Operation of the Board of Directors

Operating under a transparent and sound board structure, the nomination and selection of board members comply with legal and regulatory requirements. As of May 26, 2026, the Company elected eight directors (including four independent directors), representing 50% of the board. Each director possesses management expertise required in business, finance, or R&D, and all have an international market perspective and leadership and decision-making capabilities. The backgrounds of future board members will continue the current structure. The Company has ample connections and can find suitable candidates externally to take over in a timely manner. Furthermore, independent directors are legally required to have work experience in business, R&D, accounting, or corporate operations; therefore, future succession will be planned with professionals in these fields. Newly appointed directors are required to complete 12 hours of professional development annually, while reappointed directors are required to complete at least 6 hours annually.

Five board meetings were held in 2025, with a 100% attendance rate.

To maintain the fairness of securities trading, our company has established the "Internal Material Information Disclosure and Insider Trading Prevention Management Procedures" in accordance with the relevant regulations of the competent authorities, and disclosed internal regulations prohibiting insider trading. These include (but are not limited to) directors being prohibited from trading their shares during the closed period of 30 days prior to the announcement of the annual financial report and 15 days prior to the announcement of each quarterly financial report. On November 11, 2022, the Board of Directors also approved an extension to the lock-up period for trading by directors, employees, and insiders, and in accordance with the regulations, directors will be notified of the trading lock-up period and the prohibition on insider trading 30 days or 15 days before the announcement of the financial report on January 21, April 21, July 21, and October 20, 2025.

In accordance with Article 20 of the Corporate Governance Practices Code (Capabilities of the Board of Directors as a Whole), the composition of the board of directors should emphasize gender equality and generally possess the knowledge, skills, and qualities necessary to perform their duties. To achieve the ideal goals of corporate governance, the future objective is to have at least one female member and at least one member with an accounting or legal background.

The board of directors as a whole possesses the following capabilities:

• Board Diversity: The Company's policy of professional diversity among its board members is clearly stated in the "Corporate Governance Code." During the selection process, the Board consults with outstanding individuals from various sectors, assessing diversity based on factors such as basic composition, professional qualifications, and industry experience. Nominees are then nominated and elected by the shareholders' meeting, strengthening the Board's functions and achieving corporate governance goals.
• Currently, the board's diverse composition in terms of gender, age, nationality, education, and experience includes one woman, one U.S. citizen, and the rest are Republic of China (Taiwan) citizens. Their average age is between 60 and 70 years old, and their professional fields include accounting, electrical engineering, semiconductors, optoelectronics, and information technology. In terms of capabilities, they possess management skills, industry knowledge, international market expertise, operational judgment, and financial analysis abilities. The diversity goal was to have at least one woman and one director with an accounting background, which has been achieved.
• Gender Diversity among Board Members: In response to the international trend of gender equality and to increase the proportion of any one gender on the board to one-third, the Company will combine its philosophy with relevant measures to achieve the goal of gender diversity among board members.
• Company Philosophy: Our company values ​​diversity on its board of directors, believing that a diverse composition in terms of gender, profession, and background contributes to improved corporate governance and sustainable operations. Adhering to the principle of "professionalism first, and the right person for the right job," we consider candidates' industry experience, professional capabilities, and contributions to the company's long-term development.

• Future Measures:

  1. Recruiting Female Talent: Actively seeking female professionals with expertise in semiconductors, technology, finance, legal compliance, or international operations as board candidates to expand the talent pool.

  2. Information Disclosure and Progress Review: Continuously disclosing the progress and action plans for promoting female directors in the annual report and the Corporate Governance and Sustainability section, and conducting annual reviews and revisions of strategic objectives.

  3. Enhancing External Communication and Image: Encouraging relevant company personnel to participate in external activities promoting gender equality and diverse governance, and strengthening the company's commitment to and practice of diversity and inclusion.

  4. Board Independence: Currently, there are 4 general directors, including 2 managers, and 4 independent directors, representing 50% of the total 8 seats.

• More than half of the independent directors have served no more than three terms, and there are no circumstances requiring independence as stipulated in Article 26-3, Paragraphs 3 and 4 of the Securities and Exchange Act. The independent directors also meet the independence requirements stipulated in Articles 27 and 30 of the Company Act and the Measures for the Establishment and Compliance of Independent Directors of Publicly Listed Companies.

• The Company employs a candidate nomination system for its directors. Nominees are nominated by shareholders and the Board of Directors, with suitable candidates being solicited from multiple sources. Shareholders then elect the nominees at the Shareholders' Meeting to form the Board of Directors.
• The Company has formulated "Board Self-Assessment or Peer Assessment Procedures" and "Director Remuneration Management Procedures" to assess performance and confirm active participation of directors and effective operation of the Board, serving as a reference for future director selection.
• The Board of Directors will be re-elected at its term. The elected directors possess diverse backgrounds, including professional backgrounds in various industries and academia, from both domestic and American countries, and have experience operating world-class companies. One director is female.
• To align with the goal of board diversity, the future objective is to have at least one female member, or someone with a background in accounting, finance, or law.
• The Company established its own Audit Committee in 2013 to conduct its work from an independent perspective and assist in corporate governance. Starting with the board re-election on May 30, 2023, four independent directors will be selected to form the Audit Committee.
• Each director will complete at least 6 hours of training by 2025; the company has achieved its training targets annually/for each director since 2015.