Brogent Technologies Inc.
Corporate Governance Best Practice Principles
Chapter I General Principles
Article 1
The company hereby adopts Corporate Governance Best PracticePrinciples for TWSE/TPEx Listed Companies, to be followed by
the company, to assist the company in establishing soundcorporate governance systems and promote sound developmentof the securities market.
The company is advised to formulate its own corporate
governance principles and establish an effective corporate
governance framework with reference to these Principles anddisclose them through the Market Observation Post System(MOPS).
Article 2
When setting up the corporate governance system, in addition tocomplying with relevant laws, regulations, articles ofincorporation, contracts signed with the TWSE or TPEx, and otherrelevant regulations, the company shall follow the following
principles:
1. Protect the rights and interests of shareholders.
2. Strengthen the powers of the board of directors.
3. Fulfill the function of audit committees.
4. Respect the rights and interests of stakeholders.
5. Enhance information transparency.
Article 3
The company shall follow the Criteria Governing Establishment ofInternal Control Systems by Public Reporting Companies and take
into consideration the overall operational activities of itself and its
subsidiaries to design and fully implement an internal control
system, and shall conduct continuing reviews of the system, inorder to ensure the continued effectiveness of its design andimplementation in light of changes in the company's internal andexternal environment.
The company shall perform full self-assessments of its internal
control system. Its board of directors and management shallreview the results of the self-assessments by each department at
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least annually and the reports of the internal audit department on
a quarterly basis. The audit committee shall also attend to andsupervise these matters. Directors shall periodically holddiscussions with their internal auditors about reviews of internal
control system deficiencies. A record of the discussions shall be
kept, and the discussions shall be followed up, improvements
implemented, and a report submitted to the board of directors.
The company is advised to establish channels and mechanisms ofcommunication between our independent directors, audit
committees and chief internal auditors.
The management of the company shall pay special attention to theinternal audit department and its personnel, fully empower themand urge them to conduct audits effectively, to evaluate problemsof the internal control system and assess the efficiency of its
operations to ensure that the system can operate effectively on an
on-going basis, and to assist the board of directors and the
management to perform their duties effectively so as to ensure asound corporate governance system.
Article 3-1
The company is advised to have an adequate number ofcorporate governance personnel with appropriate qualifications
based on the size of the company, business situations andmanagement needs, and shall appoint in accordance with therequirements of the competent authorities, TWSE or TPEx a chief
corporate governance officer as the most senior officer to be incharge of corporate governance affairs. Said officer shall be aqualified, practice-eligible lawyer or accountant or have been ina managerial position for at least three years in the securities,
financial, or futures related institution or a public company inhandling legal affairs, legal compliance, internal audit, financial
affairs, stock affairs, or corporate governance affairs.
It is required that the corporate governance affairs mentioned in
the preceding paragraph include at least the following items:
1. Handling matters relating to board meetings and shareholders
meetings according to laws.
2. Producing minutes of board meetings and shareholders
meetings.
3. Assisting in onboarding and continuous development of
directors.
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4. Furnishing information required for business execution bydirectors.
5. Assisting directors with legal compliance.
6. Other matters set out in the articles or corporation or contracts.
Chapter II Protection of Shareholders' Rights and Interests
Section 1 Encouraging Shareholders to Participate in Corporate
Governance
Article 4
The corporate governance system of the company shall be
designed to protect shareholders' rights and interests and treat all
shareholders equitably.
The company shall establish a corporate governance system which
ensures shareholders' rights of being fully informed of,participating in and making decisions over important matters of
the company.
Article 5
The company shall convene shareholders meetings in accordancewith the Company Act and relevant laws and regulations, andprovide comprehensive rules for such meetings.
The company shall faithfully implement resolutions adopted byshareholders meetings in accordance with the rules for the
meetings.
Resolutions adopted by shareholders meetings of the company
shall comply with laws, regulations and articles of incorporation.
