Board of directors

Board Organization and Responsibilities

1. Responsibilities of the Board of Directors

The company's board of directors follows the company's articles of association, board of directors' rules of procedure, company law, securities exchange law and other relevant laws and regulations of competent authorities. The main responsibilities can be summarized as follows:
● Supervision of business performance: One of the important responsibilities of the board of directors is to supervise the company's compliance with laws, financial transparency, and timely disclosure of important information, etc., to ensure the transparency of the company's operations and protect the interests of shareholders.
● Guidance to the management team: The board of directors shall be held at least once a quarter, regularly listen to the reports of the management team and the progress of various strategies, and give suggestions to the management team when necessary.

The sixth term of the Board of Directors of our company runs from May 10, 2024, to May 9, 2027. The board consists of seven directors with extensive industry experience, including three independent directors, meeting the seat requirements stipulated for listed companies. To strengthen management functions, we have established the Audit Committee and the Compensation Committee under the Board of Directors. Both the Audit Committee and the Compensation Committee are composed entirely of independent directors (Jinhua Chen, Mengyi Lin, and Qianci Shen). The three independent directors each bring expertise spanning financial accounting, business management, legal affairs, and social research, possessing the knowledge, skills, and qualities necessary for fulfilling their duties. Our Chairman, Kailiang Jiang, and General Manager, Zhaopei Li, demonstrate strong management capabilities and extensive operational judgment experience, leading the company to maximize shareholder interests.

 

Director's Resume

2. Board Diversity Policy and Implementation

The company stipulates in the "Articles of Association" and "Director Election Measures" that the election of directors is based on the candidate nomination system for nomination and qualification examination, and the resolution of the board of directors is passed and submitted to the shareholders' meeting for election.
According to Article 3 of the "Director Election Method", it is clearly stipulated that the overall configuration of the board of directors should be considered in the election of the company's directors. Diversity should be considered in the composition of the board of directors, and an appropriate diversification policy should be drawn up based on its own operations, business model and development needs.
● The current directors of the company are composed of seven directors, including three independent directors. Each of the directors has rich knowledge in business management, leadership decision-making and related industries. Their academic experience includes finance, law, marketing and technology. Please see the table below for the age distribution.
● The Company's 2024 General Meeting of Shareholders was fully re-elected. Employee directors and female directors accounted for 14% each, achieving the expected management goals.
● The Company implements the diversification of the board of directors as follows:

3. Board attendance

Board term : From May 10, 2024, to May 9, 2027. As of the current fiscal year 2024, there have been 3 meetings ( A ). Attendance of directors and independent directors is as follows :

4. Communication between independent directors, internal audit managers, and accountants

● Communication methods between independent directors, internal audit supervisors and accountants
( 1 ) The company has formed an audit committee composed of all independent directors, and invites accountants to attend at least once a year to communicate and discuss with independent directors on the company's financial report review and other projects.
( 2 ) The head of internal audit regularly delivers the internal audit report to the independent directors for review, attends every audit committee meeting, and regularly reports to the independent directors on the implementation of the company's internal audit business.

● Summary of communication between independent directors and accountants in 2023 and 2024 so far

● Summary of communication between independent directors and internal audit supervisor in 2023 and 2024 so far

5. Board of Directors and Functional Committee Performance Evaluation

● The Board of Directors of our company passed the amendment to the 'Board of Directors Performance Evaluation Procedures' on October 20, 2021, stipulating that the Board of Directors and functional committees of the company should conduct internal performance evaluations at least once a year. The performance evaluation for the fiscal year 2023 is as follows :

● Compensation policy and performance link

The directors of the company may be paid remuneration when performing the company's business, and the amount shall be based on their participation in the company's operations and the value of their contribution. In addition, with reference to the "Board of Directors Performance Evaluation Methods", internal performance evaluations are conducted every year. Regarding the evaluation items within the methods, such as : After comprehensive consideration of the company's goals and tasks, awareness of responsibilities, participation in company operations, internal relationship management and communication, director's professional and continuing education, internal control, etc., the performance evaluation results will be used to determine the salary of individual directors. Based on the reference of remuneration, reasonable remuneration shall be given, and in accordance with the provisions of the company's articles of association, the board of directors shall be authorized to consider the industry standard payment; in addition, if the company makes a profit that year, an allocation of no more than 2% shall be made in accordance with Article 29 of the company's articles of association. Directors' remuneration (independent directors do not participate in director remuneration distribution), the actual provision ratio and amount will be determined by the salary and remuneration committee after considering the operating performance and making recommendations before being submitted to the board of directors for resolution; as for independent directors, the board of directors will decide to grant a fixed amount of business execution expenses, and Do not participate in the distribution of remuneration when the company makes profits.

 

6. Corporate governance professional (part-time) units or personnel

The company is now an emerging company and has not yet assigned corporate governance personnel and designated governance supervisors. Currently, the Finance and Management Department is responsible for corporate governance-related matters, including matters related to meetings of the Board of Directors, Audit Committee, Salary and Remuneration Committee and Shareholders' Meeting, making meeting minutes, assisting directors in their appointment and continuing education, handling company industrial and commercial change registration, and assisting directors. Follow laws, etc.

The execution status of corporate governance business in 2023 is as follows:
● Assist independent directors and general directors to perform their duties, provide necessary information and arrange further training for directors:
( 1 ) Timely notify board members of the latest revisions and developments of laws and regulations related to the company's business areas and corporate governance.
( 2 ) Review and provide company-related information required by directors, and maintain smooth communication between directors and business managers.
( 3 ) In accordance with the Corporate Governance Code of Practice, independent directors shall assist in arranging relevant meetings when meeting individually with the internal audit manager or certified accountant to understand the company's financial business needs.
( 4 ) Assist independent directors and general directors to formulate annual training plans and arrange courses based on the company's industrial characteristics and directors' academic and experience background.
● Assist the board of directors and shareholders' meetings with procedures and resolutions on legal compliance matters:
( 1 ) Confirm whether the company’s shareholders’ meeting and board of directors meeting are in compliance with relevant laws and corporate governance codes.
( 2 ) Assist and remind directors of the laws and regulations that should be followed when executing business or making formal board resolutions, and provide advice when the board of directors is about to make illegal resolutions.
( 3 ) Supervise the release of important information regarding important resolutions of the board of directors, ensure the legality and accuracy of important information content, and ensure the fairness of investor transaction information.
● Notify directors of the proposed board agenda seven days in advance, convene meetings and provide meeting materials, provide advance reminders if interests need to be avoided on topics, and complete board minutes within 20 days after the meeting.
● Register in advance the date of the shareholders' meeting in accordance with the law, prepare meeting notices, meeting manuals and minutes within the legal period, and handle changes in registration when amending the articles of association or re-electing directors.

 

7. Succession planning and operation of board members

● The company currently has a total of 7 directors (including 3 independent directors). Their selection is based on the candidate nomination system in accordance with the "Articles of Association" and is handled in accordance with the company's "Director Election Law", and the company's "Corporate The "Code of Governance Practice" stipulates the capabilities that board members should possess and formulates diversified policies for the company's own operations, operating models and development needs, including but not limited to basic conditions and values, professional knowledge and skills, etc.
● The company requires board members to take at least 6 hours of further courses every year, and the course planning covers finance, risk management, business, commerce, legal affairs, accounting, corporate social responsibility, internal control systems, finance related to corporate governance topics Reporting responsibilities and other courses, and so far in 2023, director members have accumulated 45 hours of training.
● The company has also clearly defined the "Board of Directors Performance Evaluation Method", which measures items through performance evaluation, including control of company goals and tasks, awareness of responsibilities, participation in operations, internal relationship management and communication, professional and continuing learning, and internal control. and specific expressions of opinions, etc., to confirm the effective operation of the board of directors and to evaluate the performance of directors as a reference for future selection of directors.

 

8. Specific circumstances to promote prohibition of insider trading

● The company conducts education and publicity on relevant laws and regulations such as the "Administrative Measures for the Prevention of Insider Trading" and "Internal Major Information Processing Procedures" for current directors and managers at least once a year. For new directors and managers, new directors and managers will be Relevant normative information will be provided for education and promotion.

● On August 23, 2023, our company arranged for two directors to attend the 'Internal Equity Awareness Seminar for Listed and OTC Companies'. The training covered topics such as short-term trading attribution rights, relevant laws on stock price manipulation, insider trading laws, changes in insider equity, and regulations on insider trading.

● Our company has arranged for two directors to attend the "Seminar on Stock Rights Advocacy for TPEx-Listed and Emerging Stock Companies" on September 6, 2024. The training course will cover topics such as the reporting system for substantial acquisition of equity and treasury stocks, relevant laws and regulations on changes in equity and important considerations, laws and case studies on short-swing trading, insider trading laws and case studies, and laws and case studies on stock price manipulation.

 

9. Visa accountant independence assessment

The company evaluates the independence and competency of the certified accountant once a year and proposes board resolutions, which meet the company's independence and competency standards and is sufficient to serve as the company's certified accountant. The independence and competency of the certified accountant The evaluation criteria are as follows:

On July 29, 2024, the Board of Directors discussed and evaluated the independence and suitability of the company's signing auditors for the fiscal year 2024. The audit signing work is proposed to be handled by Accountants Huang Yuting and Huang Ziping from Ernst & Young, taking into account Article 47 of the Accountants Act and Bulletin No. 10 of the Republic of China Certified Public Accountants Code of Ethics, 'Integrity, Fairness, Objectivity, and Independence'. Ernst & Young, represented by Accountants Huang Yuting and Huang Ziping, has been appointed to audit the financial statements for this fiscal year and has obtained the firm's Audit Quality Indicator ( AQI ). After evaluation, both accountants' independence and suitability are deemed satisfactory.

 

10. Directors’ liability insurance coverage

● Insurable objects: All directors
● The insurance status over the years is as follows: