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From the first day of
establishment, AMPOC has always been actively playing the role as a communication bridge in the industry of information technology. AMPOC serves the clients from many industries such as PCB, Computer Systems and Communications, Semiconductor (from wafer manufacturing to PKG testing), FPD (precise testing solution for inspection and analysis), MEMS, precision surface treatment. AMPOC is the only supplier which distributes both equipment and materials to clients in Taiwan. AMPOC not only offers integrated and fine technical supports, it also conducts joint development with clients and continually pursues the balance between high-tech and eco-friendly solution. To offer better service to every client, AMPOC also sets up offices in the US, Hong Kong, Shanghai and Guangdong in China. |
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 Company Regulations |
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| Implementation |
| The company's regulations on corporate governance are not only published on the company's website but also on the company's internal webpage. If there are any amendments, the company's website and company's internal webpage will be updated immediately. Directors, employees, and all stakeholders can know the latest status of the company's regulations at any time.
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| All directors are reminded from time to time not to trade the company’s shares during the closed period of 30 days before the announcement of the annual financial report and the 15 days before the announcement of the quarterly financial report、common violations of Securities and Exchange Act on filing changes in insiders’ shareholdings.
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| Ethical Corporate Management Best Practice Principles、Procedures for the Prevention of Insider Trading and Procedures for Handling Material Inside Information are also included in the training courses for new employees.
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| Board of Directors |
Direcotrs |
| Title |
Name |
Education and Experience |
Current position(s) in the Company and other companies |
| Chairman |
Su,sheng-yi |
Master of Science Law Enforcement Dept., Michigan State University USA
Chairman of Taipei Chemical Machinery Co. Ltd.
TPCA Executive Director
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C.E.O.of Ampoc
Chairman of Qaulibond Technology Co. Ltd.
Chairman of Yangyi Investment Co. Ltd.
Director of Cerma Precision, Inc.
Cerma Precision, Inc.
Chairman of Yangsheng Investment Co. Ltd. as the representative of Yangyi Investment Co. Ltd
Director of Somnics Inc.
Director of Ampoc Tech. Ltd.
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| Director |
Nova Technology Corp.
Representative:
Jian-Nan Wu |
Director of Winmega Technology Corp
Director of Rayzher Industrial Co., Ltd..
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Director of Winmega Technology Corp
Director of Rayzher Industrial Co., Ltd..
Mall Co., Ltd. as the
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| Director |
Su, Wen-Po |
Master of Biomedical Engineering, Boston University, USA
Cellanyx Diagnostics Lead Product Engineer
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Director of Yangyi Investment Co. Ltd.
Director of Yangsheng Investment Co. Ltd.
Director of Somnics Inc.
Director of MobioSense Co., Ltd. as he representative of Yangsheng Investment Co. Ltd
CEO of MobioSense Co., Ltd.
Chairman's Special Assistant of Yangsheng Investment Co., Ltd.
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| Director |
Tom Wu |
Graduate Institute Attendee in Mechanical Engineering Dept. at National Central University
General Manager at Taipei Chemical Machinery Co., Ltd.
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Vice President of Ampoc |
| Independent Director |
Chen, Rong-Jye |
Law Dept. of National Taiwan University
Master & PH.D. in Laws, Southern Methodist University (SMU)
Pass Special Examination for Consular、Special Examination for Attorney
Adjunct associate professor and professor in Law School of Soochow University and Graduate School of Central Police University
Director-General of the Ministry of Foreign Affairs, Vice Chairman of the Overseas Community Affairs Council, Secretary-General of Straits Exchange Foundation
Deputy Representative in the United States, Representative in Russia
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Compensation Committee member of Ampoc Far- East Co., Ltd. |
| Independent Director |
Lin,Ming-Qin |
Associate Professor, Department of Finance, Chaoyang University of Science and Technology PhD in Commerce, National Chengchi University
Adjunct Lecturer at Fu Jen Catholic University
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None |
| Independent Director |
Chen,Zhi-Cheng |
Honorary Professor, Department of Information Management, Datong University PhD in Aachen Information Science RWTH
Adjunct professor at China Medical University
Professor, Department of Information Management, Datong University
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None |
| Independent Director |
Wang Lin ,Li-Zhu |
MBA, San José State University, California
Department of History, National Taiwan University
California CPA
Opnext Inc.Senior Director
CFO, Parade Technologies, Ltd.
