Information concerning the Board of Directors

• (1) A total of nine (A) meetings were held in the last year; below are directors’ attendance records:
  (2024.1.1 –2024.12.31)

   

  Position	Name	Actual attendance (B)	Attendance by proxy	Attendance Rate (%)[B/A]	Remarks
  Chairman	CHOU, WAN-SHUN	9	0	100%	Reelected (2023.5.30)
  Vice Chairman	Vice Chairman	9	0	100%	Reelected (2023.5.30)
  Director	LIN, WU-CHUN	9	0	100%	Reelected (2023.5.30)
  Director	YEH, CHWEI-JING	6	0	67%	Reelected (2023.5.30)
  Independent Director	LEE, JIH-CHIEN	9	0	100%	Reelected (2023.5.30)
  Independent Director	KUO, CHUNG-CHIEN	8	1	89%	Reelected (2023.5.30)
  Independent Director	CHANG, HSIEN-SUNG	8	1	89%	Reelected (2023.5.30)
  Independent Director	HUNG, SHUN-CHING	9	0	100%	Newly elected (2023.5.30)

  Other matters required to be recorded:

  • I. For board of directors meetings that meet any of the following circumstances, specify the date, session, the content of the proposal, independent directors’ opinions and the Company’s response to such opinions:
    • (I) Conditions described in Article 14-3 of the Securities and Exchange Act: The Company has established the Audit Committee. Therefore, Article 14-3 of the Securities and Exchange Act shall not apply. For related information, please refer to the Operation of Audit Committee in the annual report.
    • (II) Except for said matters, independent directors had any dissenting or reserved opinions regarding other resolutions approved by the board of directors, for which there is a record or declaration in writing: None.
  • II. Regarding recusals of directors from voting due to conflicts of interests, the names of directors, details of the relevant agendas, reasons for recusals, and the results of voting:

    Date of meetings	Term	Motions	Name of Director	Reasons of the recusal for conflict of interest	Participation on voting
    2024/01/26	4th time	Distribution of the 2023 year-end bonus	CHOU, WAN-SHUN	President of the Company concurrently	The director recused himself for conflict of interest pursuant to laws and from the discussion and voting.
    2024/03/05	5Th time	1. Treasury shares transferred to employees 2. Distribution of the 2023 year-end bonus for supervisors	CHOU, WAN-SHUN	President of the Company concurrently	The director recused himself for conflict of interest pursuant to laws and from the discussion and voting.
    2024/04/09	6th time	Distribution of 2023 remuneration to directors and employees	CHOU, WAN-SHUN	President of the Company concurrently	The director recused himself for conflict of interest pursuant to laws and from the discussion and voting.
    2024/05/30	8th time	List of professional managers who have subscribed for shares in connection with the capital increase in cash	CHOU, WAN-SHUN	President of the Company concurrently	The director recused himself for conflict of interest pursuant to laws and from the discussion and voting.
    2025/01/21	13rd time	Distribution of the 2024 year-end bonus	CHOU, WAN-SHUN	President of the Company concurrently	The director recused himself for conflict of interest pursuant to laws and from the discussion and voting.
    2025/03/04	14th time	Distribution of the 2024 year-end bonus for supervisors	CHOU, WAN-SHUN	President of the Company concurrently	The director recused himself for conflict of interest pursuant to laws and from the discussion and voting.

  • III.The information on the frequency, period, scope, method and content of TWSE/TPEx listed company’s Board of Director self-evaluation (or peer assessment) shall be disclosed. State the status of the Company’s Board evaluation in Table 2(2): Please refer to the explanation in 2. Execution status of the board evaluation.
  • IV.Targets for strengthening of the functions of the Board during the current and the most recent years
    • (I)The Company has established an Audit Committee since July 1, 2017.
    • (II)The Company’s Board of Directors shall meet at least once per quarter and is responsible for the fair presentation of the Company’s financial statements, the independence and performance of external auditors, the effective implementation of the Company’s internal control system, the Company’s compliance with relevant laws and regulations, and the control over the Company’s existing or potential risks. The Board of Directors’ operation is considered successful.
    • (III)In order to enhance new operational knowledge and knowledge about laws, the Company arranges lectures and related securities laws and regulations training for its directors and officers from time to time. To enhance information transparency, the Company’s internal auditors submit audit reports to independent directors on a regular basis. Independent directors communicate with the financial officer and internal auditors from time to time to understand the Company’s overview of operations.

  Implementation evaluation: Attendance status of independent directors in the current year and the most recent year: V (attended in person)

  2024	1/26	3/5	4/9	5/7	5/30	7/10	8/6	9/10	11/5
  LEE, JIH-CHIEN	V	V	V (Video)	V	V	V (Video)	V (Video)	V	V
  KUO, CHUNG-CHIEN	V	V	V	V	V	V	V		V
  CHANG, HSIEN-SUNG		V	V	V	V	V	V	V	V
  HUNG, SHUN-CHING	V	V	V	V	V	V	V	V	V

  2025	1/21	3/4
  LEE, JIH-CHIEN	V	V
  KUO, CHUNG-CHIEN	V	V
  CHANG, HSIEN-SUNG	V	V
  HUNG, SHUN-CHING	V	V

• (2) The implementation status of the performance evaluation of the board of directors

  Evaluation cycles	Evaluation periods	Evaluation scope	Evaluation method	Evaluation content
  Enforced once a year	January 1, 2024 to December 31, 2024	1. Self-evaluation of the performance of the Board of Directors 2. Self-evaluation by individual directors 3. Self-evaluation on performance evaluation of functional committee members (Audit Committee, Remuneration Committee)	Questionnaires were sent to directors and functional committee members to complete	1. Self-evaluation of the performance of the Board of Directors: (1) Participation in the operation of the Company; (2) Improving the quality of the board’s decision-making; (3) Composition and structure of the Board of Directors; (4) The director’s professionalism and continuing education. (5) Internal control. 2. Self-evaluation by individual directors: (1) Alignment of the goals and mission of the company; (2) Awareness of the duties of a director; (3) Participation in the operation of the company; (4) Management of internal relationship and communication; (5) The director’s professionalism and continuing education; and (6) Internal control. 3. Self-evaluation on performance evaluation of functional committee members (Audit Committee, Remuneration Committee): (1) Participation in the operation of the company. (2) Awareness of the duties of the functional committee; (3) Improving the quality of decision- making by functional committees; (4) Composition of functional committees and election of members; (5) Internal control.