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Corporate Governance  
Board of Directors  
Directors  
Title Name Curriculum Vitae
Chairman Cheng, Ying-Pin Chairman of Longchen Paper & Packaging Co., Ltd
Director of the National Industrial Association of the Republic of China
MBA, National Taiwan University
Director Wang, Cho-Chiun Vice chairman, CTBC Anti-Drug Educational Foundation
Master of Law, Graduate School of Criminology, National Taipei University
Director Lee, Chi-Ren Adjunct Professor, EMBA of National Taiwan University
Doctor of Business Administration, University of Illinois at Urbana-Champaign
Director Wu, Chih-Wei Chairman of Chi Tei Investment Co., Ltd
Master of Business Administration, California State University
Director Chiang, Chun-Te Director of CTBC Bank Co., Ltd
College of Business, University of the Witwatersrand, South Africa
Director Chiang, Yo-Sung Chairman and CEO of Huadian Investment Development Co., Ltd.
Santa Clara University
Independent Director Chiu, Shean-Bii Professor of Finance, National Taiwan University
Master of Business Administration, Doctor of Finance, University of Washington
Independent Director Wen, Shun-Te Director, Nantou Branch & Changhua Branch & Fengyuan Branch, National Taxation Bureau of the Central Area,Ministry of Finance
Master's Degree in Business Administration from National Chung Cheng University of California
Independent Director Chang, La-Shin Vice Chairman, Taiwan Farm Industry Co., Ltd
Financial Accounting and Management Accounting from Waseda University, Japan Experience
 
 
Resolutions Submitted by the Board  
Attendance of Board Meetings and Advanced Studies  
Communication between Independent Directors, Internal Audit Supervisors and Accountants  
Board Membership Expertise, Independence and Diversification.  
Succession planning for board members and key management.  
 
Audit Committee  
Audit Committee is composed of all independent directors and holds meetings once every season. Its main responsibilities are:
1.Establish or revise internal control system in accordance with Article 14-1 of Securities and Exchange Act.
2.Evaluate the effectiveness of internal control system.
3.Establish or revise the handling procedures for material financial business actions, such as acquisition or disposal of assets, derivative trading, loans of funds to others, endorsement/guarantees for others in accordance with Article 36-1 of Securities and Exchange Act.
4.Matters involving conflict of interest of directors.
5.Major assets or derivative trading.
6.Making loans/endorsement of major funds or provide guarantees.
7.Raise, issuance or private placement of securities with equity.
8.Appointment (dismissal) or remuneration of certified accountants.
9.Appointment/dismissal of financial, accounting and internal audit manager.
10.Q1, Q2 and Q3 Financial Statement and Annual Financial Report.
11.Other major matters of the Company and those regulated by competent authorities.
 
Members of Audit Committee
 
Title Name
Convener Chiu, Shean-Bii (Independent Director)
Member Wen, Shun-Te (Independent Director)
Member Chang, La-Shin (Independent Director)
 
 
1. The Company established audit committee on Aug. 25, 2014. Total 3 committee members.
2. The Audit Committee's internal performance evaluation is conducted annually, using five key areas as evaluation criteria: 1. Level of involvement in company operations; 2. Understanding of functional committee responsibilities; 3. Improving the quality of functional committee decision-making; 4. Composition and selection of functional committee members; and 5. Internal control, totaling 20 indicators. The evaluation results for 2024 were submitted to the Board of Directors on March 11, 2025, and met the requirements of corporate governance, effectively enhancing the functions of the Board of Directors.
3. The term of office for the current committee members is from May 31, 2023 to May 30, 2026. From May 31, 2023 to December 31, 2025, 14 meetings have been held. The attendance of committee members and the annual work priorities are summarized below:
 