AcBel Polytech Inc. Advisor Consulting
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AcBel Polytech Inc. Advisor Consulting |
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| Regarding the Board structure of the Company, an appropriate number of five Directors or above shall be determined based on the scale of the Company’s business development and the shareholding of major shareholders with reference to the actual operating requirements. Members of the Board possess different professional backgrounds, professional knowledge and skills, and industry experience, and the overall abilities they are equipped with are as follows:
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| (1) Ability to make operational judgments. |
| (2) Ability to perform accounting and financial analysis. |
| (3) Ability to conduct management administration. |
| (4) Ability to conduct crisis management. |
| (5) Knowledge of the industry. |
| (6) An international market perspective. |
| (7) Ability to lead. |
| (8) Ability to make policy decisions. |
| Currently, the Board has seven Directors, including three Independent Directors (accounting for 43%), one female Director (accounting for 14%), and two Directors are concurrently managers of the Company (accounting for 29%).
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| Resolutions of the Board Meeting |
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| 2023/3/22 |
1.Issued the 2022 Declaration of Internal Control System.
2.Approved the proposal for the alteration of CPAs and independence evaluation.
3.Formulated the general principles for non-assurance service policies of CPA’s firm approved by the Company in advance.
4.Approved the proposal for the 2022 distribution of remuneration of employees and remuneration of Directors and supervisors.
5.Ratified the 2022 financial statements.
6.Approved the 2022 business report and the 2023 business plan highlight.
7.Approved the proposal for the Company’s 2022 earning distribution.
8.Approved the 2022 cash dividend distribution, and the ex-dividend date for the cash dividends and the distribution date was July 17, 2023 and August 4, 2023.
9.Amended the Articles of Incorporation.
10.Approved the proposal for the capital increase in cash through the private placement of ordinary shares.
11.Re-elected an Independent Director of the Company.
12.Approved the period for accepting the nomination of Independent Director candidates, number of Independent Directors to be elected and venue for acceptance of the nomination.
13.Approved the list of Independent Director candidates nominated by the Board.
14.Approved lifting the non-competition restriction on the newly elected Independent Director.
15.Convened the 2023 Regular Shareholders’ Meeting of the Company.
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| 2023/1/12 |
1.Approved the proposal for the year-end bonus of the President in 2022 and the salary adjustment in 2023.
2.Approved the proposal for the year-end bonus of managers in 2022 and the salary adjustment in 2023.
3.Approved the proposal for the performance evaluation of the Board and functional committees in 2022.
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| 2022/11/28 |
1.Reported the 2022 Q3 consolidated financial statements.
2.Amended the 2023 audit plan.
3.Amended the written internal control system of the Company.
4.Approved the changes in the chief auditor.
5.Amended the Rules of Procedure of Board Meetings.
6.Amended the Procedures for Handling Material Inside Information.
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| 2022/07/28 |
1.Reported the 2022 Q2 consolidated financial statements.
2.Amended the Rules of Procedure of Board Meetings.
3.Amended the Procedures for Handling Material Inside Information.
4.Amended the Corporate Governance Best Practice Principles.
5.Amended the Charter of Remuneration Committee
6.Approved the proposal for the conversion of the shareholding in Somnics, Inc.
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| 2022/06/28 |
1.Authorized Independent Director Lin, Ming-Qin to approve the audit reports and manage the daily administration and audit operations of auditors.
2.Approved the proposal for the 2021 distribution of remuneration of Directors and supervisors.
3.Approved the proposal for the remuneration of employees of the President in 2021 and the salary adjustment in 2022.
4.Approved the proposal for the remuneration of employees of managers in 2021 and the salary adjustment in 2022.
