Committees

  • Responsibilities and Job Highlights:

    • To establish or amend the internal control system and the evaluation of the effectiveness of the internal control system in accordance with Article 14.1 of the Securities and Exchange Act.
    • To establish or amend procedures for handling significant financial transactions involving the acquisition or disposal of assets, derivative transactions, lending of funds to others, or endorsement or guarantee for others in accordance with Article 36.1 of the Securities and Exchange Act.
    • Matters involving the directors' own interests.
    • Significant asset or derivative transactions.
    • Significant lending of funds, endorsements or guarantees.
    • Raising, issuance or private placement of securities of an equity nature.
    • Appointment, termination or compensation of CPAs.
    • Appointment or removal of financial, accounting or internal audit officers.
    • Annual financial statements and semi-annual financial statements
    • Other significant matters as stipulated by the Company or the competent authorities.

    Audit Committee Resolutions

    The Company had a full re-election at the extraordinary shareholders’ meeting on November 10, 2020, and set up an audit committee to replace supervisors’ authority and responsibility.。


    Audit Committee Motion content Resolution result The Company’s handling of the Audit Committee's opinion
    The 1st meeting of the first term on 2020.12.16
    • The Company's plan for a new investment in 25% equity interest of a green energy industry-related company, with an investment amount of NT$150 million.
    • The Company’s plan for a new investment in "Offshore Wind Power Operation and Maintenance Co., Ltd." (tentative name), with an investment amount of NT$60 million.
    • The Company’s lending of funds to its subsidiaries, Shinfox Natural Gas Co., Ltd, Foxwell Energy Co., Ltd., Foxwell Power Co., Ltd.
    • Renewal of credit facilities from banks and financial institutions.
    • Proposal for approval of the Company's 2021 annual audit plan.
    • Establishment of the "Procedures for Handling Material Inside Information" of the Company.
    • Establishment of the "Board of Directors' Performance Evaluation Measures" of the Company.
    		 All members present agreed to pass the motion. Submitted to the Board of Directors for resolution
    The 2nd meeting of the first term on 2021.1.29.
    • Renewal of credit facilities from banks and financial institutions.
    • The Company’s plan for a new investment in a company whose main business is related to dredging, waste treatment and cleanup, currently named Junezhe Co., Ltd. The investment amount is $134 million.
    • Approval of the Company's 2021 business plan
    		 All members present agreed to pass the motion. Submitted to the Board of Directors for resolution
    The 3rd meeting of the first term on 2021.03.16.
    • Business report and financial statements for 2020
    • Earnings distribution proposal of the Company for 2020
    • Establishment of the price, subscription base date, cessation of stock transfer period and related operations for the issuance of new shares for the 2021 cash capital increase of the Company.
    • Approval of the results of the self-assessment of the Company's financial statements preparation capabilities.
    • Internal control statement of the Company for 2020
    • Amendment to the Company's hierarchy of responsibilities (approval authority table)
    • Amendment to the Rules of Procedure of the Shareholders' Meeting of the Company.
    • Evaluation of the independence and competence and appointment of the Company's CPAs.
    • Application for stock listing.
    • Discussion of the Company's cash capital increase with the issuance of new shares as the source of public offering prior to the listing, and renunciation of all of the original shareholders to subscribe
    • New credit facility from Grand Bills Finance Corporation
    • The Company’s plan to invest in the third stage of offshore wind power block development.
    		 All members present agreed to pass the motion. Submitted to the Board of Directors for resolution
    The 4th meeting of the first term on 2021.05.20.
    • The Company's financial statements for the first quarter of 2021
    • Proposed to resolve the financial forecast of the Company for the second to fourth quarters of 2021
    • Overallotment agreement with the underwriter.
    • Proposal to issue the Company's internal control statement (for the period from April 1, 2020 to March 31, 2021)
    • Increase and renewal of credit facilities from banks and financial institutions.
    • Proposal to invest in "Changpin Wind Power Co., Ltd.” (TBD)
    • Endorsement and guarantee of NT$1.8 billion by the Company for its subsidiary, Foxwell Energy Corporation Ltd.
    • The overdue amount of the accounts receivable of the Company as of May 3, 2021 was not classified as a loan of funds.
    		 All members present agreed to pass the motion. Submitted to the Board of Directors for resolution
    The 5th meeting of the first term on 2021.08.09.
    • The Company's financial statements for the second quarter of 2021.
    • Proposal to increase the investment of NT$180 million in Chung Chia Power Co. Ltd.
    • Endorsement and guarantee of NT$2.9 billion by the Company for its subsidiary, Foxwell Energy Corporation Ltd.
    • Renewal of credit facilities from banks and financial institutions.
    		 All members present agreed to pass the motion. Submitted to the Board of Directors for resolution
    The 6th meeting of the first term on 2021.08.26.
    • Proposal to carry out a cash capital increase through an issue of new shares to be sold in the public offering prior to initial listing.
    • Amendment to the “Regulations Governing Cash Capital Increase for Employees Stock Options”.
    • The Company proposed to increase the capital of its subsidiary, Foxwell Energy Corporation Ltd. by NT$2,161,000,000.
    • Amendment to the Company's hierarchy of responsibilities (approval authority table)
    • The Company proposed to participate in the BOT project for the Tainan Refuse Incineration Plant.
    • Amendment to the Company's budget for the second half of the year 2021
    • Amendment to the Rules of Procedure for the Board of Directors Meetings.
    		 All members present agreed to pass the motion. Submitted to the Board of Directors for resolution
    The 7th meeting of the first term on 2021.08.26.
    • The Company's financial statements for the third quarter of 2021.
    • Approval of the Company's 2022 Business Plan
    • Proposal for approval of the Company's 2022 annual audit plan.
    • The Company proposed to conduct an issuance of new shares in a cash capital increase for its subsidiary “Foxwell Power Co., Ltd.”
