2020-12-02

There are 9 board directors elected for the 2nd term of the board of directors, and 3 of them are independent directors. A total of 10 meetings (A) were convened in the most recent year (2021) with the attendance of the board directors as follows:

TitleNameActual attendance (B)Attendance by proxyActual attendance rate【A/B】(%)Remarks
Chairman Abico Avy Co., Ltd.
Representative: Hu, Shiang-Chi
7 0 100%  
Director Abico Avy Co., Ltd.
Representative: Tong, Chun-Jen
7 0 100%  
Director Abico Avy Co., Ltd.
Representative: Tong, Chun-Yi
7 0 100%  
Director Abico Avy Co., Ltd.
Representative: Obara Masami
6 1 86%  
Director Takahashi Yuya 7 0 100%  
Takahashi Yuya Sugiyama Shimpei 7 0 100%  
Independent Director Chen, Wei-Yue 7 0 100%  
Independent Director Lin, Tian-Song 7 0 100%  
Independent Director Chen, Che-Sheng 7 0 100%  

Other matters required to be recorded:

  1. The date, term, proposal content, the opinions of all independent directors, and the Company’s handling the opinions of the independent directors shall be stated when the “board of directors” experiences any of the following circumstances:
    (I)Explanation on matters listed in Article 14-3 of the Securities and Exchange Act: The Company’s shareholders had resolved in writing to have independent directors elected and the Audit Committee established on March 20, 2020; therefore, it was not subject to the provisions of Article 14-3 of the Securities and Exchange Act. Please refer to the operation of the Audit Committee for the matters listed in Article 14-5 of the Securities and Exchange Act in details.
    (II) Except for the matters mentioned in the preceding paragraph, any board resolution about which an independent director expresses an objection or reservation that has been included in records or stated in writing: None
  2. In terms of the director’s recusal due to a conflict of interest, the name of the director, the proposal content, the reason for the recusal of interest, and the participation in voting should be detailed:
    Board meeting date/termDirector’s nameProposalReasons for recusalParticipation in voting
    01.16.2024
    The 6th meeting of the 3rd session
    Hu, Shiang-Chi Tong, Chun-Jen ong, Chun-Yi Obara Masami 2023 Cash Capital Increase Issuance of New Shares and Allocation of Subscription Amount to Managers and Employees Self-interest – acting as both manager and holding company manager He walked out of the meeting during the vote. After Acting Chairman Mr. Lin Tiansong consulted other directors present at the meeting, the proposal was passed without objection
    01.16.2024
    The 6th meeting of the 3rd session
    Hu, Shiang-Chi Proposal for the payment of year-end bonuses to managers for the year 2023 Self-interest – acting as a manager He walked out of the meeting during the vote. After Acting Chairman Mr. Lin Tiansong consulted other directors present at the meeting, the proposal was passed without objection
    09.24.2024
    The 10th Session of the 3rd Session
    Hu, Shiang-Chi Obara Masami 2023 Annual Manager Compensation Payment Self-interest – acting as a manager He walked out of the meeting during the vote. After Acting Chairman Mr. Lin Tiansong consulted other directors present at the meeting, the proposal was passed without objection
    11.07.2024
    The 11th meeting of the 3rd session
    Hu, Shiang-Chi Tong, Chun-Jen ong, Chun-Yi Obara Masami Eliminate non-compete clauses for management Self-interest – representatives of the company who have both control and the controlling interest. He walked out of the meeting during the vote. After Acting Chairman Mr. Lin Tiansong consulted other directors present at the meeting, the proposal was passed without objection
    2024.11.07
    The 11th session of the 3rd
    Hu, Shiang-Chi Tong, Chun-Jen ong, Chun-Yi Obara Masami Manager Salary Case Self-interest – representatives of the company who have both control and the controlling interest. He walked out of the meeting during the vote. After Acting Chairman Mr. Lin Tiansong consulted other directors present at the meeting, the proposal was passed without objection.