5.Amended the Regulations for Remuneration of Directors and Supervisors.
6.Approved the renewal of comprehensive loan limits for working capital with a financial institution.
7.Approved the GHG inventory and verification schedule.
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| 2022/06/20 |
1.Elected the Chairman.
2.Appointed the members of the 5th session of the Remuneration Committee.
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| 2022/05/05 |
1.Approval of the amendment to Rules of Procedures for Shareholders’ Meetings
2.Approval of changing the venue and the time of 2022 annual shareholders’ meeting
3.Reporting the consolidated financial statements of the first quarter 2022
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| 2022/03/24 |
1.Approval of Internal Control System Statement for 2021
2.Approval of the amendment to the annual auditing plan for 2022
3.Approval of the amendment to the Internal Control System
4.Approval of the independence of independent auditors
5.Approval of the bonus of Directors and Supervisors for 2021
6.Acceptance of the 2021 financial statements
7.Approval of the 2021 operating report and 2022 operating plan
8.Approval of the appropriation of 2021 profit
9.Approval of the ex-dividend date as July 18, 2022 and payment date as August 5, 2022
10.Approval of the amendment to Article of Incorporation
11.Approval of the amendment to Procedures for Acquisition or Disposal of Assets of the company and the subsidiaries
12.Approval of the amendment to Procedures for Lending funds to the Parties
13.Approval of the amendment to Polices for Endorsement and Guarantee
14.Approval of the election of directors ( independent directors included)
15.Approval of the nomination of the directors (independent directors included)
16.Approval of candidates of the directors ( independent directors included) nominated by the board meeting
17.Approval of the release of Directors’ Non-Competition Obligations
18.Approval of convening the Annual Shareholders' Meeting of 2022
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| 2022/01/19 |
1.Approval of the amendment to the Internal Control System
2.Approval of the general manager’s annual bonus for 2021 and the adjustments of general manager’s salary 2022
3.Approval of the managers’ annual bonuses for 2021 and the adjustments of the managers’ salaries 2022
4.Approval of evaluating the performance of directors and supervisors for 2021
5.Approval of Audit Committee Charter
6.Approval of the amendment to Code of Ethic Conduct
7.Approval of the amendment to Rules of Shareholders’ meeting
8.Approval of the amendment to Rules for Election of Directors and Supervisors
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| 2021/11/22 |
1.Approval of the promotion of the managers |
| 2021/11/04 |
1.Reporting the consolidated financial statements of the third quarter 2021
2.Approval of the annual auditing plan for 2022
3.Approval of the change of the general manager
4.Approval of the retirement of the general manager
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| 2021/08/05 |
1.Reporting the consolidated financial statements of the second quarter 2021 |
| 2021/06/30 |
1.Approval of the bonus of Directors and Supervisors for 2020
2.Approval of the bonuses of the managers for 2020 and the adjustment of the managers’salaries for 2021
3.Approval of the postponing the annual shareholders’ meeting 2021
4.Approval of the extension of the bank credits
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| 2021/04/28 |
1.Reporting the consolidated financial statements of the first quarter 2021
2.Approval of submitting the shareholder’s proposal of Reducing 25% capital to the annual shareholders’ meeting
3.Approval of reporting the shareholder’s proposal of investing the listed companies with growing potential and high yield by cash of the company or bank loan
4.Approval of the amendment to the agenda of the annual shareholders’ meeting
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| 2021/03/17 |
1. Approval of Internal Control System Statement for 2020
2. Approval of the independence of independent auditors
3. Approval of the bonus of Directors and Supervisors for 2020
4. Acceptance of the 2020 financial statements
5. Approval of the 2020 operating report and 2021 operating plan
6. Approval of the appropriation of 2020 profit
7. Approval of the ex-dividend date as July 16, 2021 and payment date as August 5, 2021
8. pproval of the amendment to Rules of Procedures for Shareholders’ Meetings
9. Approval of the amendment to Rules of Board Performance Evaluation
10. Approval of convening the Annual Shareholders' Meeting of 2021
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| 2021/01/19 |
1. Approval of the managers’ annual bonuses for 2020 and the adjustments of the managers’ salaries 2021
2. Approval of evaluating the performance of directors and supervisors for 2020
3. Approval of Corporate Governance Practice Principles
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| Committees |
Compensation Committee |
| The Committee perform the following duties and present its recommendations to the board of directors for discussion. The Committee shall convene at least twice a year. |
