Summit Go Towards Green Energy | 3hours |
| 2023/05/31 | 2023.08.18 | Taiwan Academy of Banking and Finance | Corporate Governance Series Forum | 3hours | ||
| Director | Chun-Shu, Chang | 2023/05/31 | 2023.06.02 | Chinese National Association of Industry and Commerce | 2023 Taishin Net Zero Summit Go Towards Green Energy | 3hours |
| 2023/05/31 | 2023.10.13 | Securities and Futures Institute | 2023 Prevention of Insider Trading Seminar | 3hours | ||
| Director | Hung-I, Dai | 2023/05/31 | 2023.06.02 | TaiwanStock Exchange Corporation, Taipei Exchange | SustainableDevelopment Roadmap- Industry Theme Propagation | 3hours |
| 2023/05/31 | 2023.10.20 | Securitiesand Futures Institute | 2023 Prevention of Insider Trading Seminar | 3hours | ||
| Director | Yun-Chang, Liu | 2023/05/31 | 2023.03.15 | Taiwan Academy of Banking and Finance | Corporate Governance Series Forum | 3hours |
| 2023/05/31 | 2023.09.23 | Securities and Futures Institute | Sustainable Development Practice Propagation | 3hours | ||
| Director | Hsin-Wen, Tsao | 2023/05/31 | 2023.06.02 | Chinese National Association of Industry and Commerce | 2023 Taishin Net Zero Summit Go Towards Green Energy | 3hours |
| 2023/05/31 | 2023.07.15 | Commerce Development Research Institute | Corporate Governance Series Forum | 3hours | ||
| 2023/05/31 | 2023.08.18 | Taiwan Academy of Banking and Finance | Corporate Governance Series Forum | 3hours | ||
| 2023/05/31 | 2023.09.23 | Securitiesand Futures Institute | Sustainable Development Practice Propagation | 3hours | ||
| Independent Director | Chao-Nan, Hung | 2023/05/31 | 2023.10.20 | Securities and Futures Institute | 2023 Prevention of Insider Trading Seminar | 3hours |
| 2023/05/31 | 2023.11.29 | Securities and Futures Institute | 2023 Corporate Insiders’Share Transfers and Law Compliance Seminar | 3hours | ||
| Independent Director | Hsiang-Ying, Huang | 2023/05/31 | 2023.03.16 | CPA Associations R.O.C.(Taiwan) | Director's Fiduciary Duty and the Liability of Fraudulent Financial Statements | 3hours |
| 2023/05/31 | 2023.08.03 | CPA Associations R.O.C.(Taiwan) | Pattern Analysis of Money laundering and Insider Trading | 3hours | ||
| 2023/05/31 | 2023.09.07 | CPA Associations R.O.C.(Taiwan) | Seperating of the ISA; ISA for LCE and Taiwan's Challenge | 3hours | ||
| Independent Director | Po-yuan, Cho | 2023/05/31 | 2023.10.13 | Securities and Futures Institute | 2023 Prevention of Insider Trading Seminar | 3hours |
| 2023/05/31 | 2023.11.29 | Securities and Futures Institute | 2023 Corporate Insiders’Share Transfers and Law Compliance Seminar | 3hours |
