Corporate Governance

【Articles of Association】Director: 7 person, include independent directors: 3 person.

Title Name Gender/Age Nationality or location Registered Date First Elected Date Elected Term Current Positions at Parade and positions at Other Companies
Director Eng Synergy Management Sdn. Bhd. Malaysia 2016.12.05 2022.06.29 3 years
Representative: Eng Kai Pin Male

31~40

Year old

Malaysia Techcential International Ltd, CEO

Techcential Sdn. Bhd., Director

Woodgress Sdn. Bhd., Director

Idealtage Development Sdn. Bhd., Director

EHL Cabinetry Sdn. Bhd., Director

TC Home Sdn. Bhd., Director & CEO

TC Home Corporation, Director & CEO

Director Surging Success Sdn. Bhd. Malaysia 2016.12.05 2022.06.29 3 years
Representative:

Eng Kai Jie

Male

31~40Year old

Malaysia Techcential Sdn. Bhd., Director

Idealtage Development Sdn. Bhd.,Director

TC Home Sdn. Bhd, Director

TC Home Corporation, Director

ESK Wood Products Sdn. Bhd, Director

Director Liao Wei Chuan Male

51~60Year

Old

Taiwan 2016.12.05 2022.06.29 3 years Fidelity Investments, General Manager.

JOBEN BIO-MEDICAL CO., LTD.,

Financial Advisor and Chief Representative of Asia Pacific Region

JAPAN MEDICAL CO., LTD., Financial Advisor

Pharma Essentia Corp., Financial Advisor.

I. H ART COMPANY LIMITED, Financial Advisor

Cedarwood Villa, General Consultant.

China Youth Corps, Steering Committee.

Hotel Everrich (Thailand), General Consultant.

尊揚生技股份有限公司總顧問

Minghao Dental Hospital (in preparation), General Consultant.

Director Chang Ming-Huang Male

31~40

Year Old

Taiwan 2018.06.29 2022.06.29 3 years Founder of Rich CPA Firm

Feature Integration Technology Inc., Independent director

ICARES MEDICUS INC., Independent director

Independent Director Chou Chih Yuan Male

41~50

Year Old

Taiwan 2022.06.29 2022.06.29 3 years Founder of J & C Certified Public Accountant.
Independent Director Huang Chi Jui Male

31~40

Year Old

Taiwan 2022.06.29 2022.06.29 3 years Favorable Business Partner CPAs
Independent Director Tay Puay Chuan Male

51~60Year old

Malaysia 2016.12.05 2022.06.29 3 years Founder of Tay Puay Chuan & Co.

Sern Kou Resources Sdn. Bhd., Independent Director

Homeritz Corporation Sdn. Bhd, Independent Director

The board of directors is the 4th term (Term: 29 June 2022—28 June 2025).

List of Major shareholders: The percentage of shareholding more than 5% of the shares or the company’s top 10 shareholders.

April 30, 2022; Unit: Shares

Shares

Name of Major Shareholders

Shareholding Percentage (%)
Eng Synergy Management Sdn. Bhd. 10,344,000 36.14
Eng Say Kaw 2,100,000  7.34
Surging Success Sdn. Bhd. 1,890,000  6.60
Bank SinoPac As Custodian for Conceptscope Resources Sdn. Bhd  investment account. 1,881,000  6.57
Only Inspiration Sdn. Bhd. 1,654,000  5.78
Youlen Enterprise Sdn. Bhd. 1,431,620  5.00
Golden Encore Holdings Sdn. Bhd. 1,276,000  4.46
XG Pan   702,947  2.46
Bank SinoPac as Custodian for Techcential International Ltd Overseas Foreign Employees Collective Investment Account.   552,000  1.93
BX Jian   229,650  0.80

The company has an audit committee established by three independent directors. To review financial reports, review the monthly implementation of the internal control system, and assist the company in complying with relevant laws and regulations. Besides, it will also discuss and provide opinions to the company’s manager’s appointments or financial loans. The company will also follow the discussion results of the members of the audit committee to handle related matters.

The internal audit director will provide an audit report (email) to the independent directors for review every month, attend the report, and communicate with the audit committee as needed. Besides, the independent directors of the company and the certified public accountant have mutual contact information.