| 1.Prescribing and periodically reviewing the performance review and the policy, system, standards, and structure of compensation for directors, supervisors and managerial officers. |
| 2.Periodically evaluating and prescribing the compensation of directors, supervisors, and managerial officers. |
| 3.Periodically reviewing the charter of the committee and making recommendations for amendments . |
| Members |
Audit Committee |
| The Committee consist of all independent directors and supervises the following matters: |
| 1.Fair presentation of the company's financial statements. |
| 2.Appointment (dismissal), independence and performance of attesting CPA. |
| 3.Effective implementation of the company's internal control. |
| 4.Legal compliance. |
| 5.Management and control of existing or potential risks of the company. |
| Please refer to the company's annual reports for the meetings of the committee and the attendance percentage of each member. |
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| Title |
Name |
Number of other public companies listed in Taiwan serving as a compensation committee member
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| Independent Director |
Chen, Rong-Jye |
0 |
| Independent Director |
Lin, Ming-Chin |
0 |
| Independent Director |
Chen,Zhi-Cheng |
0 |
| Independent Director |
Wang Lin ,Li-Zhu |
0 |
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| Please refer to the company's annual reports for the meetings of the committee and the attendance percentage of each member. |
| Internal Audit |
| The internal audit function of the company is an independent unit -auditing office directly under the board of directors. The company appoints, according to its business size, business condition, management needs, and the provisions of other applicable laws and regulations, qualified persons in an appropriate number as full-time internal auditors and has deputies in place for the internal auditors. (Note: At present, there are 2 full-time internal auditors in the company's internal auditing office.) The appointment of internal auditors is in compliance with the regulations on competency legislated by the competent authorities and the company’s appointment methods. The appointment and discharge of the audit supervisor shall be approved by the board of directors. On Jun. 28, 2022 the board of directors authorized the Independent director Mrs. Lin to approve the auditing reports, daily auditing and administration such as salary and work. |
| In addition to regularly reporting audit business to the supervisor and communicating with independent directors, the audit supervisor also attends the meetings of directors to report. |
| The company's internal auditors participate in the internal audit-related professional training held by the organization recognized by the competent authority every year in order to improve the quality and ability of auditing. |
| Communication between independent directors and internal audit supervisor, CPA |
Audit supervisors and accountants may directly contact independent directors as needed, and communicate with independent directors at least once a quarter. |
Summary of communication between independent directors and CPA |
| Date |
Matter |
Result |
| Mar. 22,2023 |
1.2022 consolidated financial statements- review report、key audit matters、significant adjusting journal entries and unadjusted entries
2. Audit Quality Index |
Independent directors had no other opinions, and the financial statements were announced and reported to the competent authority as scheduled after being reported to the board of directors. |
| Nov. 8,2022 |
view report of the consolidated financial statements, significant accounting estimates, significant adjusting journal entries and unadjusted entries, and related party transactions for the third quarter of 2022 |
Independent directors had no other opinions, and the financial statements were announced and reported to the competent authority as scheduled after being reported to the board of directors. |
| Jul. 28,2022 |
Review report of the consolidated financial statements, significant accounting estimates, significant adjusting journal entries and unadjusted entries, and related party transactions for the second quarter of 2022 |
Independent directors had no other opinions, and the financial statements were announced and reported to the competent authority as scheduled after being reported to the board of directors. |
| May. 5,2022 |
Review report of the consolidated financial statements, significant accounting estimates, significant adjusting journal entries and unadjusted entries, and related party transactions for the first quarter of 2022 |
Independent directors had no other opinions, and the financial statements were announced and reported to the competent authority as scheduled after being reported to the board of directors. |
| Mar. 24,2022 |
Impacts of the new coronavirus , audit reports of the individual financial statements and the consolidated financial statements, key audit matters, materiality, significant adjusting journal entries and unadjusted entries, related party transactions, significant accounting estimates, fraud as well as incidents of non-compliance with laws and regulations, subsequent events, letter of representation and significant deficiencies in internal control for 2021, suggestions from the company governance unit on matters that should be coordinated in this auditing and future auditing |
