Board Operations

The Company has 5 to 9 directors, adopting a nomination system for candidates, which will be selected by the shareholders’ meeting for the list of candidates for a three-year term and the same person may be re-elected upon expiry of the term, however, according to Article 14-2 of the Securities and Exchange Act. The above number of board of directors shall include at least 3 independent directors and no less than one-fifth of the numbers of board of directors.

Member of Board of Directors：

Title	Name	Date appointed Date	Term	Education/work experience	Other positions at the Company or elsewhere
Chairman	Eric Chen	2025.05.28	3 Year	Bachelor of Science in Electrophysics, National Chiao Tung University, Taiwan Engineer, Texas Instruments Inc.	Chairperson and Chief Sustainability Officer, Promate Electronic Co., Ltd.
Director	Cheer Du	2025.05.28	3 Year	Department to Economics, National Taiwan University	Department to Economics, National Taiwan University General Manager, Promate Electronic Co., Ltd. Chairperson, Promate Solutions Co., Ltd.
Director	Yi-Lin Sung	2025.05.28	3 Year	Department of Electronic, Chien Hsin Junior College of Technology	Person in charge of Promate Electronic (Shanghai) Co., Ltd. Person in charge of Promate Electronic (Shenzhen) Co., Ltd.
Director	Chuang Fong investment Co., Ltd.	2025.05.28	3 Year	New Jersey Institute of Technology, Environmental Engineering Major	Researcher of Merck USA.
	Representative: Ming-Jhen Jhu
Director	Wan-Sin Hu	2025.05.28	3 Year	Master of Economics, University of Auckland Bachelor of Commerce with Honours (Double Major in Finance and Economics), University of Auckland	Special Assistant to the Chairman and ESG Promotion Officer, Weikeng Industrial Co., Ltd. Relationship Manager, Product Manager, and Analyst, DBS Bank
Independent Director	Min-Jhin Jian	2025.05.28	3 Year	Master of Electrical Engineering, University of California	Chairman and General Manager, FIC Global, Inc. Chairperson, Ubiqconn Technology, Inc. Vice Chairperson, 3CEMS Group
Independent Director	Mei-Chi Chen	2025.05.28	3 Year	EMBA, National Taiwan University Department of Money and Banking, National Chengchi University	Chairman and Chief Strategy Officer, Chenbro Micom Co., Ltd. Director, Chen-Source Inc. Chairman as the legal representative, Chen-Feng Precision Co., Ltd
Independent Director	Su-Tian Chen	2025.05.28	3 Year	Master’s degree in Public Finance, National Chengchi University	Chairman, Medtecs International Corporation Vice President, Medtecs Group Chairman, Taiwan Life Insurance Co., Ltd. Vice President, Taiwan Financial Holding Co., Ltd.
Independent Director	Huei-Ming Chen	2025.05.28	3 Year	EMBA, National Taiwan University	Independent Director, World Fitness Services Ltd. Director, United Integrated Services Co., Ltd. Principal, Hui Feng Fu Management Consulting Co., Ltd. Certified Public Accountant, Deloitte & Touche

Diversity of Board Members

 

Pursuant to the Company’s “Corporate Governance Principles,” the composition of the Board of Directors should take into consideration the policy of diversity. Directors who serve concurrently as the Company’s managers should not exceed one third of all Directors and appropriate diversification guidelines have been established based on Company operations, its business model, and development requirements. These guidelines stipulate that Directors should be assessed by standards including but not limited to the following two aspects:

A. basic qualifications and value: gender and age;
B. Professional knowledge and skills: professional background, competencies, and industry experiences etc as follows：

• • Operational Assessment
  • Accounting and Financial Analysis
  • Business Management
  • Crisis Management
  • Industry knowledge.
  • International Market Perspective
  • Leadership
  • Decision-making
  • Sustainable Management

Independent Directors’ Communication with Internal Auditor and Certified Public Accountant (CPA)

I. Communication methods：

1. The head of internal auditor and independent directors meet at least once a quarterly regular meeting to report on the company’s internal audit execution status, internal control operations and the execution of Audit Committee Letter; meetings can be convened at any time if there are major events.

2. Independent directors and accountants meet at least twice a year regular meeting. Accountants report on the results of quarterly financial statement reviews or verifications and other communication requirements required by relevant laws and regulations. Communications will be made on whether there are any significant adjustment entries or legal amendments affecting the accounting situation and they also regularly update laws and ordinances to independent directors every year. Independent directors also conduct independent assessments of the services provided by accountants. If there are major events, a meeting can be convened at any time.

II. The communication situation is as the attached:

1. Supervisor of internal auditor attended the Audit Committee and Board Meeting

Date	Focus on	Results
2024.03.13	2024Q1 Presentation of audit report. The company conducted an assessment of the effectiveness of its internal control system for the year 2023 and issued an “Internal Control Statement” report.	No major lack of internal control and abnormal events.
2024.05.08	2024Q2 Presentation of audit report.	No major lack of internal control and abnormal events.
2024.08.08	2024Q3 Presentation of audit report.	No major lack of internal control and abnormal events.
2024.11.11	2024Q4 Presentation of audit report.	No major lack of internal control and abnormal events.
2024.12.19	Discussion on the Company’s internal audit plan for 2025 .	No major lack of internal control and abnormal events.

 

2. Communication meeting between CPA and Audit Committee( Independent Directors)

Date	Focus on	Results
2024.03.13	Major findings from the CPA’s audit of the Company’s 2023 consolidated financial reports(including journal entry adjustment and material weaknesses in internal control), the subsequent audit report was submitted to the meeting for discussion.	All of above matters were reviewed and approved by the Audit Committee whereupon independent directors raised no objection.
2024.05.08	Communication regarding the approved 2024 Q1 consolidated financial statements with the CPA.	All of above matters were reviewed and approved by the Audit Committee whereupon independent directors raised no objection.
2024.11.11	Communication regarding the approved 2024 Q3 consolidated financial statements with the CPA.	All of above matters were reviewed and approved by the Audit Committee whereupon independent directors raised no objection.
2024.12.19	Accountant’s explanation and communication on 2024Year Individual and Consolidated Financial Statements in terms of pre-audit planing, key audit events and operating performance analysis	All of above matters were reviewed and approved by the Audit Committee whereupon independent directors raised no objection.