The Audit Committee meeting term expired and re-election, The Effective date of the new member 2022/06/29 – 2025/06/28. The Audit Committee has held 3 meetings, and the 3rd term New Audit Committee has held 1 meeting. Details of the attendance of the Audit Committee are:

Title Name Number of Actual Attendance Number of Delegate Attendance Rate of Actual Attendance (%) Note
Independent Director Chou Chih Yuan 1 0 100%
Independent Director Huang Chi Jui 1 0 100%
Independent Director Tay Puay Chuan 1 0 100%

 

The important resolutions of the Audit Committee:

Date The important Resolutions The opinions of independent directors
22/03/2022 1 To adopt 2021 Consolidated Financial Statements and Annual Report. No opinion
2 To adopt the appropriation of profit or loss. No opinion
3 To present the 2021 Statements of Internal Control System. No opinion
4 To adopt the change of CPA. No opinion
5 To adopt the assessment of the Independence and the 2022 annual remuneration of Certified Public Accountant. No opinion
6 To increase Paid-Up Capital of the subsidiary EHL Cabinetry Sdn Bhd (EHL). No opinion
7 To amend “Rules and Procedures of Shareholders’ Meetings”. No opinion
8 To amend “Corporate Social Responsibility Best Practice Principles”. No opinion
9 To amend “the Corporate governance – code of practice”. No opinion
10 To amend “Computerized Information System Processing Cycle”. No opinion
11 To amend the Management Procedures for Asset Acquisition and Disposition. No opinion
12/05/2022 1 To adopt 2022 Q1 Consolidated Financial Statements. No opinion
2 To appoint Chief Executive Officer of EHL Cabinetry Sdn Bhd. No opinion
3 To increase Paid-Up Capital of the subsidiary EHL Cabinetry Sdn Bhd (EHL). No opinion
08/07/2022 1 To select the convener of the Audit Committee and the chairman of the meeting. No opinion
2 To appoint Chief Executive Officer (CEO) of Techcential International Ltd. No opinion

 

The important resolutions of the Audit Committee in 2021 as of 31 May 2022

The important resolutions of the Audit Committee in 2020 as of 31 May 2021 

 

The term of the committee is three years from 29 June 2022 until 28 June 2025.

The Remuneration Committee has held 3 meetings, and the 3rd term New Remuneration Committee has held 1 meeting. Details of the attendance of the Remuneration Committee are:

Title Name Number of Actual Attendance Number of Delegate Attendance Rate of Actual Attendance (%) Note
Independent Director Tay Puay Chuan 1 0 100%
Independent Director Chou Chih Yuan 1 0 100%
Independent Director Huang Chi Jui 1 0 100%

 

The important resolutions of the Remuneration Committee:

Date The important Resolutions The opinions of independent directors
22/03/2022 1 To adopt the Distribution of 2021 Employee and Director remuneration. No opinion
08/07/2022 1 To select the convener of the Remuneration Committee and the chairman of the meeting. No opinion
2 To fix monthly remuneration for Independent Director, Chou Chih Yuan. No opinion
3 To fix monthly remuneration for Independent Director, Huang Chi Jui. No opinion
4 To fix monthly remuneration for Independent Director, Tay Puay Chuan. No opinion
5 To adopt the proposal of “Performance assessments and salary adjustment of Directors and managerial officers” for the year 2022 Jan– June. No opinion

 

The important resolutions of the Remuneration Committee in 2021 as of 31 May 2022.

The important resolutions of the Remuneration Committee in 2020 as of 31 May 2021.

SinoPac Securities Corporation Stock Agency

Phone   : (02)2381-6288

Address: 3F, No.17, Bo’ai Rd., Zhongzheng Dist., Taipei City 100, Taiwan.

The company has a spokesperson and deputy spokesperson system, and cooperate with the stock agency “SinoPac Securities Corporation” in handling shareholder suggestions or disputes.

Contact:

Spokesperson               : Linc Yee     Internal Audit

Deputy spokesperson: Chang Ming-Huang     Director

Registered office in Taiwan

Address: 13F, No. 2, Lane 71, Section 2, Fuxing Road, South District, Taichung City, Taiwan.

Email     : investor@techcential.com

The company’s internal audit department is a full or part-time department or person in corporate governance, the related matters that handle by corporate governance:

  • Provide the information required by directors (including independent directors).
  • Handle matters related to the board of directors and shareholders’ meetings.
  • Handle the registration and altered registration.
  • Preparation for minutes of the board of directors and shareholders’ meetings, etc.
  • Notify directors about the updated laws and regulations.

The communication between the independent director with the internal audit director and certified public accountant.

  1. The company’s audit committee is formed by all independent directors. It meets at least once every quarter and convened as needed.
  2. Communication between the internal audit director and independent directors:
  • The company’s internal audit director regularly conducts internal auditor reports quarterly in the audit committee meetings. It has fully communicated the implementation of the internal control system, in order to form the improvement plan and to ensure the effectiveness of the internal control system.
  1. Communication between certified public accountant and independent directors:
  • The company’s certifying certified public accountant conduct annual and quarterly financial statement audits or review reports in the audit committee meeting, and other communications required by relevant laws and regulations.
  1. Independent directors of the company have direct communication channels with the internal audit director and certifying certified public accountant by email, telephone, or video meeting as necessary; and under the regulations of the competent authority to check the company’s financial and business conditions regularly.