Article 6
The board of directors of the company shall properly arrange theagenda items and procedures for shareholders meetings, andformulate the principles and procedures for shareholder
nominations of directors and submissions of shareholder
proposals. The board shall also properly handle the proposals
duly submitted by shareholders. Arrangements shall be made to
hold shareholders meetings at a convenient location, with
sufficient time allowed and sufficient numbers of suitablepersonnel assigned to handle attendance registrations. No
arbitrary requirements shall be imposed on shareholders toprovide additional evidentiary documents beyond those showing
eligibility to attend. Shareholders shall be granted reasonable time3

to deliberate each proposal and an appropriate opportunity tomake statements.
For a shareholders meeting called by the board of directors, it isadvisable that the board chairperson chair the meeting, that amajority of the directors (including at least one independent
director) attend in person. Attendance details should be recordedin the shareholders meeting minutes.
Article 7
The company shall encourage our shareholders to actively
participate in corporate governance. It is advisable that thecompany engage a professional shareholder services agent tohandle shareholders meeting matters, so that shareholders
meetings can proceed on a legal, effective and secure basis. The
company shall seek all ways and means, including fully exploiting
technologies for information disclosure, to upload annual reports,
annual financial statements, notices, agendas and supplementary
information of shareholders meetings in both Chinese and English
concurrently, and shall adopt electronic voting, in order toenhance shareholders' attendance rates at shareholders meetingsand ensure their exercise of rights at such meetings in accordancewith laws.
The company is advised to avoid raising extraordinary motions
and amendments to original proposals at a shareholders meeting.
The company is advised to arrange for our shareholders to vote oneach separate proposal in the shareholders meeting agenda, andfollowing conclusion of the meeting, to enter the voting results thesame day, namely the numbers of votes cast for and against andthe number of abstentions, on the Market Observation Post
System.
Article 8
The company, in accordance with the Company Act and otherapplicable laws and regulations, shall record in the shareholders
meeting minutes the date and place of the meeting, the name of
the chairperson, the method of adopting resolutions, and asummary of the essential points of the proceedings and the resultsof the meeting. With respect to the election of directors, themeeting minutes shall record the method of voting adopted
therefore and the total number of votes for the elected directors.
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The shareholders meeting minutes shall be properly andperpetually kept by the company during its legal existence, andshould be sufficiently disclosed on the company's website.
Article 9
The chairperson of the shareholders meetings shall be fully
familiar and comply with the rules governing the proceedings ofthe shareholders meetings established by the company. The
chairperson shall ensure the proper progress of the proceedings ofthe meetings and may not adjourn the meetings at will.
Article 10
The company shall place high importance on the shareholder
right to know, and shall faithfully comply with applicableregulations regarding information disclosure in order to provide
shareholders with regular and timely information on company
financial conditions and operations, insider shareholdings, andcorporate governance status through the MOPS or the website
established by the company.
To treat all shareholders equally, it is advisable that the company
concurrently disclose the information under the preceding
paragraph in English.
To protect its shareholders' rights and interests and ensure theirequal treatment, the company shall adopt internal rules
prohibiting company insiders from trading securities using
information not disclosed to the market.
It is advisable that the rules mentioned in the preceding
paragraph include stock trading control measures from the dateinsiders of the company become aware of the contents of thecompany's financial reports or relevant results.
Article 11
The shareholders shall be entitled to profit distributions by thecompany. In order to ensure the investment interests ofshareholders, the shareholders meeting may, pursuant to Article
184 of the Company Act, examine the statements and books
prepared and submitted by the board of directors and the reports
submitted by the audit committee, and may decide profit
distributions and deficit off-setting plans by resolution. In order5

to proceed with the above examination, the shareholders
meeting may appoint an inspector.
The shareholders may, pursuant to Article 245 of the Company
Act, apply with the court to select an inspector in examining theaccounting records, assets, particulars, documents and records ofspecific transaction of the company.