Title Name Attendance in Person Attendance by Proxy Attendance Percentage of the
Attendance in Person %
Independent Director Chiu, Shean Bii 14 0 14 100
Independent Director Wen, Shun-Te 14 0 14 100
Independent Director Chang, Lan-Hsin 14 0 14 100
Audit Committee's Annual Work Priorities and Resolutions for 2024:
1. Review of Financial Reports: The Board of Directors prepared the Company's 2024 Business Report, Financial Statements, and Profit Distribution Statement, etc. The financial statements were audited by Liben Taiwan United Certified Public Accountants, who issued an audit report. The Audit Committee considers the aforementioned Business Report, Financial Statements, and Profit Distribution Statement to be in compliance with regulations.
2. Audit Committee's Assessment of the Effectiveness of the Internal Control System for 2024: Based on the self-assessment results of the internal control systems of each unit (including overseas subsidiaries), the audit plan implementation results of the auditing unit for the entire year, and in accordance with the criteria for judging the effectiveness of the internal control system as stipulated in the "Guidelines for the Establishment of Internal Control Systems by Publicly Listed Companies," the Audit Committee conducted an overall assessment to reasonably ensure that the Company's internal control system (including supervision and management of subsidiaries) as of December 31, 2024, complies with relevant regulations and laws. The Audit Committee considers the design and implementation of the Company's internal control system to be effective.
3. Reviewed and approved the revisions to the "Articles of Association" and "Procedures for Handling Derivative Transactions," among other relevant regulations.
4. Reviewed and approved proposals related to cash capital increases, syndicated loans, endorsements, and fund lending without objection.
5. Reviewed the General Manager's academic qualifications and experience and appointed him.
6. Appointed accountants: To ensure the independence of the certified public accountants, the independence of the certified public accountants is regularly assessed in accordance with the company's "Corporate Governance Practices Code." The 4th Session, 7th Audit Committee meeting held on March 6, 2015, reviewed and approved the independence, professionalism, and competence of accountants Chang Yi-Chun and Cheng Chien-Hsien of Liben Taiwan Certified Public Accountants, deeming them qualified to serve as the company's certified public accountants.
 
 
Audit Committee
Date、Period
Proposal content Resolution result
Mar 6, 2025
The 7th meeting held by the 4th Audit Committee
1. Approval of the Company's 2024 Financial Statements
2. Approval of the Company's 2024 Profit and Loss Mitigation Plan
3. Approval of the donation of a portion of Rong Sheng shares and NT$12 million to the "Longchen Shan Yu Tien Field Education Foundation"
4. Approval of convening the Company's 2024 Annual General Meeting of Shareholders
5. Approval of the guarantee for financing lines for Group subsidiaries
6. Approval of applying for comprehensive financing lines from various financial institutions
7. Approval of the assessment of the competence and independence of the certified public accountants and their remuneration
8. Approval of amendments to certain articles of the Company's Articles of Association
9. Approval of the 2025 projected related-party transactions
10. Approval of the Company's 2024 Internal Control System Statement
All Committee member agreed to approve.
Apr 10, 2025
The 8th meeting held by the 4th Audit Committee
1. Case of repurchasing shares and transferring them to employees through the Company All Committee member agreed to approve.
May 12, 2025
The 9th meeting held by the 4th Audit Committee
1. Approval of the Company's consolidated financial statements for the first quarter of 2024
2. Approval of the appointment of the Company's General Manager
3. Approval of the guarantee for financing of the Group's subsidiaries
All Committee member agreed to approve.
Jun 09, 2025
The 10th meeting held by the 4th Audit Committee
1. Share buyback and transfer to employees through the Company
2. Asset revitalization assessment of the Nankan plant initiated through the Company
All Committee member agreed to approve.
Aug 13, 2025
The 12th meeting held by the 4th Audit Committee
1. Approval of the Company's consolidated financial statements for the second quarter of 2025
2. Approval of the Company's profit distribution for the first half of 2025
3. Approval of the RMB 600 million syndicated loan from the mainland subsidiary Pinghu Longchen, with the Company acting as a guarantor
4. Approval of the RMB 300 million syndicated loan from the mainland subsidiary Longchen Greetech, with the Company acting as a guarantor
5. Approval of providing financing loans to Pinghu Longchen
6. Approval of applying for comprehensive financing lines from various financial institutions
7. Approval of providing guarantees for financing lines of the Group's subsidiaries
All Committee member agreed to approve.
Sep 24, 2025
The 13th meeting held by the 4th Audit Committee
1. Share buyback and transfer to employees through the Company All Committee member agreed to approve.
Nov 13, 2025
The 14th meeting held by the 4th Audit Committee
1. Approval of the consolidated financial statements for the third quarter of 2025
2. Approval of the indirect lending to Longchen Environmental Technology Co., Ltd. through the provision of funds
3. Approval of the guarantee for financing of the group's subsidiaries
4. Approval of the application for comprehensive financing lines from various financial institutions
5. Approval of the "Regulations for the Payment of Remuneration to Grassroots Employees"
6. Approval of amendments to certain articles of the "Procedures for Handling Derivative Transactions"
7. Approval of amendments to the "Code of Corporate Governance Practices"
8. Approval of the audit plan for 2026
All Committee member agreed to approve.
 