The communication between the independent director with the internal audit director and certified public accountant in Y2021

The communication between the independent director with the internal audit director and certified public accountant in Y2020

Security Risk of Information Technology

The company’s security risk of IT assessment is low. As of the publication of the annual report, the company has found no major cyberattacks or incidents that have or may have a significant adverse impact on the company’s business and operation, and have not been involving in any legal cases or regulatory investigations related to this.

The important resolutions of the Board of Director Meeting in 2022:

It passes the following resolutions without objection.

Date The important Resolutions
22/03/2022 1 To adopt the Distribution of 2021 Employee and Director remuneration.
2 To adopt 2021 Consolidated Financial Statements and Annual Report.
3 To adopt the appropriation of profit or loss.
4 To present the 2021 Statements of Internal Control System.
5 To adopt the change of CPA.
6 To adopt the assessment of the Independence and the 2022 annual remuneration of Certified Public Accountant.
7 To increase Paid-Up Capital of the subsidiary EHL Cabinetry Sdn Bhd (EHL).
8 To amend “Rules and Procedures of Shareholders’ Meetings”.
9 To amend “Corporate Social Responsibility Best Practice Principles”.
10 To amend “the Corporate governance – code of practice”.
11 To amend “Computerized Information System Processing Cycle”.
12 To amend the Management Procedures for Asset Acquisition and Disposition.
13 Re-election of Directors (including independent directors).
14 To release of the Directors’ Participation in Competing Businesses.
15 To discuss shareholders’ proposals and candidates’ nomination for Director Lists.
16 To adopt 2022 Annual Shareholders’ meeting.
12/05/2022 1 To adopt 2022 Q1 Consolidated Financial Statements.
2 To appoint Chief Executive Officer of EHL Cabinetry Sdn Bhd.
3 To adopt the schedule plan through greenhouse gas inventory and verification.
4 To increase Paid-Up Capital of the subsidiary EHL Cabinetry Sdn Bhd (EHL).
29/06/2022 1 Election of the Fourth Term Chairman of the Board of Directors.
2 Establishment of 3rd Term of Audit Committee.
3 Establishment of 3rd Term of Remuneration Committee.
08/07/2022 1 To appoint Chief Executive Officer (CEO) of Techcential International Ltd.
2 To adopt the proposal of “Performance assessments and salary adjustment of Directors and managerial officers” for the year 2022 Jan– June.
3 To fix monthly remuneration for Independent Directors.

The important resolutions of the Board of Director Meeting in 2021:

It passes the following resolutions without objection.

Date The important Resolutions
22/03/2021 1 To adopt the Distribution of 2020 Employee and Director remuneration.
2 To adopt 2020 Consolidated Financial Statements and Annual Report.
3 To adopt Annual Earnings Distributions for the year 2020.
4 To present the 2020 Statements of Internal Control System.
5 To adopt the assessment of the Independence and the 2021 annual remuneration of Certified Public Accountant.
6 To amend “Rules and Procedures of Shareholders’ Meetings”.
7 To adopt the proposal of increase share capital by issuing ordinary shares and the 2nd Non-Guaranteed Convertible Corporate Bond in Taiwan R.O.C.
8 To adopt 2021 Annual Shareholders’meeting.
10/05/2021 1 To adopt the amendments of increase share capital by issuing ordinary shares and the 2nd Non-Guaranteed Convertible Corporate Bond in Taiwan R.O.C.
2 To adopt a securities underwriter to assist in compliance with the relevant laws and regulations of the Republic of China Securities.
19/07/2021 1 To change the time of the 2021 Annual Shareholders’ Meeting.
26/08/2021 1 To adopt 2021 First-Half Consolidated Financial Statements.
2 To adopt that the company will not distribute 2021 First-Half Annual Earnings.
3 To adopt the amendments of increase share capital by issuing ordinary shares and the 2nd Non-Guaranteed Convertible Corporate Bond in Taiwan R.O.C.
06/11/2021 1 To Adopt Company Business Plan and Budget for 2022.
2 To Adopt Audit Plan for 2022.
3 To adopt the “Measures for Employee Stock Subscription”.
4 To adopt the proposal of the manager and employees’ subscription of new shares.
5 Performance assessments of Directors and managerial officers for the year 2021 July– December.
17/11/2021 1 To increase Paid-Up Capital of the subsidiary EHL Cabinetry Sdn Bhd (EHL).
09/12/2021 1 To adopt a securities underwriter to assist in compliance with the relevant laws and regulations of the Republic of China Securities

The important resolutions of the Board of Director Meeting in 2020:

It passes the following resolutions without objection.

Date The Important Resolutions
2020/02/13 1 To revise the amount and the period of granting loan to Techcential Sdn Bhd
2 To acquire 100% equity of EHL Cabinetry Sdn Bhd from Techcential Sdn Bhd
3 To amend the Procedure for Lending for Funds to Other Parties
4 Performance assessments and rewards of Directors and managerial officers for Sep-Dec 2019.
2020/03/20 1 To adopt the Distribution of 2019 Employee and Director remuneration
2 To adopt 2019 Consolidated Financial Statements and Annual Report
3 To adopt Annual Earnings Distributions for the year 2019
4 To present the 2019 Statements of Internal Control System
5 To adopt the assessment of the Independence and the 2020 annual remuneration of Certified Public Accountant
6 To appoint Chief Executive Officer of EHL Cabinetry Sdn Bhd
7 Increase of issued share capital and the offering of the new shares of EHL Cabinetry Sdn Bhd, and waiver by the shareholders of their pre-emptive rights over the new shares
8 To amend the Company M&A
9 To amend “the Procedure for Lending for Funds to Other Parties”
10 To amend “Rules and Procedures of Shareholders’ Meetings”
2020/05/14 1 To amend “Computerized Information System Processing Cycle”
2 To adopt 2020 Annual Shareholders’meeting (newly add a discussion item).
2020/08/12 1 To adopt 2020 First-Half Consolidated Financial Statements.
2 To adopt that the company not to distribute 2020 First-Half Annual Earnings
3 Buy back and cancellation of the first unsecured convertible corporate bond.
4 To amend “Procedures for Financial Derivative Transaction”
5 To amend “Rules and Procedures of Board Meetings”, “Procedures for Election of Director”, “Rules and Procedures of Shareholders’ Meeting”, “Ethical Code of Conduct”, “Management Method for Related Party Transaction”.
6 To amend “Management of Performance Appraisal of Directors and Managers”,“Rules Governing the Scope of Powers of Independent Directors”, “Audit Committee Charter”, “Remuneration Committee Charter”.
7 Performance assessments and rewards of Directors and managerial officers for the year 2020 May – August.
2020/11/11 1 To Adopt Company Business Plan and Budget for 2021
2 To Adopt Audit Plan for 2021
3 Performance assessments and rewards of Directors and managerial officers for the the year 2020 September – December
4 To amend policy “Procedures for Financial Derivative Transaction”
5 To amend policy“Audit Committee Character”
6 To amend policy“Remuneration Committee Character”
7 To amend policy“Measures for the management of insider reporting”
8 To eliminate the company’s RM7.5 million loan quota to Techcential Sdn Bhd (TC)

The important resolutions of the Board of Director Meeting in 2019:

It passes the following resolutions without objection.

Date The Important Resolutions
2019/03/20 1 To adopt the Distribution of 2018 Employee and Director remuneration
2 To adopt 2018 Consolidated Financial Statements and Annual Report
3 To adopt Annual Earnings Distributions for the year 2018
4 To present the 2018 Statements of Internal Control System
5 To adopt the assessment of the Independence and the 2019 annual remuneration of Certified Public Accountant
6 To adopt the Performance assessments and rewards of Directors and managerial officers for the year 2018.
7 To amend the Company M&A
8 To amend the Management Procedures for Asset Acquisition and Disposition
9 To amend the Corporate governance – code of practice
10 To amend the Procedure for Lending Funds to Other Parties
11 To amend the Endorsement/ Guarantee Operation Procedure
12 To adopt “Re-election of Directors (including independent directors)”
13 To adopt the list of nominated candidates (by Board).
14 To release of the Directors’ Participation in Competing Businesses
15 To discuss shareholders’ proposals and candidates’ nomination for Director Lists.
16 To adopt 2019 Annual Shareholders’meeting
2019/05/10 1 Reassignment of the Company’s Acting spokesman
2 Appointment of Chief Executive Officer of Techcential Sdn. Bhd.
3 To adopt Performance assessments and rewards of Managerial officers for the First-Quarter of 2019.
4 To adopt the Standard operating procedures for handling requests from directors
2019/06/27 1 Election of the Third Term Chairman of the Board of Directors
2 Establishment of 2nd Term of Audit Committee
3 Establishment of 2nd Term of Remuneration Committee
2019/08/09 1 To adopt 2019 First-Half Consolidated Financial Statements
2 To adopt 2019 First-Half Annual Earnings Distributions
3 To adopt Performance assessments and rewards of Directors and managerial officers for the year 2019 May – August.
4 To invest a New subsidiary of TECHCENTIAL SDN BHD
5 To Change the address of the registered office of the company
2019/10/07 1 To adopt the Issuance of 1st Non-Guaranteed Convertible Corporate Bond in Taiwan R.O.C
2 To increase Paid-Up Capital of subsidiary of TECHCENTIAL SDN BHD
2019/11/12 1 To adopt Company Business Plan and Budget for 2020
2 To adopt Audit Plan for 2020
3 To amend the Procedures for Financial Derivative Transaction
4 To Increase Paid-Up Capital of Techcential Sdn Bhd
2019/12/05 1 To adopt the granting of loans to Techcential Sdn Bhd

The important resolutions of the Board of Director Meeting in 2018:

It passes the following resolutions without objection.

Date The Important Resolutions
2018/03/21 1 To adopt the Distribution of 2017 Employee and Director remuneration
2 To adopt 2017 Consolidated Financial Statements and Annual Report
3 To adopt Annual Earnings Distributions for the year 2017
4 To present the 2017 Statements of Internal Control System
5 To adopt the assessment of the Independence and the 2018 annual remuneration of Certified Public Accountant
6 Performance assessments and rewards of Directors and managerial officers for the Second-half of 2017
7 To amend the Company M&A
8 To amend the Management Procedures for Asset Acquisition and Disposition
9 To elect One(1) New Directors
10 To release of the Directors’ Participation in Competing Businesses
11 To discuss shareholders’ proposals and candidates’ nomination for Director Lists
12 To adopt 2018 Annual Shareholders’meeting
2018/05/11 1 Reassignment of the Company’s Internal Audit Manager
2 To adopt the granting of RM 3 million loans to TC Home Sdn Bhd
3 To invest a New subsidiary of Techcential Sdn Bhd
4 To amend the Remuneration of Directors and Managers Policy
5 To fix monthly remuneration for Independent Directors
6 Examine Director nominations
7 Amend the Agenda of 2018 Annual Shareholders’ Meeting
2018/06/29 1 To discuss the details of Ex-Dividend Date
2018/08/10 1 Techcential Sdn Bhd (hereinafter referred to as TC) applied for a short-term loan of US$1,500,000 and TIL provided guarantee to SinoPac Commercial Bank (hereinafter referred to as SinoPac) for TC
2 To invest a New subsidiary of ESK BIOMASS SDN BHD
2018/11/03 1 To adopt Company Business Plan and Budget for 2019
2 To adopt Internal Audit Plan for 2019

The important resolutions of the Board of Director Meeting in 2018:

It passes the following resolutions without objection.

Date The Important Resolutions
2017/04/06 1 To adopt Ethical Corporate Management Principles
2 To adopt Procedures for Ethical Management and Guidelines for Conduct
3 To adopt Ethical Code of Conduct
4 To amend the Procedures for Acquisitions or Disposals of Assets
5 To present the 2016 Statements of Internal Control System
6 To adopt Remuneration of Directors and Managers Policy
2017/05/11 1 Consolidated Financial Statements and Business Report for the year of 2016
2 Pro Forma Consolidated Financial Statements for the year of 2016
3 Annual Earnings Distributions for the year 2016.
4 To adopt the Appointment of“Litigation and non-litigation attorney” in the R.O.C.
5 To adopt the plan to enhance the preparation of financial statement
6 To adopt the Distribution of 2016 Employee and Director remuneration
7 2017 Annual Shareholders’ Meeting
2017/08/08 1 Q2 Financial Statements for the year of 2017.
2 To authorize a Representative to open account with Taiwan Depository and Clearing Corporation.
3 To authorize a specimen chop for shareholding operations
4 To revise the memorandum and Articles of Association of the company
5 To release of the Directors’ Participate in Competing Businesses.
6 To purchase the liability Insurance of the Directors & Managers
7 2017 Extraordinary General Meeting
2017/10/16 1 Increase of issued share capital and the offering of the new shares for pre-listing public subscription prior to the Listing.
2 To open Deposit Accounts with Bank Sinopac.
3 To authorize Bank SinoPac to act as the custodian bank of the Company in Taiwan.
4 To open Overseas Employees Collective Investment Account in Bank Sinopac.
2017/11/09 1 Q3 Financial Statements for the year of 2017.
2 Business Plan and Budget for 2018
3 Audit Plan for 2018