    • Proposal to establish the Company's "Procedures for Halt and Resumption Applications"
    • Increase and renewal of credit facilities from banks and financial institutions.
    		 All members present agreed to pass the motion. Submitted to the Board of Directors for resolution
    The 8th meeting of the first term on 2021.12.27.
    • The loans of the Company's funds to its subsidiary, Foxwell Energy Corporation Ltd.
    • Amendment to the terms of the credit facility of the endorsement and guarantee by the Company for its subsidiary, Foxwell Energy Corporation Ltd.
    		 All members present agreed to pass the motion. Submitted to the Board of Directors for resolution
    The 9th meeting of the first term on 2022.03.07.
    • Business report and financial statements for 2021
    • Earnings distribution proposal of the Company for 2021
    • A subsidiary of the Company, Jiuwell Power Co., Ltd
    • Establishment of the price, subscription base date, cessation of stock transfer period and related operations for the issuance of new shares for the 2022 cash capital increase of the Company.
    • Evaluation of the independence and competence and appointment of the Company's CPAs.
    • Internal control statement of the Company for 2021
    • Amendment to certain articles of the Company's "Corporate Social Responsibility Best Practice Principles".
    • Establishment of the Company's "Rules Governing the Preparation and Filing of Sustainability Reports".
    • Amendments to certain articles of the Company's "Articles of Incorporation".
    • Amendment to certain articles of the Company's "Corporate Governance Best Practice Principles".
    • Amendments to certain articles of the "Procedures for the Acquisition or Disposal of Assets" of the Company.
    • Amendment to certain articles of the "Procedures for Endorsement or Guarantee of Others" of the Company.
    • Proposal of the credit facilities from banks and financial institutions.
    		 All members present agreed to pass the motion. Submitted to the Board of Directors for resolution
    The 10th meeting of the first term on 2022.05.04.
    • The Company's financial statements for the first quarter of 2022.
    • Resolved to increase and renew credit facilities from banks and financial institutions.
    • The Company increased cash capital and issued new shares to acquire subsidiary"Foxwell Energy Co., Ltd."
    • The Company acquired the right-of-use assets thereof from related party Cheng Uei Precision Industry Co., Ltd.
    • Planned to abandon the 2022 cash capital increase for the acquisition of Foxwell Power Co., Ltd.
    		 All members present agreed to pass the motion. Submitted to the Board of Directors for resolution
    The 11th meeting of the first term on 2022.05.23.
    • The Company planned to provide an endorsement guarantee for the 100%-owned subsidiary Foxwell Energy Co., Ltd.
    • Planned to cancel the fund loan to subsidiary Foxwell Energy Co., Ltd.
    		 All members present agreed to pass the motion. Submitted to the Board of Directors for resolution
    The 12th meeting of the first term on 2022.08.10.
    • The financial report for the second quarter of the fiscal year 2022 of Shinfox Energy Group is presented.
    • Decision on the distribution of earnings in the form of stock dividends and cash dividends, as well as the ex-dividend and payment dates.
    • Approve of the new and renewed credit lines with financial institutions.
    • The addition of the "Risk Management Policy."
    		 All members present agreed to pass the motion. Submitted to the Board of Directors for resolution
    The 13th meeting of the first term on 2022.11.10
    • Q3 financial statement for the fiscal year 2022.
    • Approval of the audit plan for the year 2023.
    • Participation in the cash capital increase of subsidiary: Fox Power Co., Ltd.
    • Payment for the remaining balance of a joint venture's ship procurement.
    • Establishment of investment in a maritime engineering joint venture company.
    • Revision of the management procedures for financial statement preparation.
    • Revision of the internal important information processing procedures.
    • Approval of increased credit lines and renewal with banking financial institutions.
    • Approval of fund loans to subsidiary: Foxwell Energy Co., Ltd.
    • Revision of the company's hierarchical responsibility system (decision-making authority table).
    		 All members present agreed to pass the motion. Submitted to the Board of Directors for resolution
    The 14th meeting of the first term on 2022.12.27
    • Intension to subscribe to the new shares issued by its subsidiary, Shinfox Natural Gas Co., Ltd., through a cash capital increase.
    • Decision on the distribution of earnings in the form of stock dividends and cash dividends, as well as the ex-dividend and payment dates.
    • Proposed to provide endorsement guarantee for Foxwell Energy Co., Ltd., a 100%-owned subsidiary.
    • Seeking to increase its credit line with its banking and financial institutions and renew the existing credit facilities.
    		 All members present agreed to pass the motion. Submitted to the Board of Directors for resolution
    The 15th meeting of the first term on 2023.2.24
    • Operational plan for the fiscal year 2023 of the company.
    • Business report and financial statements for the fiscal year 2022 of the company.
    • Profit distribution plan for the fiscal year 2022 of the company.
    • Evaluation and appointment of the independent and qualified auditor's independence and suitability.
    • Proposal for pre-approval of non-assurance services to be provided by the auditor, their firm, and related entities to the company and its subsidiaries.
    • Proposal for the company to provide an endorsement guarantee for its wholly-owned subsidiary, Foxwell Energy Co., Ltd.
    • Renewal of credit facilities with banking and financial institutions for the company.
    • "Internal Control System Statement" for the fiscal year 2022 of the company.
    • Revision of certain provisions of the company's "Sustainable Development Practices Guidelines."
    • Revision of certain provisions of the company's "Corporate Governance Practices Guidelines."
    • Revision of the company's "Board of Directors Meeting Rules."
    • Revision of the company's "Financial and Business Operations Guidelines for Related Companies."
    • Proposal for the company to issue the first overseas unsecured convertible corporate bonds.
    • Proposal for the company to subscribe to the cash capital increase and issuance of new shares by its subsidiary, Foxwell Energy Co., Ltd.
    		 All members present agreed to pass the motion. Submitted to the Board of Directors for resolution

