Corporate Governance
Corporate Governance
- Corporate Governance Structure
- Board of Directors
- Board Resolution
- Functional Committee
- Internal Audit
- Corporate Rules & Regulations
- Risk Management policy
- Information Security Management
- Ethical Management
- ESG
- Intellectual Property Management
Meeting
Directors
Team
Committee
The annual business performance is as follows:
1. Board of Directors
FAVITE Inc. has a “Corporate Governance Principle” that requires the composition of the board of directors should consider diversity. Except for that directors who are also managers of the company should not exceed one-third of the directors, the company shouldn’t appoint independent directors in accordance with the articles of the association less than two persons, and shall not be less than one-fifth of the number of directors. Independent directors should also have professional knowledge, and should not act as directors (including independent directors) or supervisors of more than five listed OTC companies at the same time, and should maintain independence within the scope of business execution, and should not cooperate with The company has direct or indirect interests, and the company has obtained a written statement from each independent directors confirming the independence of itself and its immediate family relatives from the company. The professional qualifications of the company’s current four independent directors, restrictions on shareholding and part-time jobs, determination of independence, nomination methods, and other matters to be followed are in accordance with the Securities and Exchange Law, the establishment of independent directors of public companies and matters to be followed Measures and regulations of the stock exchange.The current board of directors of FAVITE Inc. has a total of 9 members, including 4 independent directors. At present, the current nine directors have professional backgrounds in the industry and academia and also have expertise in business management, leadership decision-making, industrial knowledge, academics, finance and other fields. Among them, directors with employee status account for 11%, and independent directors accounted for 44%. In the future, the company will continue to add and revise the diversification policy according to the operation, operation pattern, and development needs of the board of directors, so as to ensure that the members of the board of directors should generally have the necessary knowledge, skills and accomplishments required to perform their duties. The specific management objectives and achievement of the diversity policy and independence of the board of directors are as follows:
Management Objective | Completion Status |
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There shall be at least two independent directors and the number of seats shall not be less than one-fifth of the number of directors | Accomplished |
Directors who concurrently serve as company managers should not exceed one-third of the directors' seats | Accomplished |
Sufficient and diverse professional knowledge and skills | Accomplished |
2. Director’s Professional Background
Title | Name |
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Chairman | CHEN, YUNG-HUA |
Director | Utechzone Co., Ltd. .Representative: CHANG, WEN-CHIEH |
Director | YEH, SHENG-FA |
Director | Utechzone Co., Ltd. Representative: LIN, FANG-LUNG |
Director | LIN, HUNG-JEN |
Independent Director | TSENG, HSIANG-CHI |
Independent Director | LEE, SHIH-CHENG |
Independent Director | SHEN, HSI-WEN |
Independent Director | LO, CHIH-PING |
3. Diversity Policy & Operation
1. The company advocates and respects the policy of diversification of directors. In order to strengthen corporate governance and promote the development of the composition and structure of the board of directors, it is believed that the policy of diversification can help improve the overall performance of the company. The selection and appointment of members of the board of directors are based on the principle of talent person. They have diverse complementary capabilities across industries, including basic conditions and values (such as age, gender, nationality, culture, etc.), and they also have industrial experience, relevant skills, and professional backgrounds. (such as law, accounting, industry, finance, management, or technology), professional skills and industry experience, as well as business judgment, business management, leadership decision-making, and crisis management capabilities. In order to strengthen the functions of the board of directors and achieve the ideal goal of corporate governance, Article 20 of the company’s “Corporate Governance Principle” clearly states that the board of directors as a whole should have the following capabilities:The ability directors should have | |
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Operational judgment ability | Industry knowledge |
Accounting and financial analysis skills | International market view |
Operation and management capabilities | Leadership |
Crisis handling capabilities | Decision-making capacity |
2. The company’s current board member diversity policy and its implementation are as follows, which is sufficient to show that the current directors have achieved the goal of complementing each other’s expertise and diversification. The implementation of the board member diversity policy is as follows:
01. Composition
Basic composition | |||||||
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Name | Part-time employee of the company | Gender | Age | Term and tenure of independent directors | |||
51-60 | 61-70 | Less than 3 years | 3~9 years | More than 9 years | |||
CHEN, YUNG-HUA | ✔ | Male | ✔ | ||||
Utechzone Co., Ltd. .Representative: CHANG, WEN-CHIEH | Male | ✔ | |||||
YEH, SHENG-FA | Male | ✔ | |||||
Utechzone Co., Ltd. Representative: LIN, FANG-LUNG | Male | ✔ | |||||
LIN, HUNG-JEN | Male | ✔ | |||||
TSENG, HSIANG-CHI | Male | ✔ | ✔ | ||||
LEE, SHIH-CHENG | Male | ✔ | ✔ | ||||
SHEN, HSI-WEN | Male | ✔ | ✔ | ||||
LO, CHIH-PING | Male | ✔ | ✔ |
02. Professional Distribution
Director name | Operating Judgment | Accounting and Finance | Business Management | Crisis Management | Industry Knowledge | International market view | Leadership | Decision-m |
---|---|---|---|---|---|---|---|---|
CHEN, YUNG-HUA | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | |
Utechzone Co., Ltd. Representative: CHANG, WEN-CHIEH | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | |
YEH, SHENG-FA | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | |
Utechzone Co., Ltd. Representative: LIN, FANG-LUNG | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ |
LIN, HUNG-JEN | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | |
TSENG, HSIANG-CHI | ✔ | ✔ | ✔ | ✔ | ✔ | |||
LEE, SHIH-CHENG | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ||
SHEN, HSI-WEN | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | |
LO, CHIH-PING | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ |
2025/01/17 | 2025th 1st Board of Directors Resolution | |
1.2024 Annual Managers’ Year-end Bonus Payment Case 2.2025 Annual Budget 3. Addition of “Procedures for the Preparation and Validation of Sustainability Reports” | ||
2024/11/11 | 113th 6th Board of Directors Resolution | |
1.2024 third quarter consolidated financial statements. 2. Change of the company’s chief financial officer. 3. Bank financing line renewal case. 4.2025 Annual audit plan. 5. Revised some provisions of the “Rules of Procedure for Board Meetings”. 6. Revise some articles of the “Audit Committee Organizational Regulations”. 7. Revise some provisions of the “Corporate Governance Code of Practice”. 8. Added “Sustainability Information Management Operating Procedures” and revised some articles of “Internal Audit Implementation Rules – Management Measures”. |
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2024/8/9 | Fifth Board Resolution of 2014 | |
2024/8/9 | Fifth Board Resolution of 2014 | |
1.113 second quarter consolidated financial statements. 2.113 Annual salary increase plan for managers. 3. Renewal of directors and key officers liability insurance upon expiration. 4. Bank financing line renewal case. 5. Revise the “114 Internal Audit Plan”. 6. Revise some provisions of the “Accounting Professional Judgment Procedure and the Process of Changes in Accounting Policies and Estimates”. 7. Revise some provisions of “Risk Management Policies and Procedures”. |
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2024/5/31 | The 4th Board Resolution of 2014 | |
1. Land exchange case for our Huanbei plant. 2. Bank financing line renewal case. 3. Revise some provisions of the “Regulations on Related Party Transaction Management”. |
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2024/5/31 | 2024 4th Board Resolution | |
1. The company’s Huanbei Plant land exchange case. 2. Bank financing line renewal case. 3. Revise some provisions of the “Related Party Transaction Management Measures”. |
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2024/5/3 | 2024 3th Board Resolution | |
1.Consolidated financial statements for the first quarter of 113. 2. Our company’s certified accountants provide pre-approved auditing method proposals for non-confidence services. 3. Revise the “Procurement and Payment Cycle” internal control system and some articles of the “Internal Audit Implementation Rules – Procurement and Payment Cycle”. |
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2024/2/23 | 2024 2th Board Resolution | |
1.112 Annual business report, individual financial statements and consolidated financial statements. 2.112 annual loss appropriation case. 3.112 annual business report and 113 annual business plan. 4.113 annual visa accountant independence and competency assessment case 5.113 visa accountant appointment and remuneration case. 6. Set the date, location and reasons for convening the 113th annual shareholders’ meeting. 7. Set the place and period for accepting proposals from shareholders holding more than 1% of the shares of the 113th Annual General Meeting of Shareholders. 8.112 Annual internal control system statement written form. 9. Revise some articles of the “Organizational Rules of the Audit Committee”. 10. Revise some provisions of the “Standards of Board Meeting Procedures”. |
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2024/1/26 | 2024 1th Board Resolution | |
1.112 year-end bonus payment case for managers. 2.113 Annual Budget. 3. Bank financing line renewal case. 4. Revise the “Sales and Collection Cycle” internal control system and some articles of the “Internal Audit Implementation Rules – Sales and Collection Cycle”. 5. Revise the internal control system of “Computerized Information System and Information Security Inspection” and some articles of the “Internal Audit Implementation Rules – Computerized Information System and Information Security Inspection”. |
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2023/11/03 | 2023 6th Board Resolution | |
1.112 Consolidated Financial Statements for the Third Quarter. 2. Plan to donate spare materials equivalent to NT$16,671,086 to Chung Yuan University. 3. Bank financing line increase and renewal cases. 4.113 annual audit plan case. 5. Added the “Measures for Handling Cases of Reporting Illegal, Immoral or Dishonest Conduct”. 6. Revise some articles of the “Approval Authority Table”. 7. Revise some articles of the “Corporate Governance Code of Practice”. 8. Revise some articles of the “Management Procedures for Internal Material Information Handling and Prevention of Insider Trading”. 9. Revise some articles of the “Code of Practice for Sustainable Corporate Development”. |
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2023/08/04 | 2023 5th Board Resolution | |
1. The company’s consolidated financial statements for the second quarter of 2012. 2. The company’s remuneration payment case for directors and supervisors in 2011. 3. The company’s employee remuneration payment case for managers in 2011. 4. The company’s annual salary increase plan for managers in 2012. 5. The expiration and renewal case of the company’s directors and key employees’ liability insurance. 6. Revise some provisions of the company’s “Related Persons, Specific Companies and Group Enterprises Transaction Operation Measures”. 7. Revise some articles of the company’s “Internal Audit Implementation Rules – Management Measures”. 8. The company’s bank financing line renewal case. |
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2023/05/29 | 2023 4th Board Resolution | |
1. The company’s new accounting executive salary review and ratification case. 2. The company’s new corporate governance supervisor’s remuneration review and ratification case. 3. Revise some texts of the company’s “Rules of Procedure for Shareholders’ Meetings”. |
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2023/05/05 | 2023 3th Board Resolution | |
1. The company’s consolidated financial statements for the first quarter of 2023. 2. The case of the company’s new “corporate governance supervisor”. 3. It is proposed to formulate a review method plan for the pre-approval of non-confirmation services provided by the company’s certified accountants. 4. The company’s application for bank financing quota. |
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2023/2/24 | 2023 2th Board Resolution | |
1. The company’s 2022 annual employee remuneration and directors’ and supervisors’ remuneration are listed and issued. 2. The company’s 2022 individual financial statements and consolidated financial statements. 3. The company’s 2022 annual business report and 2023 annual business plan. 4. The company’s 2022 profit distribution plan. 5. Approved the company’s 2022 internal control system statement. 6. Amend some articles of the company’s “Articles of Association”. 7. Determine the date, venue and reason for the 2023 ordinary shareholders meeting. 8. Determine the place and period for accepting proposals from shareholders who hold more than 1% of the shares at the ordinary meeting of shareholders in 2023. 9. The case of lifting the restrictions on non-competition for the company’s directors and their representatives. 10. Revise some texts of the company’s “Code of Practice on Corporate Governance”. 11. The case of changing the financial supervisor of the company. 12. The case of changing the accounting supervisor of the company. 13. The company’s application for bank financing line. |
