|
EPISTAR and Lextar Corporation, hereafter referred to as “LEXTAR”, are 100% owned by ENNOSTAR Inc., hereafter referred to as “ENNOSTAR”, by means of joint share exchange. ENNOSTAR (code: 3714) has been listing and trading since January 6th, 2021 and EPISTAR and LEXTAR terminated listing and trading of their securities on the same date. The corresponded approval is stated on Taiwan-Stock-Shang-1-10900153641 dated on September 8th, 2020 and on Taiwan-Stock-Shang-1-10900173081 dated on September 24th, 2020; meanwhile, the Financial Supervisory Commission approved the withdrawal of public offering on the record date of share exchange, January 6th, 2021.
For more information, please visit www.ennostar.com
The following content is temporarily the related information while EPISTAR was a listed company.
EPISTAR advocates and acts upon the principles of operational transparency and respect for shareholder rights. We believe that one basis for successful corporate governance is a sound and effective Board of Directors. In line with this principle, the EPISTAR Board delegates various responsibilities and authority to two Board Committees, Audit Committee and Compensation Committee. Each Committee has a written charter approved by the Board. Each Committee’s chairperson regularly reports to the Board on the activities and actions of the relevant committee. The Audit Committee and Compensation Committee consist solely of independent directors. EPISTAR set the corporate governance unit officially upon approval of the Board of Directors on March 14, 2019, and Mr. Shih-Shien Chang was appointed to hold the position as the Company Governance Officer concurrently.
1. Shareholding Structure and Shareholders' Rights
- 1.1 Ways of handing shareholders' suggestions or disputes
The related operations would be handled by the Spokesperson pursuant to the relevant laws and important
regulations.
- 1.2 The Company' possession of major shareholder' list and the list of ultimate owners of these major shareholders
The professional shareholder service agent would be responsible for handling it, and controlling the information about
shares held by insiders according to the information about changes of insiders’ equity on a monthly basis.
|
Shareholders
|
Total Shares Owned
|
Ownership (%)
|
|
Labor retirement fund (New system)
|
58,742,500
|
5.40%
|
|
UBS Europe SE
|
37,958,611
|
3.49%
|
|
Cathay Life Insurance Co., Ltd.
|
24,130,000
|
2.22%
|
|
Mercuries Life Insurance Co., Ltd.
|
20,283,000
|
1.86%
|
|
Labor retirement fund (Old system)
|
19,963,500
|
1.83%
|
|
Vanguard Total International Stock Index Fund, a series of Vanguard Star Funds
|
16,944,425
|
1.56%
|
|
Vanguard Emerging Markets Stock Index Fund, A Series of Vanguard International Equity Index Funds
|
14,292,480
|
1.31%
|
|
Tai Li Corp.
|
13,627,487
|
1.25%
|
|
Qing-BiaoWeng
|
13,500,000
|
1.24%
|
|
National Pension Insurance Fund
|
11,266,000
|
1.03%
|
Note: The record (base) date is the date on which transfer is suspended, i.e., March 30, 2020, the total Issued shares is 1,088,701,410 shares.
- 1.3 Risk management mechanism and fire wall between the company and its affiliates
The responsibilities between the Company and its affiliates was defined clearly and definitely. The investment projects was handled in accordance with the regulations governing Acquisition or Disposal Procedures of Asset and the internal control system and related laws and regulations to control the financial and operating information from time to time. Meanwhile, the motion for lifting the non-competition restrictions on directors and managers was submitted to the shareholders’ meeting and directors’ meeting for resolution.
2. Board Structure and Responsibilities
The Company shall have 9 to 15 directors to be elected at a shareholder’s meeting through nominating system from persons of legal capacity to serve a term of three years. The Company’s 10th term of Directors has 9 directors (Including five Independent Directors).
- 2.1 The diversification policy for the composition of its Board of Directors and Successor cultivation planning for key management
Board diversity policy and status of implementation thereof, please click here.
Successor cultivation planning for key management, please click here.
- 2.2 Audit Committee
The company establish an R.O.C. Audit Committee pursuant to the R.O.C. Securities and Exchange Act to replace
the supervisors. The R.O.C. Audit Committee is composed of all independent directors.