 
Remuneration Committee  
The Company established remuneration committee on Dec. 23, 2011. Its major responsibilities are:
1.Establish and regularly review the performance evaluation of directors and managers and the policy, system, standard and structure of remuneration.
2.Regularly evaluate performance goal achievement on directors and managers and suggest the content and amount of their individual remuneration.
3. The Remuneration Committee conducts an internal performance evaluation annually, using five key areas as evaluation criteria:
  1. Level of involvement in company operations;
  2. Understanding of the responsibilities of functional committees;
  3. Improving the decision-making quality of functional committees;
  4. Composition and selection of members of functional committees; and
  5. Internal control, totaling 20 indicators. The evaluation results for 2024 were submitted to the Board of Directors on March 10, 2025, and met the requirements of corporate governance, effectively enhancing the functions of the Board of Directors.
 
Members of Remuneration Committee
 
Title Name
ConveneMember Chiu, Shean-Bii (Independent Director)
Member Wen, Shun-Te (Independent Director)
Member Chang, Lan-Hsin (Independent Director)
 
The meeting date, proposal content and resolution results of the 2025 Remuneration Committee are as follows
 
Remuneration Committee
Meeting Date、Period
Proposal content Resolution result
March 6, 2025
The 4th Session of the 5th Remuneration Committee
1. Approved the 2024 additional bonus plan for managers and above.
2. Approved the 2024 employee compensation distribution proposal.
All Committee member agreed to approve.
August 10, 2025
The 5th Session of the 5th Remuneration Committee
1. Approval of the semi-annual self-management bonus distribution plan for managers at or above the management level in the first half of 2025. All Committee member agreed to approve.
 
Internal Audit  
The board of the Company shall regulate the Company’s audit system and procedures and review the Company’s internal audit system and audit reports in accordance with “Regulations Governing Establishment of Internal Control Systems by Public Companies”.

 
Audit Department and Internal Auditors  
Longchen P&P’s Internal Audit is a unit that reports directly to the Board of Directors, which comprised of a chief audit officer and audit personnel matched the qualification criteria of FSC. The names, ages, educational background, experience, seniority, and training of the internal auditors shall be reported to the FSC based on its regulated format for recording by the end of January each year.
 
 
Appointment and Dismissal of Auditors  
1.The appointment and dismissal of the chief audit officer is approved by the Audit Committee and submitted to the Board of Directors for approval.
2.The appointment, dismissal, evaluation, and salary/remuneration of auditors are handled in accordance with the “Principles for the Recruitment, Appointment, Determination of Salary of Newcomers, “Regulations Governing Employees’ Salary”, “Regulations Governing Performance Evaluation” and “Principles for Employees’ Resignation Procedures” and the evaluation performance will be conducted twice a year. The aforementioned appointments, dismissals, evaluations and salary/remuneration will be submitted to the Chairman of the Board of Directors for approval in accordance with the Approval Procedures. The aforementioned regulations have been disclosed in the Company’s Internal Regulations Zone.
 
 
Objectives of Audit  
The aims of our internal audit program are to conduct audits effectively, to evaluate problems in the internal control system and assess the efficiency of operations to ensure that such a system can be carried out effectively on a continuous basis, and to assist the board of directors and management to perform their duties effectively so as to ensure a sound corporate governance system. Therefore, our internal audit program shall take into consideration the overall operational activities of the firm and its subsidiaries in establishing an effective internal control system that will be constantly reviewed and updated so as to keep up with the changing environment inside and outside the company and to ensure that the design and enforcement of the system remain effective.
 
 
Procedure of Audit Regular Declaration of Audit
Evaluation of transaction risk via internal control cycle Declaration of audit plans
Approval of board of directors for annual audit plan Declaration of audit team
Conduct regular or irregular auditing work Declaration of insufficiency
Post-audit communication and final forum Statement of internal control
Audit reporting Report of insufficiency improvement
Follow-up and upgrading reporting
Self-Assessments of internal control system
 
   
Audit Performance Report  
The audit report shall be delivered to audit committee members by the end of next month upon the completion of audit items after reviewed by audit manager and reported to assigned board members and obtained instructions.
 