The board of directors, audit committee and managers of thecompany shall fully cooperate in the examination conducted by
the inspectors in the aforesaid two paragraphs without any
circumvention, obstruction or rejection.
Article 12
In entering into material financial and business transactions suchas acquisition or disposal of assets, lending funds, and making
endorsements or providing guarantees, the company shallproceed in accordance with the applicable laws and/or
regulations and establish operating procedures in relation tothese material financial and business transactions which shall bereported to and approved by the shareholders meeting so as toprotect the interests of the shareholders.
When the company is involved in a merger, acquisition or publictender offer, in addition to proceeding in accordance with theapplicable laws and/or regulations, it shall not only pay
attention to the fairness, rationality, etc. of the plan andtransaction of the merger, acquisition or public tender offer, but
information disclosure and the soundness of the company's
financial structure thereafter.
The relevant personnel of the company handling the matters in
the preceding paragraph shall pay attention to the occurrence ofany conflicts of interest and the need for recusal.
Article 13
In order to protect the interests of the shareholders, it isadvisable that the company designate personnel exclusively
dedicated to handling shareholder proposals, inquiries, anddisputes.
The company shall properly deal with any legal action duly
instituted by shareholders in which it is claimed that shareholder
rights and interests were damaged by a resolution adopted at ashareholders meeting or a board of directors meeting in violation
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of applicable laws, regulations, or the company's articles ofincorporation, or that such damage was caused by a breach of
applicable laws, regulations or the company's articles ofincorporation by any directors, or managers in performing theirduties.
It is advisable that the company adopts internal procedures forappropriate handling of matters referred to in the preceding two
paragraphs and that it keep relevant written records for futurereference and incorporate the procedures in its internal control
system for management purposes.
Section 2 Establishing a Mechanism for Interaction with Shareholders
Article 14
The board of directors of the company is responsible forestablishing a mechanism for interaction with shareholders toenhance mutual understanding of the development ofcompany's objectives.
In addition to communicating with shareholders throughshareholders meetings and encouraging shareholders toparticipate in such meetings, the board of directors of thecompany together with officers and independent directors shallengage with shareholders in an efficient manner to ascertain
shareholders' views and concerns, and expound company
policies explicitly, in order to gain shareholders' support.
Section 3 Corporate Governance Relationships between the Company and
Its Affiliated Enterprises
Article 15
The company shall clearly identify the objectives and thedivision of authority and responsibility between it and its
affiliated enterprises with respect to management of personnel,
assets, and financial matters, and shall properly carry out risk
assessments and establish appropriate firewalls.
Article 16
The company of director who engages in any transaction for
himself or on behalf of another person that is within the scope ofthe company's operations shall explain the major content of suchactions to the shareholders meeting and obtain its consent.

7Article 17
The company shall establish sound objectives and systems for
management of finance, operations, and accounting inaccordance with applicable laws and regulations. It shall further,
together with its affiliated enterprises, properly conduct anoverall risk assessment of major banks they deal with andcustomers and suppliers, and implement the necessary control
mechanisms to reduce credit risk.
Article 18
When the company and its affiliated enterprises enter into
inter-company business transactions, a written agreement
governing the relevant financial and business operations
between them shall be made in accordance with the principle offair dealing and reasonableness. Price and payment terms shallbe definitively stipulated when contracts are signed, andnon-arm's length transactions shall be prohibited.
All transactions or contracts made by and between the company
and its affiliated persons and shareholders shall follow the
principles set forth in the preceding paragraph, and improper
channeling of profits is strictly prohibited.
Article 19
A corporate shareholder having controlling power over thecompany shall comply with the following provisions:
1. It shall bear a duty of good faith to other shareholders andshall not directly or indirectly cause the company to conduct
any business which is contrary to normal business practice or
not profitable.
2. Its representative shall follow the rules implemented by ourcompany with respect to the exercise of rights andparticipation of resolution, so that at a shareholders meeting,the representative shall exercise his/her voting right in goodfaith and for the best interest of all shareholders and shall
exercise the fiduciary duty and duty of care of a director.
