Board of Directors

Board of Directors

The Board of Directors is the Company’s highest strategic and management body, comprising nine members with distinguished professional backgrounds and extensive experience in industry, finance, business, and management. In addition to formulating regulations and policies in accordance with applicable laws and the authority delegated by the shareholders’ meeting, the Board is responsible for overseeing the Company’s overall operations and affairs.

Members of the Board of Directors

The current term of the Board of Directors is three years, from May 12, 2025, to May 11, 2028.

Name \ Qualifications Professional Qualifications and Experience
Chung-Cheng Jian 1. Founder and Current Chairman of the Company.
2. Well-versed in industrial control, Internet of Things (IoT), digital cloud, telecommunications, electronics, and information technology industries, with specialized expertise in the business operations and management required by the Company.
Chung-Ling Jian 1. Currently serves as General Manager of Development International Investment; previously held positions as Vice General Manager of Asia-Pacific Bond Business and Vice General Manager of Capital Markets at KGI Securities, as well as Manager of the Bond Department at Dahua Securities.
2. Possesses extensive expertise in finance, financial management, and corporate operations.
Tzu-Cheng Huang 1. Currently serves as Chairman of Yisheng Industrial Co., Ltd.; concurrently Chairman of Longsheng Industrial Co., Ltd., Independent Director of Radiant Opto-Electronics Corp., and Director of Yijia Technology Co., Ltd.
2. Well-versed in the management, production, and operations of power connectors, power transmission cables, signal transmission cables, network cables, and fiber optic cables.
Hsing-Hung Lin 1. Currently serves as General Manager of the Company; previously held positions as Group Chief Marketing and Operations Officer at Hongzhi Electronics Co., Ltd., General Manager at Guangying Industrial Co., Ltd., Asia-Pacific Marketing Director at Motorola Inc./Arris, and Taiwan Director at Motorola Taiwan.
2. Possesses extensive expertise in corporate management and business marketing.
Advantech Investment Co., Ltd.
Representative: Wei-Ting Liu		 1. Currently serves as Assistant Manager of Group Treasury and Related Finance Departments at Advantech Co., Ltd.; previously held positions as Assistant Manager of Fund Management and Strategic Investment at Advantech Co., Ltd., Product Manager of the Intelligent Imaging Business Unit at Advantech Co., Ltd., and Research Analyst at Fuh Hwa Securities Investment Trust.
2. Possesses extensive expertise in finance, accounting, and corporate management.
Independent Director
Hui-Chin Chiu		 1. Currently serves as Executive Director and Chief Strategy Officer of Juteng International Holdings Limited; formerly served as Chief Executive Officer of Lite-On Technology Corporation.
2. Possesses extensive expertise in corporate management, operations, and business development.
Independent Director
Chong-Yuan Hsu		 1. Currently serving as an Adjunct Professor in the Department of Accounting at National Chengchi University.
2. Former Professor and Department Chair of Accounting at National Chengchi University; Partner at Liben CPA Firm; Ph.D. from the University of Memphis, USA; possesses extensive expertise in finance, accounting, and corporate management.
Independent Director
Lai Ming-Wei		 1. Currently serves as Chief Financial Officer of Lingsheng Precision Industrial Co., Ltd., and is a graduate of the Department of Accounting at National Chengchi University.
2. Possesses extensive expertise in finance, accounting, and corporate management.
Independent Director
Yue-Yun Lin		 1. Currently serves as Honorary Professor and Adjunct Professor at National Chengchi University, and is a member of the university’s Bilingual and Multicultural Promotion Committee.
2. Former Director and Supervisor at the International Cooperation and Development Fund (ICDF) under the Ministry of Foreign Affairs; Former Director of International Cooperation and Dean of Student Affairs at National Chengchi University; possesses extensive expertise in corporate management, human resource management, intellectual capital, and corporate social responsibility.
Board Diversity and Independence
  1. Board Diversity

    The nomination and selection of the Company’s Board members are conducted in accordance with the Articles of Incorporation and follow a candidate nomination system. The Company has clearly defined its board diversity policy within the “Board Member Selection Procedures” and the “Corporate Governance Best Practice Principles.”
    The Board is composed of members ranging in age from their 30s to their 70s, representing five distinct age groups. Directors possess diverse and extensive backgrounds in business, finance, accounting, and other relevant fields, ensuring the Board maintains a high level of professional qualifications and experience. Diversity in terms of expertise, gender, age, and other attributes is reflected in the composition of the Board, supporting balanced and effective governance.