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2023/1/13 | 2023 1th Board Resolution | |
1. The company’s 2023 budget. 2. The company’s 2022 year-end bonus distribution case for managers. 3. Revise the text of some articles of the company’s “internal material information processing and management procedures for preventing insider trading”. 4. Revise some texts of the company’s “Code of Practice on Corporate Governance”. 5. The company’s 2022 certification accountant independence and suitability assessment case. 6. The company’s 2023 certification accountant appointment and remuneration case. 7. The company’s application for bank financing quota. |
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2022/11/4 | 2022 6th Board Resolution | |
1. The company’s consolidated financial statements for the third quarter of 2022. 2. The company has set up a “information security supervisor” case. 3. It is proposed to revise the company’s “2022 Internal Audit Plan”. 4. The company’s 2023 annual audit plan. 5. Amended some articles of the company’s “Board of Directors’ Rules of Procedures” and renamed it as “Board of Directors’ Rules of Procedures”. 6. Amended some articles of the company’s “Procedures for Application for Suspension and Resumption of Trading Operations”. 7. Revise some texts of the company’s “Rules on the Scope of Responsibilities of Independent Directors”. 8. Re-drafted the company’s “Related Persons, Specified Companies and Group Enterprise Transaction Operation Measures”. 9. Formulate the company’s “Risk Management Policies and Procedures” proposal. 10. Revise some articles of the company’s “Salary and Compensation Committee Operation Management”. 11. Amended some articles of the company’s “Management Operations Applicable to International Accounting Standards”. 12. Revise some texts of the company’s “Procedures for Accounting Professional Judgment, Accounting Policies and Estimate Changes”. 13. Revise some texts of the company’s “Budget Operation Method”. 14. Revise the company’s “investment cycle” internal control system and “internal audit implementation rules – investment cycle” part of the text. 15. Amend the company’s “financing cycle” internal control system and some texts of “internal audit implementation rules-financing cycle”. 16. Revise some articles of the company’s “Position Authorization and Agency System”. 17. The company’s application for bank financing line. |
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2022/8/5 | 2022 5th Board Resolution | |
1. The company’s consolidated financial statements for the second quarter of 2022 2. Proposal on adjustment of remuneration of independent directors of the Company 3. The company’s 2021 remuneration payment for directors and supervisors 4. The company’s 2021 annual manager employee compensation payment case 5. The company’s 2022 annual salary adjustment plan for managers 6. Matters related to the determination of the ex-dividend base date and cash dividend distribution date for the 2021 annual surplus distribution 7. Renewal of liability insurance for directors, supervisors and key employees of the company upon expiration 8. Revise some texts of the company’s “Internal Audit System and Implementation Rules” and “Internal Audit Implementation Rules-Management Measures” 9. Revision of some articles of the company’s “Corporate Governance Code” 10. Amended some articles of the company’s “Board of Directors’ Self-evaluation or Peer Evaluation Method” and renamed it as “Board of Directors’ Performance Evaluation Method” 11. Revision of some articles of the company’s “Salary and Remuneration Committee Organization Regulations” 12. Revision of some articles of the company’s “Salary and Remuneration Committee Operation Management” 13. The company’s application for bank financing line |
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2022/6/24 | 2022 4th Board Resolution | |
1. The election of the ninth chairman of the board. 2. Appointment of members of the Remuneration Committee. |
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2022/5/6 | 2022 3th Board Resolution | |
1. Nomination of directors, independent directors and confirmation of director candidates. 2. It is proposed to lift the non-competition case of the company’s new directors and their representatives. 3. Review whether the proposals of shareholders holding more than 1% of the shares of the 2022 shareholders’ meeting are included in the agenda of the shareholders’ meeting. 4. Added and amended the “Articles of Association” of the company. 5. Revise some texts of the company’s “Code of Practice on Corporate Governance”. 6. The company’s greenhouse gas inventory and verification plan. 7. The company’s application for bank financing quota. |
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2022/3/25 | 2022 2th Board Resolution | |
1. 2021 the company’s employees’ remuneration and directors’ and supervisors’ remuneration will be listed and issued. 2. The company’s business report, individual financial statements and consolidated financial statements for 2021. 3. The company’s profit distribution case in 2021. 4. 2022 annual business plan. 5. Appoint Deloitte United Accounting Firm to handle the company’s 2022 annual financial statement visa case. 6. Approved the statement of the company’s internal control system in 2021. 7. Amend some articles of the company’s “Articles of Association”. 8. Proposal to re-establish the company’s “Rules of Procedure for Shareholders’ Meetings”. 9. Revise some texts of the company’s “Derivative Commodity Transaction Processing Procedures”. 10. Amended some articles of the company’s “Procedures for Acquisition or Disposal of Assets”. 11. Revise some texts of the company’s “Operating Procedures for Loaning Funds to Others”. 12. Revise some texts of the company’s “endorsement guarantee operation procedures”. 13. Repeal the company’s “Director and Supervisor Election Method”, and formulate the company’s “Director Election Procedure”. 14. Repeal the company’s “Regulations on the Scope of Authority of Supervisors”. 15. Proposal for overall re-election of directors of the company. 16. Accept the related operations of the nomination of directors and independent director candidates. 17. The proposal to lift the non-compete case of the company’s new directors and their representatives. 18. Determine the date, venue and reason for the 2022 shareholders’ meeting. 19. Decide on the place and period for accepting proposals from shareholders holding more than 1% of the shares of the 2022 shareholders meeting. 20. Formulate the company’s “Audit Committee Organization Regulations”. |