3. It shall comply with relevant laws, regulations and the articles
of incorporation of the company in nominating directors andshall not act beyond the authority granted by the shareholders
meeting or board meeting.

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4. It shall not improperly intervene in corporate policy making or
obstruct corporate management activities.
5. It shall not restrict or impede the management or productionof the company by methods of unfair competition such as
monopolizing corporate procurement or foreclosing sales
channels.
6. The representative that is designated when a corporateshareholder has been elected as a director shall meet thecompany's requirements for professional qualifications.
Arbitrary replacement of the corporate shareholder'srepresentative is inappropriate.
Article 20
The company shall retain at all times a register of major
shareholders who own a relatively high percentage of shares andhave controlling power, and of the persons with ultimate control
over those major shareholders.
The company shall disclose periodically important information
about its shareholders holding more than 10 percent of theoutstanding shares of the company relating to the pledge,
increase or decrease of share ownership, or other matters thatmay possibly trigger a change in the ownership of their shares.
The major shareholder indicated in the first paragraph refers to
those who owns 5 percent or more of the outstanding shares of
the company or the shareholding stake thereof is on the top 10
list, provided however that the company may set up a lower
shareholding threshold according to the actual shareholding
stake that may control the company.
Chapter III Enhancing the Functions of the Board of Directors
Section 1 Structure of the Board of Directors
Article 21
The board of directors of the company shall direct company
strategies, supervise the management, and be responsible to thecompany and shareholders. The various procedures andarrangements of its corporate governance system shall ensure
that, in exercising its authority, the board of directors complies
with laws, regulations, its articles of incorporation, and theresolutions of its shareholders meetings.

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The structure of the company's board of directors shall be
determined by choosing an appropriate number of board
members, not less than five, in consideration of its business scale,the shareholdings of its major shareholders, and practicaloperational needs.
The composition of the board of directors shall be determined bytaking diversity into consideration. It is advisable that directors
concurrently serving as company officers not exceed one-third of
the total number of the board members, and that an appropriate
policy on diversity based on the company's business operations,operating dynamics, and development needs be formulated andinclude, without being limited to, the following two generalstandards:
1. Basic requirements and values: Gender, age, nationality, andculture.
2. Professional knowledge and skills: A professional background(e.g., law, accounting, industry, finance, marketing,technology), professional skills, and industry experience.
All members of the board shall have the knowledge, skills, andexperience necessary to perform their duties. To achieve the ideal
goal of corporate governance, the board of directors shall possess
the following abilities:
1. Ability to make operational judgments.
2. Ability to perform accounting and financial analysis.
3. Ability to conduct management administration.
4. Ability to conduct crisis management.
5. Knowledge of the industry.
6. An international market perspective.
7. Ability to lead.
8. Ability to make policy decisions.
Article 22
The company shall, according to the principles for the protectionof shareholder rights and interests and equitable treatment ofshareholders, establish a fair, just, and open procedure for theelection of directors, encourage shareholder participation, andadopt the cumulative voting mechanism pursuant to theCompany Act in order to fully reflect shareholders' views.
Unless the competent authority otherwise grants an approval, aspousal relationship or a familial relationship within the second10degree of kinship may not exist among more than half of thedirectors of the company.
When the number of directors falls below five due to thedischarge of a director for any reason, the company shall hold aby-election for director at the following shareholders meeting.
When the number of directors falls short by one-third of the total
number prescribed by the articles of incorporation, the company
shall convene a special shareholders meeting within 60 days ofthe occurrence of that fact for a by-election for director(s).
The aggregate shareholding percentage of all of the directors of
the company shall comply with the laws and regulations.
Restrictions on the share transfer of each director and thecreation, release, or changes of any pledges over the shares heldby each director shall be subject to the relevant laws andregulations, and the relevant information shall be fully disclosed.