    To achieve the Company’s corporate governance objectives, the Board as a whole should possess the following core competencies:

    • 1. Operational judgment
    • 2. Business management capability
    • 3. Leadership and decision-making ability
    • 4. Crisis management skills
    • 5. Industry knowledge
    • 6. Global market perspective

    Current Board Diversity Policy and Its Implementation:

    Director Name \ Core Aspects of Board Diversity Basic Qualification Professional Background Professional Knowledge and Skills
    Nationality Gender Concurrent
    Position
    as
    Company
    Employee     		Age
    Range    		 Tenure as
    Independent
    Director    		 Accounting Industry Finance Marketing Technology Operational
    Judgment    		 Managerial
    Capability    		 Leadership
    and
    Decision-Making
    Ability     		Crisis
    Management
    Skills    		 Industry
    Knowledge    		 Global
    Market
    Perspective
    Less
    than
    3 years    		 More
    than
    3 years
    Director Chung-Cheng Chien The Republic
    of China
    (Taiwan)    		 Male ✓ 51~60 － － － ✓ － ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
    Chung-Ling Chien The Republic
    of China
    (Taiwan)    		 Male － 61~70 － － ✓ － ✓ － － ✓ ✓ ✓ ✓ ✓ ✓
    Tzu-Cheng Huang The Republic
    of China
    (Taiwan)    		 Male － 71~80 － － － ✓ － ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
    Hsing-Hung Lin The Republic
    of China
    (Taiwan)    		 Male ✓ 51~60 － － － ✓ － ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
    Advantech Investment Co., Ltd.
    Representative: Wei-Ting Liu     		The Republic
    of China
    (Taiwan)    		 Male － 31~40 － － － ✓ ✓ － ✓ ✓ ✓ ✓ ✓ ✓ ✓
    Independent
    Director    		 Hui-Chin Chiu The Republic
    of China
    (Taiwan)    		 Male － 71~80 ✓ － － ✓ － － ✓ ✓ ✓ ✓ ✓ ✓ ✓
    Chung-Yuan Hsu The Republic
    of China
    (Taiwan)    		 Male － 61~70 ✓ － ✓ － ✓ － － ✓ ✓ ✓ ✓ ✓ ✓
    Ming-Wei Lai The Republic
    of China
    (Taiwan)    		 Male － 51~60 ✓ － ✓ － ✓ － － ✓ ✓ ✓ ✓ ✓ ✓
    Yueh-Yun Lin The Republic
    of China
    (Taiwan)    		 Female － 71~80 ✓ － － ✓ ✓ － － ✓ ✓ ✓ ✓ ✓ ✓
  2. Board Independence

    Among the company's nine board members, four are independent directors, accounting for approximately 45% of the entire board. All independent directors meet the independence criteria set forth in the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies." Furthermore, none of the four independent directors concurrently serve as directors in more than three other companies. Among the remaining board members, two are related within the second degree of kinship, representing two out of nine seats. The company also adheres to its governance objective that no more than one-third of board seats shall be held by directors who concurrently serve as managerial officers. Currently, the number of such directors remains below half of the total board members, in compliance with Paragraphs 3 and 4 of Article 26-3 of the Securities and Exchange Act.



Other Required Disclosures：

  1. If any of the following situations occur during the operation of the board of directors, the board meeting date, session number, contents of the proposals, opinions of all independent directors, and the company’s responses to the independent directors’ opinions shall be clearly stated:

    (1.) Matters Listed in Article 14-3 of the Securities and Exchange Act: Our company has established an Audit Committee and is therefore exempt from the provisions of Article 14-3 of the Securities and Exchange Act. For related information, please refer to the "Operation of the Audit Committee" section in our annual report.

    (2.) Except for the aforementioned matters, there are no other board resolutions opposed or reserved by independent directors with recorded or written statements.

  2. The implementation of directors’ recusal from conflict-of-interest proposals shall specify the director’s name, content of the proposal, reason for recusal due to conflict of interest, and voting participation status:

    Board of Directors Meeting on May 15, 2024

    • The Company's Managerial Remuneration Allocation for the Fiscal Year 2023

      Resolution: Except for Directors Chung-Cheng Jian (Chairman) and Tsai-Yuan Tsai, who recused themselves due to conflicts of interest, the remaining directors unanimously approved the proposal after the acting chairman, Director Tzu-Cheng Huang, consulted them.

    Board of Directors Meeting on August 12, 2024

    • Proposal for Subscription of New Shares Issued in the Pre-IPO Cash Capital Increase by Managers and Directors Who Are Also Employees

      Resolution: Except for Directors Chung-Cheng Jian (Chairman), Tsai-Yuan Tsai, and Chung-Ling Jian, who recused themselves due to conflicts of interest, the remaining directors unanimously approved the proposal after the acting chairman, Director Ming-Wei Huang, consulted them.