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2022/1/21 | 2022 1th Board Resolution | |
1. The company’s 2022 budget. 2. The company’s 2021 year-end bonus distribution case for managers. 3. Formulate the company’s “Integrity Management Operation Procedures and Behavior Guidelines” plan. 4. Amended some articles of the company’s “Corporate Social Responsibility Code of Practice” and renamed it “Corporate Sustainable Development Code of Practice”. 5. Revise some texts of the company’s “Corporate Governance Code”. 6. Revise some texts of the company’s “Code of Ethical Conduct”. 7. Revise the text of some articles of the company’s “internal material information processing and management procedures for preventing insider trading”. 8. Revise some texts of the company’s “accounting system”. 9. Amended some articles of the company’s “Management of Financial Statement Preparation Process”. 10. The company’s application for bank financing quota. |
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2021/11/05 | 2021 6th Board Resolution | |
1. The company’s consolidated financial statements for the third quarter of 2021. 2. The company’s 2022 annual audit plan. 3. Revise the company’s “production cycle” internal control system and internal audit implementation rules. 4. The company’s application for bank financing quota. 5. Resolution not to dispose of the company’s land and buildings. |
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2021/08/26 | 2022 5th Board Resolution | |
1. The company’s application for bank financing quota. | ||
2021/08/06 | 2022 4th Board Resolution | |
1. Appointment case of accounting supervisor and financial supervisor of the company. 2. The company’s consolidated financial statements for the Q2 of 2021. 3. Renewal of the company’s directors, supervisors and important staff liability insurance due. 4. The company’s annual salary adjustment plan for managers in 2021. 5. Revise the company’s “Verification Authority Form”. 6. Revise some texts of the company’s “Seal Seal Management Measures”. 7. The company’s application for bank financing quota. 8. Revise some texts of the company’s “accounting system”. 9. In response to the epidemic situation, the company changed the date and venue of the 110th Annual General Meeting of the Republic of China. |
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2021/05/07 | 2022 3th Board Resolution | |
1. Review whether the proposals of shareholders holding more than 1% of the shares of the 2021 shareholders’ meeting are included in the agenda of the shareholders’ meeting. | ||
2021/03/26 | 2022 2th Board Resolution | |
1. The company’s business report, individual financial statements and consolidated financial statements for 2020. 2. The company’s loss compensation plan for 2020. 3. 2021 annual business plan. 4. Appoint Deloitte United Accounting Firm to handle the company’s 2021 financial statement visa case. 5. Approved the company’s 2020 internal control system statement. 6. Revise some articles of the company’s “Articles of Association”. 7. Revise some texts of the “Rules of Procedures for Shareholders’ Meetings”. 8. The company’s application for bank financing line. 9. Determine the date, venue and reason for the 2021 shareholders’ meeting. 10. Decide on the place and period for accepting proposals from shareholders holding more than 1% of the shares of the 2021 shareholders meeting. |
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2021/01/29 | 2022 1th Board Resolution | |
1. The Company’s budget for 2021. 2. 2020 year-end bonus distribution case for the company’s managers. 3. Appointment of the company’s senior executives engaged in the supervision and control of derivatives transactions. 4. The company applied for a bank financing line. |
1. Remuneration Committee
On August 26, 2011, FAVITE Inc. approved the establishment of a remuneration committee by the board of directors. Its members are appointed by the board of directors resolution. The Salary and Compensation Committee shall hold regular meetings at least twice a year. The Salary and Compensation Committee shall, with the attention of a good manager, faithfully perform the following functions and powers, and submit the proposed recommendations to the Board of Directors for discussion.2. The latest term of the Remuneration Committee is from June 24, 2022 to June 23, 2025. For the attendance rate of each member of this committee. please refer to the annual reports of the company.
3. Remuneration Committee Member
Name | Remuneration Committee |
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TSENG, HSIANG-CHI(Independent Director) | ● (president) |
LEE, SHIH-CHENG(Independent Director) | ● |
SHEN, HSI-WEN(Independent Director) | ● |
LO, CHIH-PING(Independent Director) | ● |
4. The meeting information of Remuneration Committee
Date | Content | Consequent |
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113.01.26 | Reviewed the company's 2023 manager year-end bonus plan. | After the chairman consulted all members present, the resolution was adopted without objection. |
113.8.09 | Reviewed the company's 2024 manager year-end bonus plan. | After the chairman consulted all members present, the resolution was adopted without objection. |
114.01.17 | Reviewed the company's 2024 manager year-end bonus plan. | After the chairman consulted all members present, the resolution was adopted without objection. |
114.03.07 | Consideration of the amount to be provided and the method of payment of employees‘ and directors’ and supervisors' remuneration for the year 2024. | After the chairman consulted all members present, the resolution was adopted without objection. |
2. Audit Committee
1. The committee is composed of all independent directors, the number of which shall not be less than three, one of whom shall be the convener, and at least one of them shall have accounting or financial expertise.2. The duties of this committee are as follows :
Term of the first committee member : 2022/06/24 – 2025/06/23
In 2025, the first audit committee held 1 meetings, and the attendance of independent directors was as follows :
Job Title | Name | Actual attendance | Number of Delegated Attendances | Actual Attendance(%) |
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Independent Director (President) | TSENG, HSIANG-CHI | 15 | 0 | 100% |
Independent Director | LEE, SHIH-CHENG | 15 | 0 | 100% |
Independent Director | SHEN, HSI-WEN | 14 | 1 | 93% |
Independent Director | LO, CHIH-PING | 13 | 2 | 87% |
5. Other issues required to be recorded
Date | Content | consequent |
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11.06.24 | 1. Selection of the convener and meeting chairperson of the first audit committee. | All independent directors unanimously approved the resolution. |
111.08.05 | 1. The company’s consolidated financial statements for the second quarter of 2011. 2. The case of renewal of the company’s liability insurance for directors, supervisors and key employees upon expiration. 3. Revise some articles of the company's "Internal Audit System and Implementation Rules" and "Internal Audit Implementation Rules - Management Measures". 4. The company applies for a bank financing line. | All independent directors unanimously approved the resolution. |
111.11.04 | 1. The company’s consolidated financial statements for the third quarter of 2011. 2. Plan to revise the company’s “111 Internal Audit Plan”. 3. The company’s 112-year audit plan. 4. Amend some provisions of the company’s “Rules of Procedures for Board of Directors” and rename them as “Rules of Procedures for Board of Directors”. 5. Amend some provisions of the company's "Procedures for Application for Suspension and Resumption of Trading". 6. Revise some articles of the company’s “Rules on the Scope of Responsibilities of Independent Directors”. 7. Re-formulate the company's "Related Persons, Specific Companies and Group Enterprises Transaction Operating Procedures" case. 8. Formulate the company's "Risk Management Policies and Procedures". 9. Revise some articles of the company's "Operation and Management of Salary and Remuneration Committee". 10. Revise some articles of the company's "Management Operations Applying International Accounting Standards". 11. Revise some provisions of the company's "Professional Accounting Judgment Procedures for Accounting Policies and Estimation Changes". 12. Revise some articles of the company's "Budget Operation Methods". 13. Revise some articles of the company's "Investment Cycle" internal control system and "Internal Audit Implementation Rules - Investment Cycle". 14. Revise the company's "Financing Cycle" internal control system and some articles of the "Internal Audit Implementation Rules - Financing Cycle". 15. Revise some articles of the company's "Office Authorization and Agency System". 16. The company’s application for bank financing line. | All independent directors unanimously approved the resolution. |
112.01.13 | 1. Revise some articles of the company's "Internal Major Information Processing and Prevention of Insider Trading Management Operating Procedures". 2. The company’s 2011 visa accountant’s independence and competency assessment case. 3. The company’s 2012 visa accountant appointment and remuneration case. 4. The company applies for a bank financing line. | All independent directors unanimously approved the resolution. |
112.02.24 | 1. The company's individual financial statements and consolidated financial statements for the 111th year of the Republic of China. 2. The company’s 2011 business report and 2012 business plan. 3. The company’s 2011 earnings distribution case. 4. The company’s 2011 “Internal Control System Statement” case. 5. Lift the non-competition restrictions on new positions of directors of the company. 6. Case of change of financial manager of the company. 7. Change case of the company’s accounting manager. 8. The company’s application for bank financing line. | All independent directors unanimously approved the resolution. |
112.05.05 | 1. The company’s consolidated financial statements for the first quarter of 2020. 2. Plan to formulate a pre-approval audit method for the company's certified accountants to provide non-certified services. 3. The company applies for a bank financing line. | All independent directors unanimously approved the resolution. |
112.08.04 | 1. The company’s consolidated financial statements for the second quarter of 2012. 2. The expiration and renewal case of the company’s directors and key employees’ liability insurance. 3. Revise some provisions of the company's "Related Persons, Specific Companies and Group Enterprises Transaction Operation Rules". 4. Revise some articles of the company's "Internal Audit Implementation Rules - Management Measures". 5. The company’s bank financing line renewal case. | All independent directors unanimously approved the resolution. |
112.11.03 | 1.112 Third Quarter Consolidated Financial Statements. 2. Plan to donate spare materials equivalent to NT$16,671,086 to Chung Yuan University. 3. Bank financing line increase and renewal cases. 4.113 annual audit plan case. 5. Added the "Measures for Handling Cases of Reporting Illegal, Immoral or Dishonest Conduct". 6. Revise some articles of the "Approval Authority Table". 7. Revise some articles of the "Corporate Governance Code of Practice". 8. Revise some articles of the "Management Procedures for Internal Material Information Handling and Prevention of Insider Trading". 9. Revise some articles of the "Code of Practice for Sustainable Corporate Development". | All independent directors unanimously approved the resolution. |
113.01.26 | 1.113 Annual Budget. 2. Bank financing line renewal case. 3. Revise the "Sales and Collection Cycle" internal control system and some articles of the "Internal Audit Implementation Rules - Sales and Collection Cycle". 4. Revise the internal control system of "Computerized Information System and Information Security Inspection" and some articles of the "Internal Audit Implementation Rules - Computerized Information System and Information Security Inspection". | All independent directors unanimously approved the resolution. |
113.02.23 | 1.112 Annual business report, individual financial statements and consolidated financial statements. 2.112 annual loss appropriation case. 3.112 annual business report and 113 annual business plan. 4.113 annual visa accountant’s independence and competency assessment case. 5.113 visa accountant appointment and remuneration case. 6.112 Annual internal control system statement written. 7. Revise some articles of the "Organizational Rules of the Audit Committee". | All independent directors unanimously approved the resolution. |
113.05.03 | 1.Consolidated financial statements for the first quarter of 113. 2. Our company’s certified accountants provide pre-approved auditing method proposals for non-confidence services. 3. Revise the "Procurement and Payment Cycle" internal control system and some articles of the "Internal Audit Implementation Rules - Procurement and Payment Cycle". | All independent directors unanimously approved the resolution. |
113.05.31 | 1. The company’s Huanbei Plant land exchange case. 2. Bank financing line renewal case. 3. Revise some provisions of the "Related Party Transaction Management Measures". | All independent directors unanimously approved the resolution. |
6. Communication between independent directors, internal audit supervisors, and accountants :
Audit supervisors and accountants can directly contact independent directors as needed, and the communication is good. In addition to receiving audit reports on a monthly basis, the independent directors of the company also report on important business activities of the company to the independent directors on the board of directors and have fully communicated with the audit business implementation and results. In the board of directors, accountants report to independent directors on the results and findings of quarterly/annual financial statements.