Article 23
The company shall specify in its articles of incorporation inaccordance with the laws and regulations of the competentauthorities that it adopts the candidate nomination system forelections of directors, carefully review the qualifications of anominated candidate and the existence of any other matters set
forth in Article 30 of the Company Act, and act in accordancewith Article 192-1 of the Company Act.
Article 24
Clear distinctions shall be drawn between the responsibilities
and duties of the chairperson of the board of the company andthose of its general manager.
The company with a functional committee shall clearly define
the responsibilities and duties of the committee.
Section 2 Independent Director System
Article 25
The company shall appoint three independent directors inaccordance with its articles of incorporation, and shall be not lessthan one-fifth of the total number of directors.
Independent directors shall possess professional knowledge andthere shall be restrictions on their shareholdings. Applicablelaws and regulations shall be observed and, in addition, it is not11advisable for an independent director to hold office concurrently
as a director (including independent director) or supervisor of
more than five other TWSE/TPEx listed companies. Independent
directors shall also maintain independence within the scope of
their directorial duties, and may not have any direct or indirectinterest in the company.
If the company and its group enterprises and organizations, andanother company and its group enterprises and organizations
nominate for each other any director, supervisor or managerial
officer as a candidate for an independent director of the other,
the company shall, at the time it receives the nominations forindependent directors, disclose the fact and explain thesuitability of the candidate for independent director. If thecandidate is elected as an independent director, the company
shall disclose the number of votes cast in favor of the electedindependent director.
The "group enterprises and organizations" in the preceding
paragraph comprise the subsidiaries of the company, any
foundation to which the company's cumulative direct or indirectcontribution of funds exceeds 50 percent of its endowment, andother institutions or juristic persons that are effectively
controlled by the company.
Change of status between independent directors andnon-independent directors during their term of office isprohibited.
The professional qualifications, restrictions on both shareholding
and concurrent positions held, determination of independence,
method of nomination and other requirements with regard to the
independent directors shall be set forth in accordance with the
Securities and Exchange Act, the Regulations Governing
Appointment of Independent Directors and Compliance Matter
for Public Companies, and the rules and regulations of the
Taiwan Stock Exchange or Taipei Exchange.
Article 26
The company shall submit the following matters to the board of
directors for approval by resolution as provided in the Securities
and Exchange Act. When an independent director has adissenting opinion or qualified opinion, it shall be noted in theminutes of the directors meeting:121. Adoption or amendment of the internal control system
pursuant to Article 14-1 of the Securities and Exchange Act.
2. Adoption or amendment, pursuant to Article 36-1 of the
Securities and Exchange Act, of handling procedures forfinancial or operational actions of material significance, suchas acquisition or disposal of assets, derivatives trading,extension of monetary loans to others, or endorsements orguarantees for others.
3. A matter bearing on the personal interest of a director.
4. A material asset or derivatives transaction.
5. A material monetary loan, endorsement, or provision ofguarantee.
6. The offering, issuance, or private placement of any equity-typesecurities.
7. The hiring, discharge, or compensation of an attesting CPA.
8. The appointment or discharge of a financial, accounting, orinternal auditing officer.
9. Any other material matter so required by the competentauthority.
Article 27
The company shall stipulate the scope of duties of the
independent directors and empower them with manpower andphysical support related to the exercise of their power. The
company or other board members shall not obstruct, reject or
circumvent the performance of duties by the independent
directors.
The company shall stipulate the remuneration of the directors
according to applicable laws and regulations. The remunerationof the directors shall fully reflect the personal performance andthe long-term management performance of the company, andshall also take the overall operational risks of the company into
consideration. Different but reasonable remuneration from thatof other directors may be set forth for the independent directors.