- 2.3 Remuneration Committee
The Company’s Remuneration Committee consists of 3 members for the time being, who are all independent directors
- 2.4 Regular evaluation of external auditors' independence
The Company has assigned eminent accounting firms and accountants who do not have any interests with the Company to keep their independence. The motion for evaluation on the independence, eligibility, and contents of service and remuneration 2018 about appointment of Ya-Huei Cheng and Chin-Cheng Hsieh, CPAs conducted by the Company once a year was approved upon resolution of the Audit Committee and board of directors on August 8, 2019.
According to the resolution of BOD on February 26th, 2020 and Article 29 of the Corporate Governance Best Practice Principles, to maintain the independence of CPAs, the Company would replace CPA Ya-Huei Cheng and CPA Chin-Cheng Hsieh by CPA Tien Yi Li and CPA Chin-Cheng Hsieh since the first quarter of 2020 in coordination with the internal CPA rotation of PwC accounting firm.
The evaluation procedure for independence and eligibility is summarized as following:
- 2.4.1 The CPA has no direct or indirect financial interest relationship with the Company.
- 2.4.2 The CPA has no financing or guarantee relationship with the Company or the Company’s directors.
- 2.4.3 The CPA has no close business relationship and potential employment relationship with the Company.
- 2.4.4 The CPA and its audit team members do not hold, or didn’t hold in the most recent two years, the position asdirector or managerial officer of the Company or any position that has significant influence on the audit.
- 2.4.5 The CPA doesn’t provide any non-auditing services that might affect the audit directly.
- 2.4.6 The CPA doesn’t act as a broker of the stock or other securities issued by the Company.
- 2.4.7 The CPA doesn’t act as the Company’s advocate, or settle the dispute between the Company and a third partyon behalf of the Company.
- 2.4.8 The CPA has no kinship relationship with any of the Company’s directors or managerial officers, or anypersons who hold the position that might affect the audit materially.
- 2.5 Descriptions of the communications between the independent directors, the internal auditors, and the independentauditors in 2017 and 2018:
Please click here.
3.The company's communication with its stakeholders
The Company has established the stakeholder section. For the time being, the Company identifies 7 major stakeholders, including employees, shareholders/investors/bank, corporate accounts, contractors, suppliers, governmental authorities, Outsourcers, et al., who may keep in touch with the Company or submit any suggestions and complaints via various communication channels.
The stakeholders may click here.
Whistleblowing system and whistleblower’s protection may click here.
4. Implementation of Corporate Governance
Please click here.
5. Implementation of Social Responsibility
Please click here.
6. Implementation of Corporate Conduct and Ethics
Please click here.
7. the “Information Security Management Review Committee” and “Trade Secrets Committee”
Please click here.
8. Information Disclosure
- 7.1 Establishment of corporate website to disclose information regarding the company's financials, business andcorporate governance.
The company provides financial information to the Market Observation Post System regularly and irregularly, andestablished a contact window in website for investor relationship service.
- 7.2 Other information disclosure channels (e.g. English website, assign specialist to collect information and disclosure,spokesperson system, the information of corporate briefing be uploaded to company website…..etc.)
There is a specialist responsible for the collection and disclosure of company information and implementing thespokesman system; please reference to Investor conference area for further details of the Information for Corporate Briefing.
9. The operation for company to establish nominations or other types of functional committee:
Please click here.
10. The others
- 9.1 The Company values greatly the labor-employee relation, guides its conduct toward its employees with integrity,and protects the employees’ right according to the Labor Standard Act.
- 9.2 The Company provides welfare and training systems to establish a mutually trustful and reliable relationship with itsemployees.
- 9.3 The Company has designated Spokesperson to manage suggestions from the shareholders.
- 9.4 The Company keeps good relationships with its suppliers.
- 9.5 The Company provides the noticeable information of related laws or regulations to its directors.
- 9.6 The Company has made internal rules according to related laws for risk management and assessment.
- 9.7 The Company keeps stable and good relationships with its customers to create profits.
- 9.8 The Company has purchased D&O insurance for its directors, supervisors, and management.
|