Board of Directors and Functional Committees

Board of Directors Membership​ and Resume

Position

Name, Education & Experience, Major Current Positions

  • Chairman

    FANG,MING-CHING

    Education & Experience

    • Mechanical Engineering of Cheng-Shiu Junior College
    • Chairman of Kunhexing Building Materials Co., Ltd.

    Major Current Positions

    • Chairman and General Manager of PANJIT International Inc.
  • Juristic-Person Director

    KINGMAO INVESTMENT CO.,LTD. Representative: FANG,MING-TSUNG

    Education & Experience

    • Civil Engineering of Cheng-Shiu Junior College
    • Chairman of MILDEX OPTICAL INC.

    Major Current Positions

    • Chairman of MILDEX OPTICAL INC.
  • Juristic-Person Director

    KINGMAO INVESTMENT CO.,LTD.Representative: JAN,WEN-SHIUNG

    Education & Experience

    • Master of International Business, National Taiwan University
    • Vice President of Investment Research Department of Paradigm Asset Management Co., Ltd.
    • Vice Chairman of GIANTPLUS TECHNOLOGY CO., LTD.

    Major Current Positions

    • Chairman and General Manager of iCatch Technology, Inc
  • Board of Director

    CHUNG,YUN-HUI

    Education & Experience

    • Electronic Engineering of China Junior College of Technology
    • Factory Manager of Rectron Limited

    Major Current Positions

    • Director of PANJIT INTERNATIONAL INC.
  • Independent Director

    CHEN,YI-CHENG

    Education & Experience

    • Master of Finance ,National Sun Yat-sen University
    • Vice General Manager of FENG SHEHG ENTERPRISE COMPANY
    • Vice General Manager and Spokesperson of Asia Vital Components Co.,Ltd.

    Major Current Positions

    • Director and Vice President of Asia Vital Components Co.,Ltd.
  • Independent Director

    FAN,LIANG-FU

    Education & Experience

    • MS, Ch.E. Dept., N University of Oklahoma
    • Chief Operating Officer of Hermes Epitek Corp.
    • Chief Operating Officer of Lam Research Corporation
    • Factory Manager of Texas Instruments Incorporated.
    • Vice General Manager of Hermes Microvision, Inc.
    • Vice General Manager of Hermes Epitek Corp.

    Major Current Positions

    • Vice General Manager of Hermes Epitek Corp.
  • Independent Director

    CHEN,SHI-ZHEN

    Education & Experience

    • Institute of Law of Soochow University
    • Lawyer of LEE AND LE ATTORNEYS-AT-LAW
    • Lawyer of THRONE ATTORNEYS-AT-LAW

    Major Current Positions

    • Independent Director of HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD
    • Lawyer of THRONE ATTORNEYS-AT-LAW
NOTE
The term of above Board of Director were from 12 June, 2020 to 11 June, 2023.

Board of Director's Assessment of Performance​

The company has established a “Regulations Governing the Board and Functional Committees Performance Evaluation”, which performs at least one internal board performance evaluation every year, and uses the evaluation results as a reference basis for selecting or nominating directors. The result of 2020 is as below.

Evaluation Type

Evaluation Method / Grading criteria / Evaluation results

  • Overall board performance assessment

    Evaluation Method

    The assigned group according to the actual operation to assess the assessment.

    Grading criteria

    • Participation in the operations of the Company;
    • Improvement of the quality of the board of directors' decision making;
    • Composition and structure of the board of directors;
    • Election and continuing education of the directors;
    • Internal control

    Evaluation Results

    • The score was 97.56 points. The results showed that the overall operation of the board of directors was still perfect and in line with the spirit of corporate governance.
    • The above performance evaluation results were reported to the board of directors on March 26, 2021.
  • Individual Board Members Performance

    Evaluation Method

    Self-assessment by Board members

    Grading criteria

    • Familiarity with the goals and missions of the company;
    • Awareness of the duties of a director;
    • Participation in the operations of the Company
    • Management of internal relationship and communication;
    • The director's professionalism and continuing education;
    • Internal control

    Evaluation Results

    • The overall average score was 97.79 points, and the results showed that the directors have positive commend on the efficiency and effect of the performance indicators.
    • The above performance evaluation results were reported to the board of directors on March 26, 2021.

Directors Implement Board Diversity Policy

In order to implement corporate governance, enhance the functions of the board of directors, and improve the structure of the board of directors, the company has formulated a “Board Diversity Policy” in accordance with Article 20 of the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” for compliance.

The specific management objectives and implementation of the diversity policy of the board of directors of the Company and the implementation of the diversity policy are as follows:

(1)The specific management objectives and achievement of the board of directors diversity policy:

Management Objectives

Achievement situation

Description

Directors who are employees of the company should not exceed one third of the number of directors

Accomplish

Only two of the seven members of the company's current board of directors are employees of the company (28.6%), which does not exceed one third of the number of directors.

Recruiting talents with different professional backgrounds, skills and industry experience

Accomplish

1. The professional abilities of the members of the previous board of directors of the company mostly focused on financial and accounting background (a total of three, accounting for 42.9%). In order to improve the composition of the board of directors, it is proposed to add a board member with a legal background as the management objective. The director re-election was reached on June 12, 2020.
The new independent director Chen Shizhen is a practicing lawyer. For information on his academic experience, please refer to the「Board of Directors Membership​ and Resume」.
2. The seven members of the company's current board of directors are composed of professionals with professional backgrounds, skills and industrial experience in mechanical engineering, electronic engineering, civil engineering, international corporate management, financial management, chemical engineering, and law.

Average age distribution

Accomplish

Among the seven members of the company's current board of directors, 1 director is under the age of 50 (accounting for 14.2%), and 2 directors are between the ages of 50 to 60 (accounting for 28.6%), from 61 to 70 years old. A total of 2 persons (28.6%) of age and 2 persons (28.6%) of persons over 71 years old. There is no case where the age distribution of directors is concentrated.

Independent directors should not serve more than three consecutive terms

Accomplish

None of the three independent directors of the current board of directors of the company have served for more than three consecutive terms.

(2)The implementation of the Company's board of directors diversity policy is as follows:

Dimension I:Basic Component

Title

Name

Nationality

Gender

Part-time employees of the company

The situation of Independent director 's seniority

Age distribution of directors

Less than 3 years

3-9 years

Over 9 years

Under 50 years

50-60 years

61-70 years

Over the age of 71

Chairman

FANG,MING-CHING

R.O.C.

Male

V

NA

V

Director

CHUNG YUN HUI

R.O.C

Male

NA

V

Director

KINGMAO INVESTMENT CO.,LTD.
Representative:
FANG,MING-TSUNG

R.O.C.

Male

V

NA

V

Director

KINGMAO INVESTMENT CO.,LTD.
Representative: JAN,WEN-SHIUNG

R.O.C.

Male

NA

V

Independent Director

CHEN,YI-CHENG

R.O.C.

Male

V

V

Independent Director

FAN,LIANG-FU

R.O.C.

Male

V

V

Independent Director

CHEN,SHI-ZHEN

R.O.C.

Male

V

V

Dimension II: Background and Experience

Title

Name

Professional
Background

Professional Skills

Industry Experience

Business decision and management

Financial Analysis and Decision

Legal practice

Manufacturing

Asset Management

Lawyer Service

Chairman

FANG,MING-CHING

V

V

V

Director

CHUNG YUN HUI

V

V

V

Director

KINGMAO INVESTMENT CO.,LTD.
Representative:
FANG,MING-TSUNG

V

V

V

Director

KINGMAO INVESTMENT CO.,LTD.
Representative:
JAN,WEN-SHIUNG

V

V

V

Independent Director

CHEN,YI-CHENG

V

V

V

Independent Director

FAN,LIANG-FU

V

V

V

Independent Director

CHEN,SHI-ZHEN

V

V

V

Dimension III: Capabilities

Title

Name

Diversified core projects

Operational Judgment

Accounting and Financial Analysis Capabilities

Management Ability

Crisis Management

Industry Knowledge

International Market View

Leadership

Decision-making Capacity

Chairman

FANG,MING-CHING

V

V

V

V

V

V

V

Director

CHUNG YUN HUI

V

V

V

V

V

V

V

Director

KINGMAO INVESTMENT CO.,LTD.
Representative:
FANG,MING-TSUNG

V

V

V

V

V

V

V

Director

KINGMAO INVESTMENT CO.,LTD.
Representative:
JAN,WEN-SHIUNG

V

V

V

V

V

V

V

V

Independent Director

CHEN,YI-CHENG

V

V

V

V

V

V

V

V

Independent Director

FAN,LIANG-FU

V

V

V

V

V

V

V

Independent Director

CHEN,SHI-ZHEN

V

V

V

V

V

V

V

Note: ✽ Refer to Partial ability.

Directors and Managers' liability insurance

1. In order to strengthen the company's risk management and protect shareholders' rights and interests, the Company has insured liability insurance for directors and managers.
2. The Company purchased liability insurance for directors and managers in 2021 years as follows:

  • Insured
    Objects

    All directors
    and managers

  • Insurance
    Company

    Tokio Marine New
    Insurance Co., Ltd

  • Insured
    Amount

    US$3,000,000

  • Insurance
    Period

    2021.03.08 ~ 2022.03.08

  • Report
    Date

    March 26, 2021

Major Resolutions of Board Meetings

  • 2021.11.10

    Approved 2022 audit plan.

    Approved of the capital expenditure budget.

    Approved of the application for General credit lines, foreign credit lines, and derivatives transactions lines.

    Approved of the Managers' performance bonus for 3rd Quarter 2021.

  • 2021.10.12

    Approved to sign of the technology transfer Agreement of panel-level package process.

  • 2021.08.11

    Approved to issue new common shares for cash to sponsor GDR offering.

    Approved to invest in the Mainland China by increasing the capital of PAN-JIT ASIA INTERNATIONAL INC.

    Approved of the application for General credit lines, foreign credit lines, and derivatives transactions lines.

    Approved to amend the issuance of restricted stock awards (RSA) of 2021.

    Approved of the Managers' performance bonus for 2nd Quarter 2021.

    Approved of the Managers' 2020 compensation.

    Approved of the distribution of the directors' compensation for 2020.

  • 2021.06.23

    Approved to change the date of 2021 Annual Shareholders' Meeting.

  • 2021.05.11

    Approved of the application for General credit lines , foreign credit lines ,and derivatives transactions lines.

    Approved of the Negative pledge.

    Approved of the Managers' performance bonus for 1st Quarter 2021.

  • 2021.03.26

    Approved of the distribution of the directors' 2020 compensation .

    Approved of the distribution of the directors' and employees' 2020 compensation .

    Approved the 2020 Business Report and Financial Statements.

    Approved the Proposal for distribution of 2020 profits.

    Approved of the Certified Public Accountants and assess the accountants's independence, appointment and remuneration .

    Approved to issue 2020 Assessment of the effectiveness and Statement of Internal Control System.

    Approved the acquisition of PAN-JIT ASIA INTERNATIONAL INC. common shares.

    Approved of the Syndicated-loan.

    Approved to issue new common shares for cash to sponsor GDR offering.

    Approved the proposed issuance of restricted stock awards (RSA).

    Approved to amend "Rules of Procedure for Shareholders Meetings".

    Approved of the company's asset transaction.

    Approved to ‎convene 2021 regular shareholders' meeting.

  • 2021.01.22

    Approved of the tender offer for the common shares of Alltop Technology Co., Ltd.

    Approved of the application for Performance Letter of Guarantee of Financial Institutions.

    Approved of the application for general credit lines , foreign credit lines ,and derivatives transactions lines.

    Approved to abandon the application for general credit lines , foreign credit lines ,and derivatives transactions lines that approved by the board during 2020.

    Approved 2021 Business Plan.

    Approved to enlarge and amend regulations.

    Approved of the Managers' performance bonus for 4th Quarter 2020.

    Approved of the Managers' 2020 year-end bonus .

    Approved to increase managers' salaries.

    Approved of the Managers' remuneration and performance during 2020.

    Approved of the Directors' remuneration and performance during 2020.

Audit Committee Membership​ and Resume

Position

Name / Education & Experience / Major Current Positions

  • Chairman

    CHEN,YI-CHENG

    Education & Experience

    • Master of Finance ,National Sun Yat-sen Iniversity
    • Vice President of FENG SHEHG ENTERPRISE COMPANY
    • Vice General Manager and Spokesperson of Asia Vital Components Co.,Ltd.

    Major Current Positions

    • Director and Vice General Manager of Asia Vital Components Co.,Ltd.
  • Members

    FAN,LIANG-FU

    Education & Experience

    • MS, Ch.E. Dept., N University of Oklahoma
    • Chief Operating Officer of Hermes Epitek Corp.
    • Chief Operating Officer of Lam Research Corporation
    • Factory Manager of Texas Instruments Incorporated.
    • Vice General Manager of Hermes Microvision, Inc.
    • Vice General Manager of Hermes Epitek Corp.

    Major Current Positions

    • Vice General Manager of Hermes Epitek Corp.
  • Members

    CHEN,SHI-ZHEN

    Education & Experience

    • Institute of Law of Soochow University
    • Lawyer of LEE AND LE ATTORNEYS-AT-LAW
    • Lawyer of THRONE ATTORNEYS-AT-LAW

    Major Current Positions

    • Independent Director of HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD
    • Lawyer of THRONE ATTORNEYS-AT-LAW
NOTE
The term of the Audit Committee is from 12 June, 2020 to 11 June, 2023.
Operation of the Audit Committee

The audit committee of the company is composed of all independent directors and holds at least one meeting every quarter. Its main operations are as follows:

1. The operation of the company's audit committee focuses on the supervision of the following matters:
(1) Appropriate expression of the company's financial statements.
(2) The selection (dismissal), remuneration, independence and performance of certified accountants.
(3) Effective implementation of internal control.
(4) Relevant laws and regulations should be followed.
(5) The management and control of the company's existing or potential risks.
2. The main powers of the audit committee of the company are listed as follows:
(1) Establish or amend the internal control system in accordance with Article 14 of the Securities and Exchange Act.
(2) Evaluation of the effectiveness of the internal control system.
(3) In accordance with the provisions of Article 36 of the Securities and Exchange Act, stipulate or amend the processing procedures for the acquisition or disposal of assets, derivative commodity transactions, capital loans to others, endorsements or guarantees for others.
(4) Matters involving the director's own interests.
(5) Significant asset or derivative commodity transactions.
(6) Significant fund loans, endorsements or guarantees.
(7) Raising, issuing or private placement of equity securities.
(8) Appointment, dismissal or remuneration of certified public accountants.
(9) Appointment and removal of financial, accounting or internal audit supervisors.
(10) The annual financial report signed or stamped by the chairman of the board, the manager and the accounting supervisor, and the second quarter financial report subject to verification by accountants.
(11) Other important matters specified by the company or the competent authority.

Audit Committee Performance Assessment

The company has established a “Regulations Governing the Board and Functional Committees Performance Evaluation”, which performs at least once internal Functional Committee performance evaluation every year, and uses the evaluation results as a reference basis for selecting or nominating independent directors. The 2020 annual performance evaluation is as follows:

Evaluation Type

Evaluation Method / Grading criteria / Evaluation results

  • Audit Committee performance assessment

    Evaluation Method

    Evaluated by the Audit Committee according to the actual operation of the Functional Committee.

    Evaluation Criteria

    • Participation in the operation of the company
    • Awareness of the duties of the functional committee
    • Improvement of quality of decisions made by the functional committee.
    • Makeup of the functional committee and election of its members.
    • Internal control

    Evaluation Result

    • The assessment results show that the overall operation of the Audit Committee of the company is still perfect, in line with the spirit of corporate governance.
    • The above performance evaluation results were reported to the board of directors on March 26, 2021.

The Communication between Independent Directors, Internal auditor supervisor and CPAs

I. The communication channel between the independent directors, internal auditor supervisor and independent auditors.
A. The internal audit supervisor regularly report to the independent directors during the audit committee meeting, and disussion the audit result and follow-up status.

B. The company's CPA present company's financial report and audit result to independent directors during the audit committee meeting annual, and provide professional advice and recommendations for the company's major decisions in the audit committee and the board of directors nonscheduled.

II. Summary of the communication between independent director and internal audit supervisor.
The communication between independent director and internal auditor supervisor are going well for auditing and implementation.
The summary for previous communication is as follows:

Meeting and Date

Communication
Matters

Communication
Method

Result

  • 2020.01.17
    Audit Committee

    Amend 「Procedures for Ethical Management and Guidelines for Conduct」

    Participate in the report and discuss related issues.

    1.It has been fully communicated and reviewed by the Audit Committee.
    2.The independent directors didn't make any recommendation.

  • 2020.03.23
    Audit Committee

    1.The internal audit report for the forth quarter of 2019.
    2.Approved the appraisal of the effectiveness of the internal control system and the 「Declaration of Internal Control System」 proposal in 2019.
    3.Revise the Company's various regulations.

    Participate in the report and discuss related issues.

    1.It has been fully communicated and reported or reviewed by the Audit Committee.
    2.The Independent directors didn't make recommendation.

  • 2020.05.13
    Audit Committee

    The internal audit report for the 1st quarter of 2020.

    Participate in the report and discuss related issues.

    1.It has been fully communicated and reported to the Audit Committee.
    2.The Independent directors didn't make recommendation.

  • 2020.08.12
    Audit Committee

    1.The internal audit report for the 2nd quarter of 2020.
    2.Revise the Company's various regulations, 「Internal Control System」and 「Audit Implementation Rules」.

    Participate in the report and discuss related issues.

    1.It has been fully communicated and reported or reviewed by the Audit Committee.
    2.The Independent directors didn't make recommendation.

  • 2020.11.11
    Audit Committee

    1.The internal audit report for the 3rd quarter of 2020.
    2.Annual audit plan of 2021.

    Participate in the report and discuss related issues.

    1.It has been fully communicated and reported or reviewed by the Audit Committee.
    2.The Independent directors didn't make recommendation.

III.The summary for previous communication between independent directors and CPA.
The communication mechanism between the independent directors and the independent auditors works well.
The summary for previous communications are as follows:

Meeting and Date

Communication
Matters

Communication
Method

Communication
Result

  • 2020.03.22
    Audit Committee

    The 2019 Business Report and Financial Statements.

    Attended and report on the conclusions of the company's 2019 individual and consolidated financial reports.

    1.Have been fully communicated and reviewed by the Audit Committee and approved by the Board of Directors.
    2.The Independent directors didn't make any recommendation.

Compensation Committee Membership​ and Resume

Position

Name / Education & Experience / Major Current Positions

  • Chairman

    CHEN,YI-CHENG

    Education & Experience

    • Master of Finance ,National Sun Yat-sen Iniversity
    • Vice President of FENG SHEHG ENTERPRISE COMPANY
    • Vice President and Spokesperson of Asia Vital Components Co.,Ltd.

    Major Current Positions

    • Director and Vice General Manager of Asia Vital Components Co.,Ltd.
  • Members

    FAN,LIANG-FU

    Education & Experience

    • MS, Ch.E. Dept., N University of Oklahoma
    • Chief Operating Officer of Hermes Epitek Corp.
    • Chief Operating Officer of Lam Research Corporation
    • Factory Manager of Texas Instruments Incorporated.
    • Vice General Manager of Hermes Microvision, Inc.
    • Vice General Manager of Hermes Epitek Corp.

    Major Current Positions

    • Vice General Manager of Hermes Epitek Corp.
  • Members

    CHEN,SHI-ZHEN

    Education & Experience

    • Institute of Law of Soochow University
    • Lawyer of LEE AND LE ATTORNEYS-AT-LAW
    • Lawyer of THRONE ATTORNEYS-AT-LAW

    Major Current Positions

    • Independent Director of HOLD-KEY ELECTRIC WIRE & CABLE CO., LTD
    • Lawyer of THRONE ATTORNEYS-AT-LAW
NOTE
The term of the Compensation Committee is from 12 June, 2020 to 11 June, 2023.
The Operation of Remuneration Committee
The remuneration committee of the company is composed of all independent directors and holds at least two meetings a year. Its main operations are as follows:
1. Regularly review the "Salary and Compensation Committee Organization Rules" and propose amendments.
2. To formulate and regularly review the company's directors and managers' annual and long-term performance targets and remuneration policies, systems, standards and structures.
3. Regularly evaluate the achievement of the performance goals of the directors and managers of the company, and determine the content and amount of their individual remuneration.
The reasons for discussion and resolution of the company's 2020 salary and compensation committee, and the company's handling of members' opinions:
I.Date: 2020.01.17
Proposal content: (1)The Managers' 2019 year-end bonus . (2)The Managers' remuneration and performance during 2019. (3) The Directors' remuneration and performance during 2019.
Result:After 2020.1.17 Remuneration Committee, all the members present passed the proposal without objection.
The company's handling of the opinions of the remuneration committee: all the directors present were passed without objection.
2.Date: 2020.03.23
Proposal content: (1)The distribution of the directors' 2019 compensation .
Result:After 2020.3.23 Remuneration Committee, all the members present passed the proposal without objection.
The company's handling of the opinions of the remuneration committee: all the directors present were passed without objection.
3.Date: 2020.05.13
Proposal content: (1)The distribution of the directors' compensation for 2019.
Result:After 2020.5.13 Remuneration Committee, all the members present passed the proposal without objection.
The company's handling of the opinions of the remuneration committee: all the directors present were passed without objection.
4.Date: 2020.08.12
Proposal content: (1)The Managers' performance bonus for 2nd Quarter 2020. (2)To increase managers' salaries. (3) The Managers' 2019 compensation.
Result:After 2020.8.12 Remuneration Committee, all the members present passed the proposal without objection.
The company's handling of the opinions of the remuneration committee: all the directors present were passed without objection.
5.Date: 2020.11.11
Proposal content: (1)The Corporate Governance Officer and the officer's remuneration. (2)The distribution of the employees' (managers) compensation that Compensation Committee presented for 2019. (3)The Managers' performance bonus for 3rd Quarter 2020.
Result:After 2020.11.11 Remuneration Committee, all the members present passed the proposal without objection.
The company's handling of the opinions of the remuneration committee: all the directors present were passed without objection.

Compensation Committee Performance Evaluation

The company has established a “Regulations Governing the Board and Functional Committees Performance Evaluation”, which performs at least once internal Functional Committee performance evaluation every year, and uses the evaluation results as a reference basis for selecting or nominating Compensation committee members. The 2020 annual performance evaluation is as follows:

Evaluation Type

Evaluation Method / Criteria / Evaluation Result

  • Overall Compensation Committee Performance Evaluation

    Evaluation Method

    Evaluated by the Compensation Committee according to the actual operation of the Functional Committee.

    Evaluation Criteria

    • Participation in the operation of the company
    • Awareness of the duties of the functional committee
    • Improvement of quality of decisions made by the functional committee.
    • Makeup of the functional committee and election of its members.
    • Internal control

    Evaluation Result

    • The assessment results show that the overall operation of the Compensation Committee of the company is still perfect, in line with the spirit of corporate governance.
    • The above performance evaluation results were reported to the board of directors on March 26, 2021.