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.

• 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.
• 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).

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：

• Basic qualification and value：gender、age、nationality, culture etc.
• Professional knowledge and skills：professional background (e.g. law, accounting, industry, finance, marketing or technology)、professional skill and industry experience etc.

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.

• The channels of the communications between the independent directors, the internal auditors and external auditors (CPAs)
  • 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.
  • 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.
  • 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.
• 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

• 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
  2024.5.14 Board of Directors	The findings of the internal audit reports	All independent directors have no objections
  2024.8.13 Board of Directors	The findings of the internal audit reports	All independent directors have no objections

Mr. Li-Chuan Cheng, the Chief Financial Officer, has been appointed as the Corporate Governance Officer by Board of Directors responsible for corporate governance matters to enhance the effectiveness of the Board of Directors and to provide the necessary support to the directors in the performance of their duties. The Chief Financial Officer has more than ten years of experience in accounting, finance, stock affairs, or managerial tasks related to public companies. The Chief Financial Officer leads the corporate governance team and is responsible for handling legal matters related to Board and shareholder meetings, taking minutes of Board and shareholder meetings, assisting in the appointment and continuing education of directors, providing directors with the information necessary to perform their duties, and assisting directors in complying with laws and regulations.