Corporate Governance
Board of Directors

The Board of Directors (BOD) is the top management and highest decision-making body of the company. Its duties and
functions include: appoint and supervise the upper management of the company, supervise operational performance, prevent
conflicts of interest and assure legal compliance of the company, establish the articles of incorporation or carry out resolutions
made by the general meeting of shareholders, and maximize the rights and benefits of shareholders.
Currently, the BOD holds at least one board meeting each quarter for the upper management to report operational performance.

The BOD also resolves the future operational direction and important policies of the company.

Position Name Education & Experience Major Current Positions
Director Kuei-Hsiu Sung EMBA, National Chiao Tung University
President, Chia Chang Co., Ltd.
Chairman, Chia Chang Co., Ltd.
Director Yung Hsiang Investment CO., LTD.
(Chang-Hai Chen)
Master, Business Administration, China University of Technology
Founder and President, Chia Chang Co., Ltd.
Director, Chia Chang Co., Ltd. 
Director Tsai-Ho Lu Mechanical Engineering, Taipei Municipal Daan Vocational High School
President, Guan-Yung Enterprise Co., Ltd
President, Chia Chang Technology (Suzhou) Co., Ltd.
Director, Chia Chang Co., Ltd. 
Director Tz-Shiuan Chen Master, Eastern Michigan University
Manager and assistant manager, Chia Chang Co., Ltd.
Director, Chia Chang Co., Ltd.
President, Chia Chang Co., Ltd.
Director Chyan Yang Ph.D. in Computer Science & Engineering, University of Washington
CEO, EMBA, National Chiao Tung University
Director, Institute of Business and Management, National Chiao Tung University
Dean, College of Management, National Chiao Tung University
Director, Chia Chang Co., Ltd.
Independent Director, ASPEED TECHNOLOGY INC.
Independent Director, ACTER GROUP
CORPORATION LIMITED
Independent Director, Associated Industries China, Inc.
Independent Director, MARS SEMICONDUCTOR CORP.
Independent Director Jui-Hsin Lin BS, Accounting, Tung Hai University
Vice President, SOFTSTAR ENTERTAINMENT INC.
CFO, G.M.I Technology Inc.
Independent Director, HLJ Technology Co., Ltd.
Independent Director, Chia Chang Co., Ltd.
Partner CPA, Cheng Yang Certified Public Accountants
Representative, Cheng Yang Management Company Limited
Independent Director, ETREND Hightech Corp.
Independent Director Teh-Jung Kao BS, Accounting, Cheng Kung University
Finance & Accounting Manager, Philips Taiwan Ltd.
Senior Vice President and CFO, Primax Electronics Ltd.
Chairman, PreVision Technology Ltd.
Senior Vice President and Group CFO, Taiwan Cement Corp.
Independent Director, CoAdna Holdings, Inc.
Compensation Committee Member of Microlife Corporation
Independent Director, LuxNet Corporation
Independent Director, CONTINENTAL
HOLDINGS CORP.
Independent Director, Chia Chang Co., Ltd.
Consultant, AQUSEN Technology Co., Ltd.
Independent Director Ping-Kuen Chen BS, Mechanical Engineering, Tamkang University
Chairman, Huan Hower Enterprise Co., Ltd
Independent Director, Chia Chang Co., Ltd
Chairman, Huan Hower Enterprise Co., Ltd
Director, Tien Liang Biotech Co., Ltd.
Independent Director Chia-Hsiang Chu MBA, National Cheng Kung University
Manager, Assistant manager, Vice President and President, WK Technology Fund Ltd.
Manager, HP Taiwan
Chairman and President, WK Innovation Ltd.
Chairman and President, WK Technology Fund IX Ltd.
Director, Foxfortune Technology Ventures Limited
Independent Director, Chicony Electronics Co., Ltd.
Independent Director, Cincon Electronics Co., Ltd.
Supervisor, Googol Technology (TWN) Limited
Supervisor, eTouch Medical Inc.
Chairman, MinYun Investment Co., Ltd.
Chairman, Sunny Ventures Limited
Independent Non-executive Director, Q Technology (Group) Company Limited
Director, Beken Corporation
Supervisor, Googol Technology Co., Ltd.
Director, SmartSens Technology
Director, SPINTROL Company Ltd.
Executive Director and President, Shanghai Hongyi Enterprise Management Consulting Co., Ltd.
Director, ESSENTIAL INVESTMENTS LIMITED
Chairman and President, Guangxi Hongzhiyi Investment Co., Ltd.
Director, Wealth Guard Ventures Limited
Director, Excellence Wealthy Limited
Director, North Star Ventures Limited
Independent Director, Chia Chang Co., Ltd.