  • Compensation Committee Information

    • The Compensation Committee assists the Board in discharging its responsibilities related to Shinfox Energy’s compensation and benefits policies, plans and programs, and in the evaluation and compensation of Shinfox Energy’s directors of the Board and executives.
    • The members of the Compensation Committee are appointed by the Board as required by R.O.C. law. According to Shinfox Energy’s Compensation Committee Charter, the Committee shall consist of no fewer than three independent directors of the Board. The Compensation Committee is comprised of all six independent directors. The Chairman of the Board and the Chief Executive Officer are invited by the Committee to attend all meetings and are excused from the Committee’s discussion of their own compensation.
    • Shinfox Energy’s Compensation Committee is authorized by its Charter to retain an independent consultant to assist in the evaluation of CEO, or executive officer compensation. The Compensation Committee Charter is available on Shinfox Energy’s corporate website.
    • The Committee meets at least once every quarter. Please consult Shinfox Energy’s Taiwan Annual Report for the relevant year for the number of meetings convened and each member’s attendance rate.

    The Committee members’ attendance status

    I. The Remuneration Committee of the Company was established on November 10, 2020, with 3 committee members.
    II. The term of the Committee is from November 10, 2020 to November 09, 2023; up to March 19, 2021, four meetings have been convened. The Committee members’ attendance status is as follows:

    Title Name Frequency of meetings Attendance in person Attendance without proxy or by proxy Attendance Rate in Person (%)
    Director Weng, Chong-xiong 4 4 0 100%
    Director Wang, Shu-fen 4 4 0 100%
    Director Liu, Wen-shuai 4 4 0 100%

    Responsibilities of the Remuneration Committee:

    The functions of the Remuneration Committee are to professionally and objectively evaluate the policies and systems for the remuneration of directors and managerial officers of the Company. The Committee shall meet at least twice a year and as often as necessary to submit recommendations to the board of directors for its reference in decision making.

    • Responsibility content of the Remuneration Committee

      （1） Regularly review the remuneration policies and make recommendations for revisions.
      （2） Develop and regularly review policies, systems, standards, and structures for evaluating the performance and remuneration of directors and executives.

    • When the Remuneration Committee performs its functions and duties, its shall adhere to the following standards:

      （1） Remuneration management should be in line with Shinfox Energy Group remuneration philosophy.
      （2） The evaluation of performance and remuneration of directors and managers should be based on industry norms and take into account the reasonableness of individual performance, company operating performance, and future risks.
      （3） Directors and managers should not be encouraged to engage in activities that exceed the company's risk tolerance in pursuit of remuneration.
      （4） The proportion of short-term performance-based bonuses and the timing of variable remuneration payments for directors and managers should taking into account of industry characteristics and the nature of the business.
      （5） Members of this committee shall not participate in discussion or vote regarding their personal remuneration decision.

      Resolutions of the Compensation Committee

      The following is the information regarding the recent meetings, reviews, and evaluations of the remuneration committee regarding the remuneration and policies over the past year:


      Remuneration Committee Content of each proposal. Resolution of each proposal The board of directors' decision to the resolution of the remuneration committee
      The 1st meeting of the first term on 2020.11.18 Establishment of the Remuneration for Directors and Managers and the Regulations Governing the Performance of Directors and Managers of the Company. All members present agreed to pass the motion. Passed with the unanimous consent of all attending board directors.
      The 2nd meeting of the first term on 2020.12.16 Payment of the Company's 2020 year-end bonus to managerial officers. Except for Director Hui-sen Hu and Treasurer Mei-zhi Tsai, who were recused from the discussion and voting in accordance with the regulations, the resolution was adopted without objection. Passed with the unanimous consent of all attending board directors.
      The 3rd meeting of the first term on 2021.01.29 Change of Chief Executive Officer Except for Director Hui-sen Hu and Treasurer Mei-zhi Tsai, who were recused from the discussion and voting in accordance with the regulations, the resolution was adopted without objection. Passed with the unanimous consent of all attending board directors.
      The 4th meeting of the first term on 2021.03.16 1. Distribution of employee compensation and remuneration to directors for 2020.
      2. The Company's 2021 cash capital increase for managerial officers’ stock options.       		All members in attendance have adopted the resolution Passed with the unanimous consent of all attending board directors.
      The 5th meeting of the first term on 2021.08.26 The Company's 2021 cash capital increase for managerial officers' stock options prior to the initial listing of the Company. All members in attendance have adopted the resolution Passed with the unanimous consent of all attending board directors.
      The 6th meeting of the first term on 2021.09.28 1. Proposal to the determination of the managerial officers' bonuses.
      2. Proposal to appoint Mr. Ming-Hong Wu as the Vice President of the Company.       		All members in attendance have adopted the resolution Passed with the unanimous consent of all attending board directors.
      The 7th meeting of the first term on 2022.03.07 1. Proposal for the allocation of employee and director remuneration for the year 2021.
      2. Proposal for the employee stock option plan for the first cash capital increase of the year 2022.
      3. Proposal for manager salary adjustment for the year 2022.       		All members in attendance have adopted the resolution Passed with the unanimous consent of all attending board directors.
      The 8th meeting of the first term on 2022.08.10 Proposal for the bonus amount for managers. All members in attendance have adopted the resolution Passed with the unanimous consent of all attending board directors.
      The 9th meeting of the first term on 2022.11.09 Proposal for organizational personnel changes. All members in attendance have adopted the resolution Passed with the unanimous consent of all attending board directors.
      The 10th meeting of the first term on 2023.02.24 The company's 2022 year employee remuneration and director remuneration distribution plan All members in attendance have adopted the resolution Passed with the unanimous consent of all attending board directors.

  • The Sustainable Development Committee was established in November 2021 and is composed of five directors (including three independent directors). The Committee plans and implements sustainable development matters in accordance with the three aspects: the environment, society and corporate governance in order to achieve the Company's vision of "protecting the earth, sustainable development, green energy and carbon reduction, and clean energy". The Committee regularly reports the implementation status to the Board of Directors every year.

    Power of the Committee：

    • Set corporate social responsibility, sustainable development direction (environmental, social and governance) and objectives, and establish related management guidelines and concrete promotion plans.
    • Follow-up, review and amendment of the implementation status and effectiveness of corporate sustainable development.
    • Other matters resolved by the Board of Directors and handled by the Committee.

    The relevant expertise of the committee members is listed below：

    Name of the Committee Members Independent Director Expertise
    Liu, Wen-shuai (Chairperson) v Business management and experience in the industry
    Weng, Chong-xiung v Professional knowledge
    Wang, Shu-fen v Financial accounting
    Ou, Jia-Ruey Professional knowledge
    Hu, Hui-sen Business management and experience in the industry

    The term of the Committee is from May 24, 2023 to May 24, 2026; up to 2023, one meetings have been convened. The Committee members’ attendance status is as follows：

    Name of the Committee Members Number of meetings required to attend Attendance in person
    Liu, Wen-shuai 1 1
    Weng, Chong-xiung 1 1
    Wang, Shu-fen 1 1
    Ou, Jia-Ruey 1 1
    Hu, Hui-sen 1 1
  • Tittle Name Audit Committee Compensation Committee Sustainable Development Committee Professional qualifications and experience
    Independent Director Weng, Chong-xiong v v v Mr. Weng Chong-Xiong holds a Doctor of Commerce Degree from National Taiwan University and has been a professor in the university’s Department of Asset Management for over 2 decades. He is currently an adjunct professor at the Department of Information Management, National Taiwan University. Mr. Weng has also served as a director of eCloudvalley Digital Technology Co., Ltd. and an independent director of Study123 Technology Co., Ltd.
    Independent Director Shu-fen Wang v v v Ms. Wang Shu-Fen holds a Master of Accounting Degree from National Taiwan University. She has over 20 years of working experience as a partner accountant at Yongsheng Certified Public Accountants Firm. She is a part-time lecturer for the Department of Accounting Information, National Taipei University of Business.
    Independent Director Liu, Wen-shuai v v v Mr. Liu Wen-Shuai holds a Doctor of Commerce Degree from National Taiwan University. In the industry, he was the co-founder of Moxa Networking Co., Ltd. and the general manager of Ai Lei Technology Co., Ltd. Mr Liu is currently the chairperson of Yuanxiang Investment Consulting Co., Ltd., chairperson of CircuPlus Ltd., and director of Rubasse Co. Ltd.
    Director Ou, Jia-Ruey v Mr. Ou, Jia-Ruey holds a Doctorate in Transportation Engineering from the National Chiao Tung University. He has previously held positions as the Chairman of Taiwan Petroleum Corporation, Director-General of the Energy Bureau under the Ministry of Economic Affairs, Chief Secretary of the Ministry of Economic Affairs, Deputy Director-General of the Industrial Development Bureau of the Ministry of Economic Affairs, President of Dayeh University (mentioned twice), CEO of Chung Hsing Engineering Consultants, and Chairman of the Taiwan Wind Energy Association. He currently serves as an Independent Director at Changhua Technology Corporation.
    Director Hui-sen Hu v Mr. Hu Hui-Sen holds a Master's Degree in Information Management from National Taiwan University. He served as the general manager and director of Shinfox Energy Co., Ltd.; chairperson of Foxwell Energy Corporation Ltd.; managing supervisor of Taiwan Electrical and Electronic Manufacturers' Association; chairperson of Energy Management Service Committee; managing director of Tsinghua University Taiwan Alumni Headquarters; director of Friends of the Police Association of the Republic of China; and managing director of Sino-Indonesia Cultural and Economic Association. He also served as an independent director of EBM Technologies Incorporated and Gudeng Precision Industry Co., Ltd.

    Internal performance review report of the audit, remuneration and other functional committees

    On December 16, 2020, the Company’s board of directors passed the “Board of Directors Performance Evaluation Method,” which stipulated that the board of directors shall conduct a performance evaluation of the board of directors, director members, compensation committee, audit committee, and other functional committees at least once a year. The internal evaluation shall be conducted at the end of each year, and the performance evaluation for the current year shall be implemented according to this method.

    The results of the internal performance review for 2020 functional committees are as follows：

      (一) Evaluation aspects: the participation in the operation of the company, the improvement of the quality of functional committees' decision making, the quality of functional committees' decision making, the composition and election of functional committees, and internal control.
      (二) Evaluation period: From 01/01/2021 to 12/31/2021.
      (三) Evaluation method: The Finance Department is responsible for implementing the evaluation. The evaluation is conducted by internal self-assessment questionnaire in February each year, and the evaluation results are submitted to the Board of Directors in accordance with the aforesaid aspects, and if there are any suggestions, improvement measures will be proposed to the Board.
      (四) Evaluation results: The performance evaluation of the Audit Committee, Remuneration Committee and other functional committees was carried out in 2022, and the overall evaluation result was "good", which was submitted to the Board of Directors for review on March 7, 2022.