Board of Directors

Board Diversity:

The Company adopts a candidate nomination system for the election of directors. In accordance with the Rules for Election of Directors and the Corporate Governance Best Practice Principles, the Board of Directors considers the overall configuration of the Board and sets appropriate diversity guidelines based on the Company’s operations, business model, and developmental needs.

To strengthen corporate governance and promote a sound development of the composition and structure of the Board, the Company has formulated the Corporate Governance Best Practice Principles and the Rules for Election of Directors, which stipulate that Board composition should take diversity into consideration. In addition to the requirement that no more than one-third of the Board seats be held by directors who also serve as company officers, the Company has established diversity policies tailored to its operations and development, focusing on the following two main aspects:

1. Basic Attributes and Values: Gender, age, nationality, and cultural background.
2. Professional Knowledge and Skills: Professional background (e.g., law, accounting, finance, marketing, or technology), professional skills, and industry experience.

Specific Management Objectives of the Board Diversity Policy:

1. The Company emphasizes the independence and diversity of the Board. The Board aims to have at least three independent directors, and independent directors should constitute no less than one-fifth (1/5) of the total Board seats. Furthermore, the number of directors concurrently serving as company employees should not exceed one-third (1/3) of the total Board seats.
2. Regarding basic criteria and values, the Company aims to have each gender represented by at least one-third (1/3) of the total Board seats. Currently, out of seven Board members (including independent directors), three are female, accounting for 3/7 of the seats.
3. In terms of professional knowledge and skills, the Company strives to ensure that Board members collectively possess a diverse range of expertise, including finance, accounting, taxation, legal affairs, business management, and industry knowledge.

Implementation of the Board Diversity Policy:

1. Independence: The current Board comprises seven members, including three general directors and four independent directors, with independent directors representing 4/7 of the total Board seats. Only one director concurrently serves as a company employee, which is below the one-third (1/3) threshold. These results indicate that the independence-related goals have been achieved.
2. Employee Status: One of the general directors concurrently serves as a company employee, accounting for 1/7 of the total Board seats.
3. Gender: There are three female directors, accounting for 3/7 of the total Board seats.
4. Professional Knowledge and Skills: Among the three general directors, two (excluding one corporate director) possess relevant experience and skills in corporate management. Of the four independent directors, Ms. Grace Wang and Ms. Annie Yang possess professional expertise in finance and accounting, while Mr. Jerry Lu and Mr. Patent Chiu have backgrounds in human resources and corporate management. Currently, there is no director with a legal background. The Company will continue to seek qualified candidates with legal expertise to strengthen Board functions.
5. Summary of Board Members’ Diverse Backgrounds and Qualifications:A table is provided below for detailed information.

The term of the 7th Board of Directors is from May 24, 2023, to May 23, 2026. As of December 31, 2024, a total of 19 meetings have been held.

All board members have completed the required training courses as stipulated.

Zhenyu’s independent directors have direct channels of communication with the internal audit manager and the certified public accountant for regular financial and operational audits. Communication is facilitated through phone calls, email, and instant messaging software, ensuring smooth channels of communication.