   
Implementations of Corporate Governance  
The Company has passed that Assistant vice president, Wu, Kuo-Shan, will serve as the chief corporate governance officer by resolution during the board meeting on May 14, 2021. Assistant vice president, Wu, Kuo-Shan, had conducted tasks as chief accounting officer for over 20 years at public companies. As a chief corporate governance officer, his major responsibilities will be:
1.Handle relevant matters and prepare the minutes for board meeting and shareholders’ meeting.
2.Assist the office taking and continued advanced studies of directors.
3.Provide the information required for directors to execute business.
4.Assist the directors in law compliance.
5.Other matters established in accordance with Articles of Incorporation or contracts.
 
Implementations of Corporate Governance and Advanced Studies during the Recent Years
   
Implementation of Specific Precautions Against Insider Trading  
The Company provides educational and promotional programs on the relevant laws and regulations related to prevention of insider trading to current directors, managers, and employees at least once a month; for new directors and managers, educational and promotional programs are arranged within two days of taking office, and for new employees, educational and promotional programs are provided by human resources during pre-employment training.
On the 25th of each month during the year, the current directors and managers were given relevant advocacy on the confidentiality of material information, as well as the reasons for insider trading, the identification process, and transaction examples. On September 24, 2020, the Company held a morning meeting to reiterate its commitment to confidentiality. The Company has also posted the relevant information on its website and internal employee system for reference by relevant personnel.
 
Date Object Times Total Hours Course Content
Inauguration day new insider 6 6 1.Internal Material Information Processing Procedures & Confidentiality Commitment Letter
2.Introduction to insider trading and vesting rights
Every 25th of each month All insider 30 87 1. Reminder of the important content of the "Securities Investors and Futures Traders Protection Law" and its impact on its rights and obligations
2. Reiterate "insider trading" and "right to belong"
3. Matters needing attention in the declaration of shareholding changes
Inauguration Day New employees   124 41 1. Publicity of confidentiality commitment
2. Procedures for Execution of Confidentiality Commitment Letter
2023.02.22 &
2023.08.23
All employees   1,030   343 1. Reaffirm the confidentiality commitment to the employees
2. Procedures for Execution of Confidentiality Commitment Letter
 
   
Implementation of Specific Ethical Corporate Management Practices  
In accordance with the “Procedures for Ethical Management and Guidelines” of the Company, the Human Resources Department is the dedicated unit to promote ethical corporate management and report to the Board of Directors once a year, and is responsible for assisting the Board of Directors and management in formulating and supervising the implementation of ethical corporate management policies and preventive programs to ensure the implementation of the Ethical Corporate Management Best Practice Principles. As of the end of September 2021, the Company's implementation of its ethical corporate management policy is reported as follows:
1.Total of 18 items for relevant regulations of ethical corporate management are explained in the morning meeting on the third week of each month.
2.According to the Company’s Regulations of 119 Feedback Mailbox, our Taiwan plant received 9 cases of Feedback Mailbox, which have been investigated by the chief audit officer and the results and countermeasures have been announced.
 
List of Advocacy on Relevant Regulations of Ethical Corporate Management
Integrity Commitment Letter
   
Enforcement of intellectual property rights  
The intellectual property rights management standard system includes patents, trademarks, copyrights, business secrets and other items. The company encourages employees to conduct research and innovation, implement corporate governance, and protect technology research and development results to ensure the company's sustainable operations. It formulates intellectual property management policies and formulates relevant measures. Operational execution is used to reduce operational risks, strengthen competitive advantages, and enhance corporate competitiveness.
 
Intellectual property rights enforcement results in 2023
Trademark enforcement results
Copyright enforcement results
   
Cardinal Corporate Codes  
1 Articles of Incorporation(Nomination system was adopted for election of directors) 1 Ethical Corporate Management Best Practice Principles
Corporate Governance Principles Procedures for Ethical Management and Guidelines
Rules and Procedures of Shareholders Meeting Codes of Ethical Conduct
Rules for Election of Board of Directors Procedures for Lending Funds to Other Third Parties
Rules and Procedures of Board of Directors Procedures for Endorsement and Guarantee
Rules for Performance Evaluation of Board of Directors Procedures for Acquisition or Disposal Assets
Rules for Governing the Responsibilities of Independent Directors Policies and Procedures for Financial Derivatives Transactions
Audit Committee Charter Internal Procedures for Handling Material Inside Information
Remuneration Committee Charter Corporate Social Responsibility Best Practice Principles
   Regulations of 119 Feedback Mailbox