| I. Basis | ||
| Basis | In accordance with Article 192-1 of the Company Act and resolution of the Board of Directors’ meeting of the Company on March 4, 2015. | |
| Shareholders’ Meeting Convention Date | May 19, 2015 | |
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II. Operation Process |
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| Shareholders’ Qualification for Submitting Nomination | Shareholders holding 1 percent or more of the total number of issued shares may submit to the Company an independent candidate roster in writing. | |
| Number of independent directors to be elected | 2 independent directors. When the number of candidates nominated by the shareholders exceeds the number of independent directors to be elected or the independent director candidate nominated fails to comply with the statutory qualification, such nominated candidates will not be listed in the candidate roster. | |
| Period for nomination acceptance | March 13, 2015 to March 23, 2015 | |
| Nomination acceptance location (address and acceptance unit) | No. 160, Sec. 1, Pingdong Rd., Pingzhen Dist., Taoyuan City Recipient: Yung-Tsang Chen, Spokesman | |
| Nomination committee meeting convention date | The Company has not established the nomination committee | |
| Board meeting review date | Meeting expected to be convened on March 25, 2015 | |
| New submission documents and acceptance time | If the Company makes further announcement on the new submission of documents during the acceptance period, the shareholders of nomination will be informed to submit further documents within 7 days after the notice. | |
| Description of other relevant operation procedure | The Company will announce the roster of nominees within two days after the deadline of the acceptance period, and the review result, candidate roster and reason for nominees not listed in the candidate roster will be announced within two days after the board review. For the review result and reason for nominees not listed in the candidate roster, further letters will be issued to inform the shareholders of nomination. | |
| Required document submission for shareholders of nomination | Shareholder account name, account number (National ID No.) | |
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Required document submission for nominees |
Independent Director | Certificate documents and specific requirements (please provide detailed description, such as: original copy, duplicate copy or photocopy of diploma) |
| (1) Educational background |
Photocopy of diploma of highest education |
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| (2) Working experience |
Photocopies of resume and employment certificates |
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(3)Post-election Independent director undertaking |
Original copy of post-election independent director undertaking | |
| (4) Declaration for compliance without conditions prescribed in Article 30 of the Company Act | Original copy of the declaration for compliance without conditions prescribed in Article 30 of the Company Act | |
| (5)Relevant certificate documents for independent director professional qualification, shareholding and concurrent job restriction, and independence | Original copy of declaration for compliance with “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” and shareholding information | |
| (6)Other relevant certificate documents | Photocopy of national identification certificate | |
| III. Review Standard | According to the Company Act, Securities and Exchange Act and Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, the Board of Directors or other authorized conveners of shareholders’ meetings shall examine and/or screen the data and information of each director/supervisor/independent director candidate nominated; and shall, unless under any of the following circumstances, include all qualified candidates in the final roster of director/supervisor/independent director candidates accordingly: (1) Where the roster of director candidates is submitted by the nominating shareholder beyond the deadline fixed for accepting such candidates roster (2) Where the number of shares of the company being held by the nominating shareholder is less than 1% of the total number of outstanding shares of the company at the time when the share transfer registration is suspended by the company (3) Where the number of director candidates nominated exceeds the quota of the directors to be elected (4) Where relevant certificate documents listed in the “Required document submission” are not submitted (5) Where the nominee fails to comply with the statutory qualification |
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| IV. Others | 1. For shareholders intending to submit nomination, please mail (deliver) document before March 23, 2015 17:00, and shall also indicate the contact person and contact method, in order to facilitate the review and reply of review result of the Board of Directors. When mailing method is adopted, please indicate “Shareholders’ Meeting Nomination Letter” on the cover page of the letter, and mail the letter via registered mail. | |