 

※Election of Directors
(1) Method of Directors (Including Independent Directors) Election:
According to Chia Chang's Articles of Incorporation, directors (including independent directors) shall be elected pursuant to the Candidate
Nomination System. The professional qualifications, restrictions on the shareholdings and concurrent positions held, method of
nomination and election, and other matters with respect to independent directors shall be in compliance with applicable laws and
regulations of the ROC Company Act and Securities and Exchange Act.

(2) Process of Directors (Including Independent Directors) Election:
Prior to the expiration of the tenure of Chia Chang's Board of Directors, the Board of Directors resolved, according to Chia Chang's
Articles of Incorporation, that nine directors should be reelected (including four independent directors) at Chia Chang's 2022 Annual
General Shareholders' Meeting. The Board of Directors also approved the submission period for the nomination of director candidates is
from April 15, 2022 to April 25, 2022.
According to the Article 192-1 of the ROC Company Act, Chia Chang announced on March 22, 2022 the period for accepting the
nomination of director candidates, the number of directors to be elected, the place designated for accepting the roster of director
nominees,and other necessary matters. Any shareholder holding 1% or more of the outstanding shares of the Company may nominate
candidate(s) for directors in writing, provided that the total number of director nominees shall not exceed the number of the directors to be
elected. Any shareholder qualified to so nominate may submit to the Company the name(s) of the director nominee(s), and shall send,
during the nomination time period from April 15, 2022 to April 25 2022, the name, education background and past work experience of the
nominee(s),a letter signed by each nominee of independent director consenting to act as independent director if elected, a written
statement issued by each nominee of independent director assuring that he/she is not prohibited from so acting under any of the
circumstances set forth in Article 30 of the ROC Company Act, and other relevant documents signed and provided by each nominee to
Chia Chang via registered post.
During the above-mentioned nomination period, the Company doesn’t received the list of director nominees sent from the qualified
shareholder.
Therefore, the Board of Director of Chia Chang nominated nine candidates, Mr. Kuei-Hsiu Sung, Yung Hsiang Investment CO., LTD., Mr.
Tsai-Ho Lu, Mr. Tz-Shiuan Chen, Mr. Chyan Yang, Mr. Jui-Hsin Lin (independent director), Mr. Teh-Jung Kao (independent director), Mr.
Ping-Kuen Chen (independent director) and Mr. Chia-Hsiang Chu (independent director). The Board of Directors appointed the above
nominated candidates to stand for election at Chia Chang's 2022 Annual General Shareholders' Meeting.
Chia Chang’s Board of Directors was elected at Chia Chang’s 2022 Annual Shareholders’ Meeting. The nine Directors (including four
Independent Directors) are: Mr. Kuei-Hsiu Sung, Yung Hsiang Investment CO., LTD., Mr. Tsai-Ho Lu, Mr. Tz-Shiuan Chen, Mr. Chyan
Yang, Mr. Jui-Hsin Lin (independent director), Mr. Teh-Jung Kao (independent director), Mr. Ping-Kuen Chen (independent director) and
Mr. Chia-Hsiang Chu (independent director).

 

※Board Diversity Policy
Pursuant to the Company’s “Corporate Governance Principles,” the composition of the Board of Directors should take into consideration
the 
policy of diversity. Directors who serve concurrently as the Company’s managers should not exceed one third of all Directors and
appropriate diversification guidelines have been established based on Company operations, its business model, and development
requirements. These guidelines stipulate that Directors should be assessed by standards including but not limited to the following two
aspects:
(1) Basic qualification and value:gender、age、nationality, culture etc.
(2) Professional knowledge and skills:professional background (e.g. law, accounting, industry, finance, marketing or technology)、
professional skill and industry experience etc.

The Company’s management objective and the goal achieved regarding the diversity policy is listed below:

Management objective Implementation
Experienced in different industries Achieved
Number of Directors who concurrently serve as Company managers do not exceed one-third of the total director seats Achieved


The Company’s diversification of members of the Board of Directors is as follows:

※Succession Planning for Board Members and Key Management Personnel
Regarding the succession planning of the board of directors, the company cultivates senior managers to join the board of directors, so
that they are familiar with the operation of the board of directors and the business of each unit of the group, and deepen their industrial
experience through job rotation. At present, the group has a number of high-level management professionals, so the company has a
sufficient pool of talents who can be elected as future directors. In addition to considering diversity, the directors who concurrently serve
as company managers shall not exceed one-third of the directors' seats, and shall pay attention to gender equality and possess the
necessary knowledge, skills and accomplishments to perform their duties. The current director, Mr. Chen Tz-shiuan, joined the
company's management team in 2004. He has successively served as the manager, assistant manager, deputy general manager of the
general management office of the parent company Chia Chang Co., Ltd., the assistant manager of Chia Chain Precious Hardware &
Electronics (Suzhou) Co., and joined the board as a director in 2022.
For the succession planning of important management levels, In addition to selecting potential successors and considering personal
career development plans, the company also assists them to effectively improve their succession ability and shorten the succession time.
In terms of the design of the training mechanism, potential successors are assigned to related companies as an intern of the board, and
use online management development courses to strengthen their business management and operational management capabilities,
including strategic planning, transnational operations, global marketing, innovation management and new economy and other important
issues in order to cultivate the management talents needed in the future.


※Communications between independent directors/ internal auditors / external auditors (CPAs)
A. The channels of the communications between the independent directors, the internal auditors and external auditors (CPAs)
(1) Independent directors and CPAs meet at least twice a year for a regular meeting. CPAs report on the results of financial statement
reviews or verifications and other communication requirements required by relevant laws and regulations. Communications will be made
on whether there are any significant adjustment entries or legal amendments affecting the accounting situation and they also regularly
update laws and ordinances to independent directors every year. If there are major events, a meeting can be convened at any time.
The head of internal auditor prepares monthly reports for review to independent directors.
(2) The head of internal auditor mails monthly reports of the company's internal audit execution status and internal control operations for
review to independent directors. Meetings can be convened at any time if there are major events.
(3) Independent directors may communicate separately (without Director and management team) and respectively with CPAs and the
head of internal auditor at least once a year.

B. The major matters of the communications between the independent directors and external auditors (CPAs)
The communication between the independent directors and external auditors (CPAs) works well. The major matters of these
communications in 2023 are as follows:

Meeting Date Descriptions of the major matters Communication status and implementation results
2023.2.23
Meeting (separate meeting)
The findings of the audits on the Company’s financial results for FY 2022 All independent directors have no objections
2023.11.8
Meeting (separate meeting)
1.The findings of the review on the Company’s financial
   results for the nine months ending on September 30,
   2023
2.Pre-audit communication
All independent directors have no objections

 

The communication between the independent directors and external auditors (CPAs) works well. The major matters of these
communications in 2024 are as follows:

Meeting Date Descriptions of the major matters Communication status and implementation results
2024.2.26
Meeting
The findings of the audits on the Company’s financial results for FY 2023 All independent directors have no objections

 

C. The major matters of the communications between the independent directors and the internal auditors
The communication between the independent directors and the internal auditors works well. The major matters of these communications
in 2023 are as follows:

Meeting Date Descriptions of the major matters Communication status and implementation results
2023.1.17
Board of Directors
The findings of the internal audit reports All independent directors have no objections
2023.2.23
Board of Directors
1.The findings of the internal audit reports
2. Statement of Internal Control System for FY 2022
All independent directors have no objections
2023.5.3
Board of Directors
The findings of the internal audit reports All independent directors have no objections
2023.8.2
Board of Directors
The findings of the internal audit reports All independent directors have no objections
2023.11.8
Board of Directors
The findings of the internal audit reports All independent directors have no objections
2023.11.8
Meeting (separate meeting)
Communication and discussion on the matters of subsidiaries supervision All independent directors have no objections
2023.12.20
Board of Directors
1.The findings of the internal audit reports
2.2024 annual audit plan
All independent directors have no objections

 

The communication between the independent directors and the internal auditors works well. The major matters of these communications
in 2024 are as follows:

Meeting Date Descriptions of the major matters Communication status and implementation results
2024.1.25
Board of Directors
The findings of the internal audit reports All independent directors have no objections
2024.2.26
Board of Directors
1.The findings of the internal audit reports
2. Statement of Internal Control System for FY 2023
All independent directors have no objections


※Corporate Governance Officer
The Board of Directors resolved the appointment of chief financial officer Li-Chuan Cheng as the corporate governance officer on May 3,
2023, to safeguard shareholders' rights and benefits and enhance the functional capability of the Board of Directors. Chief financial officer
has more than ten years’ experience in handling accounting, finance, stock affairs or administrative matters of meetings of public
companies. Corporate governance officer responsible for corporate governance matters, including handling of matters relating to Board
and Shareholders' meetings in compliance with law, making Board and Shareholders' meetings minutes, assistance in onboarding and
continuing education of directors, provision of information required for performance of duties by directors, and assistance in directors'
compliance of law, etc.  

 

Training sessions attended by the Corporate Governance Officer in 2023 are shown below:

Date of training Institution of training Name of the training session Hours of training Total training hours of 2023
Start End
2023.6.8 2023.6.9 Accounting Research and Development Foundation Continuing Development Course of Principal Accounting Officers of Issuers, Securities Firms, and Securities Exchanges 12.0 18
2023.8.9 2023.8.9 Taiwan Corporate Governance Association A Risk-Based Perspective On Corporate Sustainability Governance – From Corporate Governance to ESG 3.0
2023.8.9 2023.8.9 Taiwan Corporate Governance Association Director’s Risk and Legal Liabilities under Corporate Governance 3.0