Summary of previous communications between independent directors, accountants ,and internal audit supervisors:
Date | Significant communication matters with internal audit | Important communication matters with visa accountants |
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111/1/21 | • Internal audit engagement report | |
111/3/25 | • Internal audit engagement report | • The accountant explained the key points of the 110 annual financial report. |
111/5/6 | • Internal audit engagement report | • The accountant explained the key points of the financial report for the first quarter of 2011. |
111/8/5 | • Internal audit engagement report | •Regulatory change reporting •Review of financial statements for the second quarter of 2011, including any review issues or difficulties and management’s response (separate meeting) |
111/11/4 | • Internal audit engagement report | •Regulatory change reporting •Review of financial statements for the third quarter of 2011, including any review issues or difficulties and management’s response (separate meeting) |
112/1/13 | • Internal audit engagement report | •N/A |
112/2/24 | • Internal audit engagement report | •Regulatory change reporting •Review of individual and consolidated financial statements in 2011, including any review issues or difficulties and management’s response (separate meeting) |
112/5/5 | • Internal audit engagement report | •Regulatory change reporting •Review of financial statements for the first quarter of 2020, including any review issues or difficulties and management’s response (separate meeting) |
112/8/4 | • Internal audit engagement report | •Regulatory change reporting •Review of financial statements for the second quarter of 2012, including any review issues or difficulties and management’s response (separate meeting) |
112/11/3 | • Internal audit engagement report | •Regulatory change reporting •Review of financial statements for the third quarter of 2012, including any review issues or difficulties and management’s response (separate meeting) |
113/1/26 | • Internal audit engagement report | •N/A |
113/2/23 | • Internal audit engagement report | Regulatory Change Report •Review of individual and consolidated financial statements in 2012, including any review issues or difficulties and management’s response (separate meeting) |
113/5/3 | • Internal audit engagement report | •Regulatory change reporting •Review of financial statements for the first quarter of 2013, including any review issues or difficulties and management’s response (separate meeting) |
Internal Audit
FAVITE Inc’s internal audit is an independent unit, directly subordinate to the board of directors, and has a full-time auditor. In addition to reporting at the regular meeting of the board of directors, it reports to the chairman every month or when necessary. The internal audit regulations stipulate that internal auditors review the company’s internal control procedures and report on the adequacy, effectiveness, and efficiency of the design of such controls and routine operations, covering all operations of the company and its subsidiaries.The audit method is mainly carried out by the annual audit plan approved by the board of directors, and also conducts special audits or reviews according to actual needs, so as to timely discover possible deficiencies in internal control and provide suggestions for improvement. To sum up the above, the execution of general audits and projects can provide management with knowledge of the operation status of internal control, and it is another channel for management to understand existing or potential deficiencies.
In addition, the internal audit also urges each unit to perform self-assessment, establish a company self-monitoring mechanism, and use the assessment results as a basis for recommending the company’s board of directors and general manager to issue an internal control statement.
Risk Management policy
FAVITE Inc. has a “Risk Management Policy” which will be approved by the board of directors in 2022. Risks are assessed regularly every year, and various risks are defined in accordance with the company’s overall operating policy. Within the acceptable risk range, possible losses are prevented to increase shareholder value. And achieve the optimization principle of the company’s resource allocation.Risk Management Scope
Risk Type1. Strategy Risk
The impact on the Company’s financial business due to changes in the overall domestic and foreign economic situation, and important policies and laws.2. Operational Risk
Including risks of sales concentration, procurement concentration, legal regulations, talent recruitment and retaining, and impacts of technological and industrial changes, etc.3. Financial Risk
Interest rate changes, exchange rate changes, inflation, deflation, as well as impacts on the Company’s profits and losses due to policies for high-risk/high-leverage investment, capital loans to other parties, endorsements, and derivative commodity transactions.4. Information Risk
The risks of information disclosure of the Company’s major operating information, personal data, and/or client data required to be protected under contract provisions due to computer viruses, hacking, and/or various internal and external information security threats.5. Legal Risk
Failure to comply with relevant regulations or the contract itself has no legal effect, ultra vires behavior, poor regulation, omissions in clauses or other factors, resulting in the inability to constrain the transaction partner to perform its obligations in accordance with the contract, which may result in the risk of financial or reputation losses.6. Integrity Risk
Risks caused by wrong behavior or improper handling of personnel, or violations of corporate ethics and business ethics (such as: corruption, gift acceptance, bribery, leaking secrets, conflicts of interest, etc.)7. Other Risk
Such as sudden natural disasters or climate change; water and electricity supply; impact of epidemic infectious diseases and other emerging risks.Organization Structure
1. Board of Directors
FAVITE Inc.’s board of directors is the highest unit of the company’s risk management. It aims to follow laws and regulations, promote and implement the company’s overall risk management, clearly understand the risks faced by operations, ensure the effectiveness of risk management, and bear the ultimate responsibility for risk management.2. Senior Management
The general manager is the command center, and is responsible for business decision-making planning, implementing the risk management decisions of the board of directors, and coordinating cross-department risk management interaction and communication to reduce strategic risks.3. Audit Unit
The audit office is affiliated with the board of directors, assisting the board of directors and managers to inspect and review the deficiencies of the internal control system, and measure the effectiveness and efficiency of operations. An annual audit plan is drawn up based on the risk assessment results every year, and the audit implementation results are regularly reported to the Audit Committee and the Board of Directors.4. Authority
Each authority and responsibility unit is the direct unit for initial risk discovery, assessment, and control. The supervisor of the business execution unit is responsible for risk management and is responsible for supervising and controlling the relevant risks within the unit to ensure that the company’s risk management system can completely and effectively control the relevant risks.Operating Condition
Since 2023, FAVITE Inc. has actively promoted the implementation of the risk management mechanism. Through the operation and management meeting chaired by the general manager or the relevant operation supervisor, the company is responsible for the risk assessment of various operation plans and projects, and the personnel of each dedicated department identifies potential risks within the scope of their duties. risk, evaluate, and formulate response control plans and returns, and report to the board of directors on November 4, 2022 on the operation of risk management. Operational status of relevant risk management such as risk assessment and response measures.Risk Management Policy and Procedure(Download)
Information Security Management
In order to maintain the confidentiality, integrity and availability of the company’s information assets, comply with the requirements of relevant laws and regulations, and protect user data privacy from internal and external deliberate or accidental threats. The company integrates the information security objectives of departments at all levels and establishes the company’s overall information security policy objectives as follows:Information Security Committee

Information security management measures
The company has passed the ISO 27001 information security standard and certification in December 2023, and passed the renewal assessment in November 2024. All employees of the company are required to comply with information security regulations. We conduct regular reviews every year to ensure that relevant regulations are in compliance with operations. The company should meet the needs of environmental changes and make timely adjustments. In addition, we are committed to preventing external cybersecurity threats. By building a multi-level cybersecurity protection system, we have comprehensively improved the security of the overall information environment. In 2023, we invested NT$1.2 million in cybersecurity and in 2024, we invested NT$1.24 million in cybersecurity.We ensure that internal personnel follow the company’s policies and implement information security management measures to ensure the sustainable operation of the company’s business. The detailed measures are as follows:
Specific management plan
Invest resources in information security management
Information security education and training
Ethical Management
FAVITE Inc. has established the “Principle of Integrity Management”, which regulates internal management and external business activities. It should be based on the concepts of integrity, transparency and responsibility, and abide by laws and regulations.Executive Division
FAVITE Inc.’s general manager office supervises the relevant operations in accordance with the work duties and scope of each unit to ensure the implementation of the principle of integrity management.Executive condition
1. Formulate integrity management policies and plansNo. | Executive Project | Operating Condition |
---|---|---|
(1) | Does the company clearly state the policies and practices of integrity management in its regulations and external documents, as well as the commitment of the board of directors and management to actively implement the business policies? | FAVITE Inc. has a “Principle of Integrity Management”, which is actually implemented in internal management and external business activities; in addition, the company’s “Board of Directors’ Rules of Procedure” also specifies the director’s interest avoidance system. Those who represent the interests of a legal person shall explain the important content of their interests at the meeting of the board of directors. If there is a risk of harming the interests of the company, they shall not participate in the discussion and vote, and shall avoid the discussion and vote, and shall not act as an agent for other parties. Directors exercise their voting rights. |
(2) | Does the company formulate a plan to prevent dishonesty, and clearly stipulate operating procedures, behavior guidelines, punishment and complaint systems for violations in each plan, and implement them? | FAVITE Inc. has a “Principle of Professional Ethics for Employees”, which states that employees must not use their powers to seek illegal benefits, accept entertainment, gifts, kickbacks, embezzle public funds or other illegal benefits, so as to prevent dishonest behavior from affecting business relationships or transactions. |
(3) | Does the company take preventive measures against the subparagraphs of Item 2 of Article 7 of the “Principle of Integrity Management for Listed OTC Companies” or other business activities within the scope of business that have a relatively high risk of disintegrity? | FAVITE Inc. has established relevant preventive measures for the risks arising from relatively high levels of Integrity. |
2. Implement Integrity Management
No. | Executive Project | Operating Condition |
---|---|---|
(1) | Does the company evaluate the integrity records of its counterparties, and specify the terms of honest behavior in the contracts it signs with its counterparties? | FAVITE Inc. abides by the Company Law, Securities Exchange Law, Commercial Accounting Law, relevant regulations on listing and OTC listing, or other business conduct-related laws and regulations as the basis for implementing honest management. |
(2) | Does the company set up a unit affiliated to the board of directors to promote corporate integrity management, and regularly report its implementation to the board of directors? | FAVITE Inc.’s general manager office supervises relevant matters based on the work duties and scope of each unit, ensures the implementation of the code of integrity management, and reports to the board of directors at least once a year on the plan and implementation of the promotion of integrity management. The general manager reported the implementation of the operation to the board of directors on November 4, 2022. In order to achieve effective implementation, the company promotes the awareness of honesty, morality and anti-corruption to colleagues throughout the company through the weekly meetings of various departments and the newcomer education and training of Jingcai Technology Co., Ltd., and digitizes the teaching materials so that all departments and all colleagues can Apply for a course of study at any time. From October 2021 to September 2022, the number of participants in physical and online courses reached 230, and the total teaching hours were 38.33 hours. From October 2021 to September 2022, the company had no complaints or reports due to operations, employees’ violation of integrity and morality, or any illegal behavior. |
(3) | Does the company formulate policies to prevent conflicts of interest, provide appropriate reporting channels, and implement them? | Employees’ opinions can be reflected to the management through multiple channels. Regularly train and communicate with employees to protect the rights and interests of employees while preventing unintegrity behavior. |
(4) | Has the company established an effective accounting system and internal control system in order to implement honest management, and has it been regularly checked by the internal audit unit, or has an accountant been entrusted to perform the check? | FAVITE Inc. has established the “Principle of Integrity Management” and “Standards of Professional Ethics for Employees” as the basis for implementing integrity management. And in order to ensure the implementation of honest management, the company has established an effective accounting system and internal control system, and internal auditors regularly check the compliance with the preceding system. |
(5) | Has the company formulated measures to prohibit insider trading and implemented them? | The company has formulated the “Internal Material Information Processing and Insider Trading Prevention Management Procedures” to ensure the consistency and accuracy of the company’s information published to the outside world, and to strengthen the prevention of insider trading. For new directors, managers and employees, education and publicity will be provided within one month after taking office. FAVITE Inc. has conducted education and publicity for new colleagues from October 2010 to September 2011. The course content includes the definition of important internal information, daily confidentiality operations, and penalties and handling of violations. The number of participants in physical and online courses reached 230 , the total number of teaching hours is 38.33 hours. Make colleagues understand the norms and implement relevant regulations. |
3. The operation of the company whistleblowing system
No. | Executive Project | Operating Condition |
---|---|---|
(1) | Does the company formulate a specific whistleblowing and reward system, establish channels to facilitate whistleblowing, and assign appropriate specialists to handle whistleblowers? | FAVITE Inc. has established the “Principle of Integrity Management” and “Principle of Professional Ethics for Employees”, which can be reported to the management through multiple channels, and the company will implement punishment according to the regulations. By establishing good corporate governance, risk control mechanism and perfect internal regulations, we can prevent the occurrence of dishonest behaviors and create an operating environment for the company’s sustainable development. |
(2) | Does the company formulate investigation standard operating procedures and related confidentiality mechanisms for accepting reports? | The company has established the “Principle of Integrity Management” and “Principle of Professional Ethics for Employees”, which specify the company’s investigation standard operating procedures and related confidentiality mechanisms for accepting reports. |
(3) | Does the company take measures to protect whistleblowers from being improperly dealt with due to whistleblowing? | FAVITE Inc. has established the “Principle of Integrity Management” and “Principle of Professional Ethics for Employees”, which specify the company’s measures to protect whistleblowers from being mistreated due to whistleblowing. |
Board Member Succession Planning and Operating
FAVITE Inc.’s “M&A” stipulates that the election of directors adopts a comprehensive candidate nomination system, and it is stipulated in the “Corporate Governance Practice Code” and “Director Election Procedures” that the composition of the board of directors should consider diversity, and consider the company’s own operations, business model and Develop diversified policies for development needs, including but not limited to the standards of basic conditions and values or professional knowledge and skills.The company establishes a database of director candidates according to the following standards:
Key Management Succession Planning and Operating
The main structure of the company’s key management succession planning is as follows:1. According to the future development strategy, define the company’s required positions and talent needs, and regularly review the succession plan in response to changes in operations and strategies.