Section 3 Functional Committees
Article 28
For the purpose of developing supervisory functions andstrengthening management mechanisms, the board of directorsof the company, in consideration of the company's scale and type13

of operations and the number of its board members, may set up
functional committees for auditing, remuneration, nomination,risk management or any other functions, and based on conceptsof corporate social responsibility and sustainable operation, may
set up environmental protection, corporate social responsibility,
or other committees, and expressly provide for them in thearticles of incorporation.
Functional committees shall be responsible to the board of
directors and submit their proposals to the board of directors forapproval, provided that the performance of supervisor's duties
by the audit committee pursuant to Article 14-4, paragraph 4 of
the Securities and Exchange Act shall be excluded.
Functional committees shall adopt an organizational charter tobe approved by the board of directors. The organizational
charter shall contain the numbers, terms of office, and powers ofcommittee members, as well as the meeting rules and resources
to be provided by the company for exercise of power by thecommittee.
Article 29
The company shall establish an audit committee replacing a
supervisor.
The audit committee shall be composed of the entire number of
independent directors. It shall not be fewer than three persons in
number, one of whom shall be convener, and at least one ofwhom shall have accounting or financial expertise.
The exercise of power by audit committee and independent
directors and related matters shall be set forth in accordance with
the Securities and Exchange Act, the Regulations Governing theExercise of Powers by Audit Committees of Public Companies,
and the rules and regulations of the TWSE or TPEx.
Article 30
The company shall establish a remuneration committee, and it isadvisable that more than half of the committee members be
independent directors. The professional qualifications for thecommittee members, the exercise of their powers of office, theadoption of the organizational charter, and related matters shallbe handled pursuant to the Regulations Governing the
Appointment and Exercise of Powers by the Remuneration
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Committee of a Company Whose Stock is Listed on the Stock
Exchange or Traded Over the Counter.
Article 31
The company is advised to establish and announce channels forinternal and external whistleblowers and have whistleblower
protection mechanisms in place. The unit that handles
whistleblowers' reporting shall be independent, provide
encrypted protection for the files furnished by whistleblowers,
and appropriately restrict access to such files. It shall also
formulate internal procedures and incorporate those procedures
into the company's internal control system for management
purposes.
Article 32
To improve the quality of its financial reports, the company shallestablish the position of deputy to its principal accounting
officer.
To enhance the professional abilities of the deputy accounting
officer of the preceding paragraph, the deputy's continuing
education shall proceed following the schedule of the principal
accounting officer.
Accounting personnel handling the preparation of financial
reports shall also participate in relevant professional
development courses for 6 hours or more each year. Thosecourses may be company internal training activities or may be
professional courses offered by professional development
institutions for principal accounting officers.
The company shall select as its external auditor a professional,
responsible, and independent attesting CPA, who shall perform
regular reviews of the financial conditions and internal control
measures of the company. With regard to any irregularity or
deficiency discovered and disclosed in a timely manner by theauditor during the review, and concrete measures for
improvement or prevention suggested by the auditor, thecompany shall faithfully implement improvement actions. It isadvisable that the company establish channels and mechanismsof communication between the independent directors or audit
committee, and the attesting CPA, and to incorporate procedures

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for that purpose into the company's internal control system for
management purposes.
The company shall evaluate the independence and suitability of
the CPA engaged by the company regularly, and no lessfrequently than once annually. In the event that the company
engages the same CPA without replacement for 7 years
consecutively, or if the CPA is subject to disciplinary action orother circumstances prejudicial to the CPA's independence, thecompany shall evaluate the necessity of replacing the CPA andsubmit its conclusion to the board of directors.
Article 33
It is advisable that the company engage a professional andcompetent legal counsel to provide adequate legal consultation
services to the company, or to assist the directors and the
management to improve their knowledge of the law, for the
purposes of preventing any infraction of laws or regulations by
the company or its staff and ensuring that corporate governancematters proceed pursuant to the relevant legal framework andthe prescribed procedures.
When, as a result of performing their lawful duties, directors or
the management are involved in litigation or a dispute withshareholders, the company shall retain a legal counsel to provide
assistance as circumstances require.
