Information on the election of independent directors
The election of independent directors of the Company adopts the candidate nomination system stipulated in Article 192-1 of the Company Act, which is stipulated in the Articles of Incorporation. In the announcement of the shareholders' meeting held on May 28, 2025, it was stipulated that shareholders holding more than 1% of the total issued shares of the Company may submit a proposal for a regular shareholders' meeting and a list of independent director candidates to the Company in writing. A statement and other relevant supporting documents that are free from the circumstances stipulated in Article 30 of the Company Act shall be sent (mailed) by registered mail to the Company's Finance Department (address: No. 7, Jingke Road, Nantun District, Taichung City).
The current independent directors were nominated by the board of directors, discussed by the board of directors on April 9, 2025, and submitted relevant supporting documents to the company during the acceptance of nominations for independent director candidates. In addition, after the nomination acceptance period, the board of directors will review the list of independent director candidates, and after the board of directors assesses that they meet the requirements of independent directors and meet the requirements of Article 192-1 of the Company Act, they will be submitted to the shareholders' meeting for election.
At the shareholders' meeting on May 28, 2025, the list of independent directors elected by shareholders was: Cheng-Ho Chiang, Zhen-Yuan Chen, and Hui-Xiu Lee. The election results are as follows
|
Title |
Full name |
Number of Votes Elected With |
|
Independent director |
Cheng-Ho Chiang |
230,741,511 |
|
Independent director |
Zhen-Yuan Chen |
228,771,720 |
|
Independent director |
Hui-Xiu Lee |
229,922,702 |
Disclosure of independent director independence information
|
|
Professional qualification and experience |
Independence |
Other public companies in which serving as an independent director |
|
Independent director：Cheng-Ho Chiang |
● For the professional qualifications and experience of the directors, please refer to "II. (I) Information of the Directors" of this annual report ( P.5-8 ).
●There is none of the circumstances as stated in Article 30 of the Company Act to the directors of the Company. |
Being an independent director and complying with the independence circumstances stipulated in Article 14-2 of the Securities and Exchange Act and the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” (Note), including but are not limited to：
1. Information on the shareholding, 242,489 shares, and shareholding ratio (0.06%) of the natural-person shareholder, spouse, and relatives within the second degree of kinship (in the name of others), which is less than 1% and in compliance with the requirement of independence of independent directors;
2. There has been no remuneration received for providing business, legal, financial, accounting, and other related services to the company or its affiliated enterprises in the last 2 years.
|
0 |
|
Independent director：Zhen-Yuan Chen |
Being an independent director and complying with the independence circumstances stipulated in Article 14-2 of the Securities and Exchange Act and the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” (Note), including but are not limited to：
1. The independent director himself, spouse, and relatives within the second degree of kindship (in the name of others) do not hold shares of the company
2. There has been no remuneration received for providing business, legal, financial, accounting, and other related services to the company or its affiliated enterprises in the last 2 years.
|
0 |
|
Independent director：Hui-Xiu Lee |
0 |
Note：
- Not a government, corporate, or its representative as defined in Article 27 of the Company Act.
- Not serving as an independent director of more than three other public companies
- There is not any of the following circumstances occurred during the two years before being elected or during the term of office:
(1) An employee of the company or any of its affiliates;
(2) A director or supervisor of the company or any of its affiliates (However, it does not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.);
(3) A natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate of 1% or more of the total number of issued shares of the company or ranking the top-10 in shareholdings;
(4) A spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of a managerial officer in subparagraph 1 or any of the persons in subparagraphs (2) and (3);
(5) A director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total number of issued shares of the company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director of the company under Article 27, of the Company Act;
(6) A director, supervisor, or employee of a company that has a majority of its director seats or voting shares controlled by the same person as those of the company;
(7) A director (executive), supervisor (supervisor) or employee of another company or institution who is the same person or spouse of the company’s Chairman, President, or person with equivalent positions;
(8) A director (executive), supervisor (supervisor), managerial officer, or shareholder holding 5% or more of the shares of a specified company or institution that has a financial or business relationship with the company;
(9) A professional individual who, or an owner, partner, director (executive), supervisor (supervisor), or managerial officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the company or any affiliate of the company, or that provides commercial, legal, financial, accounting or related services to the company or any affiliate of the company for which the provider in the past 2 years has received cumulative compensation exceeding NT$500,000, or a spouse thereof; provided, this restriction does not apply to a member of the company’s remuneration committee;