Independent directors had no other opinions, and the financial statements were announced and reported to the competent authority as scheduled after being reported to the board of directors |
| Nov. 4,2021 |
Review report of the consolidated financial statements, significant accounting estimates, significant adjusting journal entries and unadjusted entries, and related party transactions for the third quarter of 2021
Auditing annual financial statement related communication plan and audit plan for 2021, role and responsibilities of the lead CPA, independence of the auditors
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Independent directors had no other opinions, and the financial statements were announced and reported to the competent authority as scheduled after being reported to the board of directors |
| Aug. 5,2021 |
Review report of the consolidated financial statements for the first quarter of 2021, significant accounting estimates, significant adjusting journal entries and unadjusted entries, and related party transactions |
Independent directors had no other opinions, and the financial statements were announced and reported to the competent authority as scheduled after being reported to the board of directors |
| Apr. 28,2021 |
Review report of the consolidated financial statements for the first quarter of 2021, significant accounting estimates, significant adjusting journal entries and unadjusted entries, and related party transactions |
Independent directors had no other opinions, and the financial statements were announced and reported to the competent authority as scheduled after being reported to the board of directors. |
| Mar.17, 2021 |
Impacts of the new coronavirus , audit reports of the individual financial statements and the consolidated financial statements for 2020, key audit matters, materiality, significant adjusting journal entries and unadjusted entries, related party transactions, significant accounting estimates, fraud as well as incidents of non-compliance with laws and regulations, subsequent events, letter of representation, significant deficiencies in internal control, suggestions from on matters that should be coordinated in this auditing and future auditing by |
Independent directors had no other opinions, and the financial statements were announced and reported to the competent authority as scheduled after being reported to the board of directors. |
| Nov.15, 2020 |
Review report, significant accounting estimates, significant adjusting journal entries and unadjusted entries, and related party transactions of the consolidated financial statements for the third quarter of 2020 |
Independent directors had no other opinions, and the financial statements were announced and reported to the competent authority as scheduled after being reported to the board of directors. |
| Aug. 6, 2020 |
Review report, significant accounting estimates, significant adjusting journal entries and unadjusted entries, and related party transactions of the consolidated financial statements for the second quarter of 2020 |
Independent directors had no other opinions, and the financial statements were announced and reported to the competent authority as scheduled after being reported to the board of directors. |
| May 6, 2020 |
Review report, significant accounting estimates, significant adjusting journal entries and unadjusted entries, and related party transactions of the consolidated financial statements for the first quarter of 2020 |
Independent directors had no other opinions, and the financial statements were announced and reported to the competent authority as scheduled after being reported to the board of directors. |
| Mar. 24, 2020 |
Review report, significant accounting estimates, significant adjusting journal entries and unadjusted entries, and related party transactions of the unconsolidated financial statements as well as the consolidated financial statements for 2019 |
Independent directors had no other opinions, and the financial statements were announced and reported to the competent authority as scheduled after being reported to the board of directors. |
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| Summary of communication between independent directors and internal audit supervisor |
| Date |
Matter |
Result |
| Mar. 13, 2024 |
A report on the execution of internal audit, the Internal Control System Statement of year 2023
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Independent directors had no other opinions, and the statement was filed to the competent authority as scheduled after being approved by the board of directors.
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| Nov. 9, 2023 |
A report on the execution of internal audit, and a report of 2024 annual audit plan
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Independent directors had no other opinions, and the statement was filed to the competent authority as scheduled after being approved by the board of directors.