The audit committee or an independent director may retain theservice of legal counsel, CPA, or other professionals on behalf ofthe company to conduct a necessary audit or provide
consultation on matters in relation to the exercise of their power,
at the expense of the company.
Section 4 Rules for the Proceedings and Decision-Making Procedures ofBoard Meetings
Article 34
The board of directors of the company shall meet at least once
every quarter, or convene at any time in case of emergency. To
convene a board meeting, a meeting notice which specifies the
purposes of the meeting shall be sent to each director no later
than 7 days before the scheduled date. Sufficient meeting
materials shall also be prepared and enclosed in the meeting
notice. If the meeting materials are deemed inadequate, a16

director may ask the unit in charge to provide more information
or request a postponement of the meeting with the consent of theboard of directors.
The company shall adopt rules of procedure for board meetings,
which shall follow the Regulations Governing Procedure for
Board of Directors Meetings of Public Companies with regard to
the content of deliberations, procedures, matters to be recordedin the meeting minutes, public announcements, and othermatters for compliance.
Article 35
Company directors shall exercise a high degree of self-discipline.
If a director or a juristic person represented by the director is aninterested party with respect to any proposal for a board meeting,the director shall state the important aspects of the interested
party relationship at the meeting. When the relationship is likely
to prejudice the interests of the company, the director may notparticipate in discussion or voting on that proposal and shallenter recusal during the discussion and voting. The director also
may not act as another director's proxy to exercise voting rights
on that matter.
Matters requiring the voluntary recusal of a director shall beclearly set forth in the rules of procedure for board meetings.
Article 36
When a board meeting is convened to consider any matter
submitted to it pursuant to Article 14-3 of the Securities andExchange Act, an independent director of the company shallattend the board meeting in person, and may not be represented
by a non-independent director via proxy. When an independent
director has a dissenting or qualified opinion, it shall be noted in
the minutes of the board of directors meeting; if the independent
director cannot attend the board meeting in person to voice hisor her dissenting or qualified opinion, he or she should provide awritten opinion before the board meeting unless there are
justifiable reasons for failure to do so, and the opinion shall be
noted in the minutes of the board of directors meeting.
In any of the following circumstances, decisions made by theboard of directors shall be noted in the meeting minutes, and in
addition, publicly announced and filed on the MOPS two hours
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before the beginning of trading hours on the first business day
after the date of the board meeting:
1. An independent director has a dissenting or qualified opinion
which is on record or stated in a written statement.
2. The matter was not approved by the audit committee (if thecompany has set up an audit committee), but had the consent
of more than two-thirds of all directors.
During a board meeting, managers from relevant departments
who are not directors may, in view of the meeting agenda, sit inat the meetings, make reports on the current business conditionsof the company and respond to inquiries raised by the directors.
Where necessary, a CPA, legal counsel, or other professional
may be invited to sit in at the meetings to assist the directors inunderstanding the conditions of the company for the purpose of
adopting an appropriate resolution, provided that they shallleave the meeting when deliberation or voting takes place.
Article 37
Staff personnel of the company attending board meetings shallcollect and correctly record the meeting minutes in detail, as well
as a summary, the method of resolution, and voting results of all
the proposals submitted to the board meeting in accordance with
relevant regulations.
The minutes of the board of directors meetings shall be signed by
the chairperson and secretary of the meeting and sent to eachdirector within 20 days after the meeting. The director
attendance records shall be made part of the meeting minutes,
treated as important corporate records, and kept safe
permanently during the life of the company.
Meeting minutes may be produced, distributed, and preserved
by electronic means.
A company shall record on audio or video tape the entire
proceedings of a board of directors meeting and preserve therecordings for at least 5 years, in electronic form or otherwise.
If before the end of the preservation period referred to in thepreceding paragraph a lawsuit arises with respect to a resolutionof a board of directors meeting, the relevant audio or video
recordings shall be preserved for a further period, in which casethe preceding paragraph does not apply.

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Where a board of directors meeting is held via teleconference orvideo conference, the audio or video recordings of the meeting
form a part of the meeting minutes and shall be preserved
permanently.
When a resolution of the board of directors violates laws,
regulations, the articles of incorporation, or resolutions adopted
in the shareholders meeting, and thus causes an injury to thecompany, dissenting directors whose dissent can be proven byminutes or written statements will not be liable for damages.
Article 38
The company shall submit the following matters to its board of
directors for discussion:
1. Corporate business plans.
2. Annual and semi-annual financial reports, with the exceptionof semi-annual financial reports which, under relevant laws
and regulations, need not be CPA audited and attested.
3. Adoption or amendment to an internal control system
pursuant to Article 14-1 of the Securities and Exchange Act,and evaluation of effectiveness of an internal control system.
4. Adoption or amendment, pursuant to Article 36-1 of the
Securities and Exchange Act, to the handling procedures forfinancial or operational actions of material significance, suchas acquisition or disposal of assets, derivatives trading,extension of monetary loans to others, and endorsements orguarantees for others.
5. The offering, issuance, or private placement of any equity-typesecurities.
6. The performance assessment and the standard of
remuneration of the managerial officers.
7. The structure and system of director's remuneration.
8. The appointment or discharge of a financial, accounting, orinternal audit officer.
9. A donation to a related party or a major donation to a
non-related party, provided that a public-interest donation ofdisaster relief for a major natural disaster may be submitted
to the next board meeting for retroactive recognition.
10. Any matter required by Article 14-3 of the Securities andExchange Act or any other law, regulation, or bylaw to beapproved by resolution at a shareholders meeting or to be19

approved by resolution at a meeting of the board of directors,
or any such significant matter as may be prescribed by thecompetent authority.
Except for matters that must be submitted to the board of
directors for discussion under the preceding paragraph, when
the board of directors is in recess, it may delegate the exercise of
its power to others in accordance with law, regulations, or its
articles of incorporation. However, the level of delegation or thecontent or matters to be delegated shall be clearly specified, andgeneral authorization is not permitted.
Article 39
The company shall ask the appropriate corporate department or
personnel to execute matters pursuant to board of directors'
resolutions in a manner consistent with the planned scheduleand objectives. It shall also follow up on those matters andfaithfully review their implementation.
The board of directors shall remain informed of the progress of
implementation and receive reports in subsequent meetings toensure the actual implementation of the board's management
decisions.
Section 5 Fiduciary Duty, Duty of Care and Responsibility of Directors
Article 40
Members of the board of directors shall faithfully conduct
corporate affairs and perform the duty of care of a goodadministrator. In conducting the affairs of the company, theyshall exercise their powers with a high level of self-discipline andprudence. Unless matters are otherwise reserved by law for
approval in shareholders meetings or in the articles ofincorporation, they shall ensure that all matters are handledaccording to the resolutions of board of directors.
It is advisable that the company formulate rules and proceduresfor board of directors’ performance assessments. Each year, inrespect of the board of directors and individual directors, it shallconduct regularly scheduled performance assessments throughself-assessments or peer-to-peer assessments, and may also do sothrough outside professional institutions or in any otherappropriate manner. A performance assessment of the board of
directors shall include the following aspects, and appropriate
20assessment indicators shall be developed in consideration of thecompany's needs:
1. The degree of participation in the company's operations.
2. Improvement in the quality of decision making by the board of
directors.
3. The composition and structure of the board of directors.
4. The election of the directors and their continuing professional
education.
5. Internal controls.
The
performanceassessmentsofboard
members(self-assessments or peer-to-peer assessments) shall include thefollowing aspects, with appropriate adjustments made on thebasis of the company's needs:
1. Their grasp of the company's goals and missions.
2. Their recognition of director's duties.
3. Their degree of participation in the company's operations.
4. Their management of internal relationships andcommunication.
5. