| I. Basis | ||
| Basis | In accordance with Article 192-1 and Article 216-1 of the Company Act and resolution of the Board of Directors’ meeting of the Company on March 24, 2023. | |
| Shareholders’ Meeting Convention Date | General Shareholders’ Meeting June 20, 2023 | |
|
II. Operation Process |
||
| 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 | 1 independent director. 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 | From April 14, 2023 to April 24, 2023 | |
| 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 | |
| Review date of board of directors or other personnel having the meeting convention right | Meeting expected to be convened on May 9, 2023 Remarks: | |
| 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 | Any shareholder who intends to nominate must deliver and specify the contact person and contact information before 17:00 on April 24, 2012, in order to facilitate the board of directors' review and reply to the review results. The sender is required to provide proof of delivery within the acceptance period. Please note the words' Director Candidate Nomination Letter 'on the cover of the envelope and send it by registered mail | |
| Required document submission for shareholders of nomination | 1. The nominated independent director candidate has served as an independent director of the company for three consecutive terms, and the reason for nomination must be attached 2. Original proof of shareholder's account name, account number (or ID number, unified number), and amount of shares held by the company | |
|
Required document submission for nominees |
Independent Director | Specific certification documents for compliance |
| (1) Proof of Professional Qualification of Independent Directors |
Proof documents or original declaration documents that comply with Article 2 of the "Regulations on the Establishment and Compliance of Independent Directors of Public Companies". |
|
| (2) Documents Establishing the Independence of Independent Directors |
Proof document or original declaration in accordance with Article 3 of the "Regulations on the Establishment and Compliance of Independent Directors of Public Companies" |
|
|
(3) Proof of compliance with part-time job restrictions for independent directors |
Proof document or original declaration in accordance with Article 4 of the "Regulations on the Establishment and Compliance of Independent Directors of Public Companies" | |
| (4) Other relevant supporting documents (for example, those who nominate full-time teachers in public colleges and universities should submit school approval documents) | (1) Photocopy of identification documents.(2) Nominatees who are full-time teachers of public colleges and universities should submit school approval documents. | |
| 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) The nominating shareholder did not specify the nominee, educational background, and experience, or the nominating independent director did not submit the relevant supporting documents listed in the aforementioned "required documents" (5) Where the nominee fails to comply with the statutory qualification |
|
| IV. Others | none | |