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Corporate Governance
INVESTORS

Profiles of Board Members

Position Name Education Professional Experience
Chairperson Lin Kuo-Tai Army Logistics School Director, Chaoyin Information Co., Ltd.
Director, Astro Development Consulting Co., Ltd.
Director Chen Yi-Ling EMBA in Business Administration, Chaoyang University of Technology Chairperson, Taichung Association of Financial Executives
Senior Assistant Vice President, KGI Life Insurance Co., Ltd.
Director Hsieh Yu-Shun Department of Accounting and Statistics, National Taipei College of Business General Manager, Peng Ze Enterprise Co., Ltd.
Independent Director Chen Chih-Cheng Department of Accounting, Feng Chia University
Graduate Institute of Business Administration, National Chung Hsing University 		Manager, Underwriting Department, Hua Nan Securities
Chairperson, Huili Jardine Capital Co., Ltd.
Independent Director Kuo Ku-Chang Department of Electronic and Computer Engineering, National Taiwan University of Science and Technology Chairperson, Chain City Technology Co., Ltd.
Chairperson, Chain Plus Technology Co., Ltd.
Independent Director Lin Chun-Mao Graduate Institute of Finance, National Chung Hsing University
Ph.D. in Finance, College of Finance, Feng Chia University 		Chairperson, Nature Trading Platform Co., Ltd.
Independent Director, Dacheng Real Estate Co., Ltd.
Independent Director, Toplus Global Co., Ltd.
Vice President, High Net Worth Division, UBS
Vice President, Citibank
Independent Director Chen Kuo-Kun Department of Civil Engineering, Chung Hua Institute of Technology Principal and Consultant, Cheng Yi Xin Chuang Co., Ltd.
Principal, Cheng Yi Business Management Consulting Co., Ltd.
Note: Director Lin Kuo-Tai assumed the position of Chairperson of the Company on April 14, 2025.

(I) Operations of the Board of Directors

1. The Board of Directors held eight meetings during the most recent fiscal year (2025). Directors' attendance was as follows:

Position Name Actual Attendance Attendance by Proxy Actual Attendance Rate (%) Remarks
(Reelected on June 18, 2020)
Chairperson Representative of Henglu Capital Co., Ltd.: Lin Kuo-Tai 7 0 88% Reelected
Corporate Director Representative of Henglu Capital Co., Ltd.: Chen Yi-Ling 6 0 75% Reelected
Corporate Director Representative of Henglu Capital Co., Ltd.: Hsieh Yu-Shun 8 0 100% Reelected
Independent Director Chen Chih-Cheng 8 0 100% Reelected
Independent Director Kuo Ku-Chang 8 0 100% Reelected
Independent Director Lin Chun-Mao 8 0 100% Reelected
Independent Director Chen Kuo-Kun 4 0 100% Newly Appointed
Other Matters to Be Disclosed:
1. If any of the following circumstances occurred in the operations of the Board of Directors, the date and session of the Board meeting, the content of the proposal, the opinions of all independent directors, and the Company's handling of such opinions shall be disclosed:
(1) Matters specified in Article 14-3 of the Securities and Exchange Act: The Company has established an Audit Committee; therefore, this provision is not applicable.
(2) Other Board resolutions opposed by or subject to reservations from independent directors, with records or written statements, excluding the matters described above: None.
2. Implementation of directors' recusal from proposals involving conflicts of interest: On February 2, 2021, the Board discussed the compensation proposals for managers and directors established by the Compensation Committee. As the proposal involved the interests of all directors in attendance, each director recused themselves before discussion and voting. On January 30, 2024, the Board discussed the year-end bonuses and salary adjustments for managers approved by the Compensation Committee. As the proposal involved the former Chairperson, who concurrently served as Chief Land Development Officer, the former Chairperson left the meeting before discussion and voting and returned after the resolution was adopted. All relevant directors left the meeting before discussion and voting and returned after the resolution was adopted. After consultation with the remaining directors who were not required to recuse themselves, the directors' compensation proposals were approved without objection.
3. For information regarding the evaluation cycle, evaluation period, evaluation scope, evaluation method, and evaluation criteria of the Board's self-evaluation, please refer to the table below.
4. Objectives and implementation evaluations for strengthening the functions of the Board during the current and most recent fiscal years, including the establishment of an Audit Committee and improvement of information transparency:
(1) The Company has established an Audit Committee, Compensation Committee, and Risk Management Committee. All independent directors serve as members of the Audit Committee, Compensation Committee, and Risk Management Committee.
(2) On December 20, 2024, the Compensation Committee held a meeting to discuss the annual performance evaluations of all directors.
(3) The Company establishes and updates its Rules of Procedure for Board of Directors Meetings in accordance with applicable laws and regulations to facilitate Board operations and improve Board efficiency.
(4) The Company discloses Company information on the Market Observation Post System and the Company's website in accordance with applicable requirements.
(5) On March 10, 2025, the Board reported the results of its 2024 performance self-evaluation. Based on the evaluation results, the Company's Board of Directors was considered to be operating effectively. In January 2022, the Board completed its 2021 performance self-evaluation. Based on the evaluation results, the Company's Board of Directors was considered to be operating effectively.


2. Implementation of Board Evaluations

Evaluation Cycle Evaluation Period Evaluation Scope Evaluation Method Evaluation Criteria
Once Annually 2024/1/1–2024/12/31 Board performance evaluation, individual director performance evaluation, and functional committee performance evaluation Board self-evaluation and individual director self-evaluation 1. Board performance evaluation: Participation in Company operations, improvement of Board decision-making quality, Board composition and structure, appointment and continuing education of directors, and internal control. The evaluation comprised 45 items, each with a maximum score of 5. The average score for the 45 items was 4.16, indicating that the Board was operating effectively.
2. Individual director performance evaluation: Understanding of the Company's objectives and responsibilities, awareness of directors' duties, participation in Company operations, internal relationship management and communication, directors' professional expertise and continuing education, and the internal control system. The evaluation comprised 23 items, each with a maximum score of 5. The average score per director was 4.70, indicating that the Board was operating effectively.
3. Functional committee performance evaluation: Participation in Company operations, awareness of functional committee responsibilities, improvement of functional committee decision-making quality, composition and appointment of functional committee members, and internal control. The Audit Committee evaluation comprised 22 items, and the Compensation Committee evaluation comprised 19 items. Each item had a maximum score of 5, and the average score was 4.97, indicating that the functional committees were operating effectively.
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