2. Discover potential and talented executives to enter the succession planning candidate talent pool, and establish a sound training mechanism and talent development plan for training.
3. Promptly promote middle-level supervisors as job agents of senior supervisors, and understand the cultivation status of middle-level supervisors through performance appraisal and use it as a reference for succession planning.
Intellectual Property Management
The purpose of the company is to produce high-quality, high-precision automatic testing equipment, and continue to research and develop to enhance the company’s value and competitiveness. In order to maintain this purpose, protect R&D results and respect the intellectual property of others, the following intellectual property management plan is specially established to strengthen corporate governance and ensure sustainable operation.1. Patent Management
- Protect R&D results by applying for and obtaining patents.
- The proposal to apply for a patent for the research and development results, and to apply for and obtain a patent for the research and development results with the competent authorities of domestic and foreign intellectual property rights shall be handled and handled by the responsible units within the company.
- After the research and development results are granted a patent by the competent authority of intellectual property rights, the preservation of the relevant application and approval documents of the patent, as well as the maintenance of the patent, are handled and handled by the company’s legal office.
- Regularly review the application of the patented research and development results to assess the need for continued maintenance.
- The “Research and Creation and its Incentive Measures” have been formulated to encourage and reward the company’s employees to engage in job-related research and development, creation and improvement.
- In the employment contract between the company and its employees, it has been aimed at the employee’s job completion, not based on the job’s needs but related to the job, and not related to the job but completed using the company or the company’s affiliated companies For inventions, new models or designs based on resources or experience, the ownership of patent application rights and patent rights shall be expressly stipulated.
2. Trademark Management
- FAVITE Inc.’s trademark has been approved and registered by the authority since 2004, and after years of layout, it has gradually become complete, covering relevant categories, and has spread throughout major countries.
- Regularly registered and announced trademarks and review their use conditions to assess the necessity of continuing to extend the period of trademark rights.
- According to the company’s future business development, weigh the application for registration of a new trademark.
- Matters related to the application for registration of new trademarks, as well as the extension of the period of trademark rights of trademarks that have been registered and announced, are handled and handled by FAVITE Inc.’s legal office。
3. Copyright Management
- FAVITE Inc. has set up a software research and development unit to develop the application software required for the assembly and matching of various products by itself, so as to effectively reduce the problem of adaptability
- In the employment contract between the company and the employee, the works completed by the employee on the job, the works not based on the needs of the job but related to the job, and the works not related to the job but completed using the company or this company For works on the resources or experience of corporate affiliates, expressly agree on the author, the ownership of the copyright, and the ownership of the original copy of the work.
4. Management of Trade Secrets
- The employees of the company must take corresponding confidentiality measures for sales, research and development, procurement, manufacturing, and operation information, materials and documents that they receive or receive, which have economic value or are confidential.
- The company’s computer equipment can only be used by employees who log in and identify with a password, and the password must be changed regularly, and the rights to read and access computer files are controlled according to the nature of the employee’s job.
- The company will allocate personal access control magnetic cards to employees, and control their access rights according to the nature of the employee’s duties. When visitors enter the company, their identity will be registered, and a temporary identity badge will be provided for them to wear, and they will be accompanied by the company’s employees throughout the process.
- Regularly remind and publicize employees not to disclose business secrets.
- When the employees of the company leave the company, they must hand over the information, materials and documents under their control.
- In the employment contract between the company and the employees, it has been clearly stipulated that the employees shall not disclose, provide or present the information, materials and documents of the company that they have learned that have economic value or confidential nature during the period of employment and within a certain period of time after resignation to others.
- If the company needs to disclose or provide its economic value or confidential information, materials, or documents to a business partner, it must sign a confidentiality contract or clause with the target to protect the above information, materials and documents.
5. Management of Infringement
- In the employment contract between the company and its employees, as well as in the “Intellectual Property Management Measures” stipulated by the company, there are express restrictions on employees:
- No direct, indirect or disguised use or use of software, business secrets or other intellectual property that is not legally authorized in the location, region and scope of the company’s business, and no infringement of other people’s software, business secrets or other intellectual property Behavior.
- Do not directly, indirectly or in disguise use or utilize the software, business secrets or other wisdom of others received, contacted or known in the work or position before employment in the company in the location, region and scope of the company’s business property.
- All works done on the job, or not based on the needs of the job but related to the job, are all created by themselves, and there is no plagiarism, imitation, or infringement of other people’s copyrights, patents, trade secrets, and intellectual property rights in any way. .
- When the company has a dispute over software, business secrets, or other intellectual property, the company’s legal office may, at its discretion, or appoint or entrust external professionals to deal with it.
6. Executive Condition
- FAVITE Inc. reports to the board of directors at least once a year on the intellectual property management plan or its major implementation. The latest report date is November 4, 2022.
- The company’s intellectual property list and achievements as of September 30, 2022, are as follows:
- There are 3 valid invention patents, 2 valid model patents, and 8 valid trademarks.
- There are “Intellectual Property Management Measures” and “R&D Creation and Its Incentive Measures” formulated.
- There are no cases of litigation over software, trade secrets, or other intellectual property.