1、Disclosure of information on professional qualifications of directors and supervisors and independence of independent directors

2、Diversity and independence of the Board of Directors:

• (1) Diversity of the Board of Directors:
  According to the Company’s Corporate Governance Best-Practice Principles, the composition of the board of directors shall be determined by taking diversity into consideration. The directors who hold the position as the Company’s managers shall be no more than one-third of all of the directors and an appropriate policy on diversity shall be formulated based on the Company’s business operations, operating dynamics, and development needs. It is advisable that the policy includes, without being limited to, the following two general standards:
  • A. Basic conditions and values: gender, age, nationality and culture, among which, the ratio of female directors should reach one-third of the board seats.
  • B. Professional knowledge and skills: Professional background (e.g. law, accounting, industry, finance, marketing or technology), professional skills, and industry experience.
  Each board member shall have the necessary knowledge, skill, and experience to perform their duties. To achieve the ideal objectives of corporate governance, the Board of Directors as a whole should possess the following competencies: A. Operational judgment, B. Accounting and financial analysis, C. Business management, D. Crisis management, E. Industry knowledge, F. International market perspective, G. Leadership, H. Decision-making abilities.
  The Company currently has eight board members, all of whom are Taiwanese nationals. The board composition includes four independent directors, zero female directors, and one employee director. Going forward, the Company plans to promote board diversity and gender equality, and intends to add at least one female director in the next board election. The core of director diversity is as follows:

   

  Position	Name	Gender	Age	Concurrent position as an employee	Management	Leadership and decision-making	Knowledge of the industry	Financing accounting	Legal
  Director	CHOU, WAN-SHUN	M	71-80	V	V	V	V
  Director	LEE, CHUNG-YI	M	61-70		V	V	V
  Director	LIN, WU-CHUN	M	81-90		V		V	V
  Director	YEH, CHWEI-JING	M	61-70		V	V
  Independent Director	LEE, JIH-CHIEN	M	61-70		V			V	V
  Independent Director	KUO, CHUNG-CHIEN	M	71-80		V			V	V
  Independent Director	CHANG, HSIEN-SUNG	M	61-70		V	V	V
  Independent Director	HUNG, SHUN-CHING	M	61-70		V			V

• (2) Independence of the Board:
    The election process of the Company’s directors is open and fair, in line with regulations stipulated in the Company’s “Articles of Incorporation,” “Rules for Director Elections,” “Corporate Governance Best-Practice Principles,” “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies,” and “Article 14-2 of the Securities and Exchange Act.” The composition of the current Board is four independent directors (50%) and four non-independent directors (50%). Among them, only Chairman CHOU, WAN-SHUN, and Director Lee, Chung-Yi have relationships with spouses or second-degree relatives, so there are more than half of the seats on the board held by individuals who do not have relationships with spouses or second-degree relatives.
    The Company’s Board of Directors guides company strategies, supervises the management, and is responsible for the Company and shareholders. The Board of Directors exercises its responsibilities in all operations and arrangements of the corporate governance system in accordance with the laws, Articles of Incorporation or resolutions of the shareholders’ meeting. The Company’s Board emphasizes its independent operations and transparency functions. Moreover, all directors and independent directors are independent individuals exercising their responsibilities independently. In conjunction with the responsibilities of the Audit Committee, the four independent directors review the control of the Company’s existing or potential risks as required by applicable laws and regulations. By doing so, the Audit Committee ensures the effective implementation of the supervision of the Company’s internal control, the appointment (dismissal) of CPAs and their independence, as well as the appropriate interpretation of financial statements. According to the Company’s “Rules for Director Elections,” the cumulative voting system and candidate nomination system have been adopted to elect directors and independent directors, with which shareholders are engaged. Shareholders holding a certain number of shares may propose a list of candidates and review the qualifications of these candidates and check whether they violate any of the matters listed in Article 30 of the Company Act. Related acceptance of proposals is carried out and announced according to the law to ensure the rights and interests of shareholders as a means to avoid monopoly or excessive nomination rights and maintain independence.
    The Company has established the “Regulations Governing the Performance Evaluation of the Board of Directors” and conducts an annual performance evaluation of the entire Board, individual directors, the Audit Committee, and the Compensation Committee. The results are submitted to the Board for review and improvement, and disclosed in the Company’s annual report.