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| Aug. 9, 2023 |
A report on the execution of internal audit |
Independent directors had no other opinions, and the reports were reported to the board of directors |
| May. 10, 2023 |
A report on the execution of internal audit |
Independent directors had no other opinions, and the reports were reported to the board of directors |
| Mar. 22, 2023 |
A report on the execution of internal audit, the Internal Control System Statement of year 2022 |
Independent directors had no other opinions, and the statement was filed to the competent authority as scheduled after being approved by the board of directors. |
| Jan. 12, 2023 |
A report on the execution of internal audit |
Independent directors had no other opinions, and the reports were reported to the board of directors |
| Nov. 8, 2022 |
A report on the execution of internal audit, and a report of 2023 annual audit plan |
Independent directors had no other opinions, and the statement was filed to the competent authority as scheduled after being approved by the board of directors. |
| July. 28, 2022 |
A report on the execution of internal audit |
Independent directors had no other opinions, and the reports were reported to the board of directors |
| Jun. 28, 2022 |
A report on the execution of internal audit |
Independent directors had no other opinions, and the reports were reported to the board of directors |
| May. 5, 2022 |
A report on the execution of internal audit |
Independent directors had no other opinions, and the reports were reported to the board of directors |
| Mar. 24, 2022 |
A report on the execution of internal audit, the Internal Control System Statement of year 2021 |
Independent directors had no other opinions, and the statement was filed to the competent authority as scheduled after being approved by the board of directors. |
| Jan. 19, 2022 |
A report on the execution of internal audit |
Independent directors had no other opinions, and the reports were reported to the board of directors |
| Nov. 22, 2021 |
A report on the execution of internal audit, and a report of 2022 annual audit plan |
Independent directors had no other opinions, and the statement was filed to the competent authority as scheduled after being approved by the board of directors. |
| Nov. 4, 2021 |
A report on the execution of internal audit, a follow-up report on improving self-compiled financial reporting ability |
Independent directors had no other opinions, and the reports were reported to the board of directors |
| Aug. 5, 2021 |
A report on the execution of internal audit, a follow-up report on improving self-compiled financial reporting ability |
Independent directors had no other opinions, and the reports were reported to the board of directors |
| Jun.30, 2021 |
A report on the execution of internal audit |
Independent directors had no other opinions, and the reports were reported to the board of directors |
| Apr. 28, 2021 |
A report on the execution of internal audit, a follow-up report on improving self-compiled financial reporting ability |
Independent directors had no other opinions, and the reports were reported to the board of directors |
| Mar.17, 2021 |
A report on the execution of internal audit, the Internal Control System Statement of year 2020 |
Independent directors had no other opinions, and the statement was filed to the competent authority as scheduled after being approved by the board of directors. |
| Jan. 19, 2021 |
A report on the execution of internal audit, a follow-up report on improving self-compiled financial reporting ability |
Independent directors had no other opinions, and the reports were reported to the board of directors |
| Nov.15, 2020 |
A report on the execution of internal audit, a follow-up report on improving self-compiled financial reporting ability, and a report of 2021 annual audit plan |
Independent directors had no other opinions, and the reports were filed to the competent authority as scheduled after being approved by the board of directors. |
| Aug. 6, 2020 |
A report on the execution of internal audit, a follow-up report on improving self-compiled financial reporting ability |
Independent directors had no other opinions, and the reports were reported to the board of directors. |
| Jun. 23, 2020 |
A report on the execution of internal audit |
Independent directors had no other opinions, and the reports were reported to the board of directors. |
| May 6, 2020 |
A report on the execution of internal audit |
Independent directors had no other opinions, and the reports were reported to the board of directors. |
| Mar. 24, 2020 |
A report on the execution of internal audit, the Internal Control System Statement of year 2019 |
Independent directors had no other opinions, and the reports were filed to the competent authority as scheduled after being approved by the board of directors. |
| Jan.15, 2020 |
A report on the execution of internal audit, self-assesment reports on self-compiled financial reporting ability and financial report preparing process management |
Independent directors had no other opinions, and the reports were reported to the board of directors. |
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