    • The Company's Managerial Compensation Proposal for Fiscal Year 2024

      Resolution: Except for Directors Chung-Cheng Jian (Chairman), Tsai-Yuan Tsai, and Chung-Ling Jian, who recused themselves due to conflicts of interest, the remaining directors unanimously approved the proposal after the acting chairman, Director Tzu-Cheng Huang, consulted them.

    Board of Directors Meeting on January 16, 2025

    • The Company's Managerial Performance Bonus Distribution Plan for Q4 of Fiscal Year 2024

      Resolution: Except for Directors Chung-Cheng Jian (Chairman), Tsai-Yuan Tsai, and Chung-Ling Jian, who recused themselves due to conflicts of interest, the remaining directors unanimously approved the proposal after consultation by the acting chairman, Director Tzu-Cheng Huang.

    • The Company's Managerial Year-End Bonus Amount for Fiscal Year 2024

      Resolution: Except for Directors Chung-Cheng Jian (Chairman), Tsai-Yuan Tsai, and Chung-Ling Jian, who recused themselves due to conflicts of interest, the remaining directors unanimously approved the proposal after consultation by the acting chairman, Director Tzu-Cheng Huang.

    Board of Directors Meeting on May 12, 2025

    • The Company's Managerial Remuneration Allocation Proposal for Fiscal Year 2024

      Resolution: Except for Directors Chung-Cheng Jian (Chairman), Tsai-Yuan Tsai, and Chung-Ling Jian, who recused themselves due to conflicts of interest, the proposal was unanimously approved by the remaining directors after consultation by the acting chairman, Director Tzu-Cheng Huang.

    • The Company’s Managerial Performance Bonus Distribution Plan for the First Quarter of Fiscal Year 2025

      Resolution: Except for Directors Chung-Cheng Jian (Chairman), Tsai-Yuan Tsai, and Chung-Ling Jian, who recused themselves due to conflicts of interest, the proposal was unanimously approved by the remaining directors following consultation by the acting chairman, Director Tzu-Cheng Huang.

  3. The Company shall disclose information regarding the board of directors' self-evaluation (or peer evaluation), including the evaluation cycle and period, scope, methodology, and content of the assessment.

    Evaluation Cycle Evaluation Period Evaluation Scope Evaluation Method Evaluation Content
    Conducted once a year 2024/01/01 to 2024/12/31 Board of Directors Internal self-evaluation by the Board 1. Participation in the company’s operations.
    2. Enhancement of the quality of board decisions.
    3. Composition and structure of the Board of Directors.
    4. Selection and continuing education of directors.
    5. Internal control.
    The board performance evaluation indicators cover five major dimensions, comprising a total of 47 indicators. The self-evaluation result was 96 points, indicating that the Board has effectively fulfilled its responsibilities in guiding and supervising the company’s strategy and establishing an appropriate internal control system. Overall, the Board operates effectively. The evaluation results were reported to the Board of Directors on March 13, 2025.
    Conducted once a year 2024/01/01 to 2024/12/31 Board of Directors Internal self-evaluation by the Board 1. Understanding of the company’s goals and missions.
    2. Awareness of directors’ responsibilities.
    3. Participation in the company’s operations.
    4. Management and communication of internal relationships.
    5. Professional competence and continuing education of directors.
    6. Internal control.
    The performance evaluation indicators for individual board members cover six major dimensions, comprising a total of 30 indicators. The self-evaluation result was 97 points, indicating that the directors gave positive assessments regarding the efficiency and effectiveness of each evaluation criterion. The results were reported to the Board of Directors on March 13, 2025.
    Conducted once a year 2024/01/01 to 2024/12/31 Committees Audit Committee / Remuneration and Nomination Committee / Sustainability and Risk Management Committee 1. Participation in the company’s operations.
    2. Awareness of the responsibilities of committees.
    3. Enhancement of the decision-making quality of committees.
    4. Composition and member selection of committees.
    5. Internal control.
    The performance evaluation indicators for the functional committees cover five major dimensions, comprising a total of 29 indicators. The self-evaluation result was 99 points, indicating that the functional committees gave positive assessments regarding the efficiency and effectiveness of each evaluation criterion. This reflects their effectiveness in enhancing the Board’s functions and safeguarding shareholders’ rights and interests. The results were reported to the Board of Directors on March 13, 2025.
    Note: The internal evaluation for the period from January 1, 2024, to December 31, 2024, was completed in December 2024.

  4. The objectives for strengthening the board’s functions during the current and recent years (e.g., establishment of the audit committee, enhancement of information transparency) and the assessment of their implementation.

    1. Enhancing Diversity, Professionalism, and Independence of Board Members
      The composition of the Company’s Board of Directors reflects diversity in gender, age, industry experience, and professional expertise. The Company has implemented a concrete management goal that the number of directors concurrently serving as company managers shall not exceed one-third of the total board seats (currently, there are 2 such directors). The current board consists of 9 directors whose ages span five age groups, ranging from their 30s to 70s. Among them, 4 are independent directors, accounting for four-ninths of the total board seats. All four independent directors concurrently serve as independent directors in no more than three other publicly listed companies. Additionally, the board includes one female director, representing one-ninth of the total seats. The Company will continue to strengthen and enhance board diversity moving forward.

    2. Establishing functional committees to strengthen supervisory functions and enhance management capabilities for effective corporate governance.
      The Company has established the Remuneration and Nomination Committee, Audit Committee, and Sustainability and Risk Management Committee to assist the Board of Directors in fulfilling its supervisory duties and actively strengthen the Board’s functions to implement corporate governance and fulfill corporate social responsibility. These committees manage the company’s operational risks and impacts on the economy, environment, and society, facilitating progress towards sustainable development goals. The Company has also formulated the "Rules of Procedure for the Audit Committee," "Rules of Procedure for the Remuneration and Nomination Committee," and "Rules of Procedure for the Sustainability and Risk Management Committee," which outline the number of committee members, terms of office, powers and duties, meeting procedures, and the resources the company shall provide when exercising their authorities.

    3. Enhancing Information Disclosure and Transparency
      The Company upholds the principle of operational transparency. In accordance with regulations, immediately after the conclusion of Board meetings, the Company discloses material information within the prescribed timeframe following the "Procedures for the Verification and Public Disclosure of Material Information of Securities Listed on the Taiwan OTC Exchange." Relevant information is published on the Market Observation Post System to fully protect investors’ rights and interests. Moving forward, the Company will continue to uphold these principles and diligently fulfill its responsibilities to serve shareholders and society.

Board Members’ Training Status in 2024
Position Name Training Date Organizer Course Title Training Hours
Director Chung-Cheng Jian 2024/11/6 Accounting Research and Development Foundation, R.O.C. Corporate Fraud Investigation Practices and Case Studies 6
Tsai-Yuan Tsai 2024/10/25 Accounting Research and Development Foundation, R.O.C. Latest Regulations on Annual Reports, Sustainability Disclosures, and Financial Reporting — Legal Analysis and Internal Control Practices. 6
Chung-Ling Jian 2024/12/3 Accounting Research and Development Foundation, R.O.C. Sustainability Policy and Corporate Governance 3
2024/12/14 Accounting Research and Development Foundation, R.O.C. Corporate Financial Information Preparation and Internal Control Regulations 3
Yunto Materials Technology Co., Ltd.
Representative: Pei-Fen Tian		 2024/9/26 Association of Independent Directors, R.O.C. 2024 Independent Directors Elite Training Institute — Advanced Course 3
2024/10/23 Chinese Intangible Assets and Business Valuation Association Corporate Mergers and Acquisitions: Legal and Practical Aspects 4
Advantech Investment Corporation
Representative: Wei-Ting Liu		 2024/9/6 Association of Corporate Governance, R.O.C. Strategic Considerations for Group Corporate Restructuring 3
2024/11/1 Taiwan Directors Association Integration of Growth Strategies and M&A Transactions 3
Yi-Sheng Industrial Co., Ltd.
Representative: Tzu-Cheng Huang 		2024/9/20 Securities and Futures Institute, R.O.C. 2024 Insider Trading Prevention Awareness Seminar 3
2024/9/30 Taiwan Stock Exchange Corporation Taiwan Capital Market Enhancement Summit 3
Independent
Director		 Hui-Chin Chiu 2024/4/10 Taiwan Academy of Banking and Finance (TABF) Corporate Governance and Sustainable Business Management Workshop 3
2024/11/8 Association of Corporate Governance, R.O.C. Understanding and Prevention of Workplace Illegal Harassment — Focusing on Guidelines for the Prevention of Sexual Harassment in the Workplace 3
2024/11/8 Chinese Corporate Governance Association Overview of Corporate Control Conflicts and the Commercial Cases Adjudication Act 3
Chung-Yuan Hsu 2024/7/3 Taiwan Stock Exchange Corporation 2024 Cathay Sustainable Finance and Climate Change Summit 6
2024/9/18 Accounting Research and Development Foundation, R.O.C. 2024 ESG Summit: Comprehensive Net Zero, Sustainable Future 3
Ming-Wei Lai 2024/3/12 Chinese Corporate Governance Association Corporate Integrity Management and Senior Accountability System: International Trends and Experience Sharing 3
2024/3/26 Chinese Corporate Governance Association Corporate Integrity Management and Senior Accountability Systems: International Trends and Experience Sharing 3
Title Date Download
Title
Regulations of Board of Directors 20240328.pdf
Date
2024-03-29
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Title
Succession Plan for Board Members and Key Management Executives
Date
2024-11-20
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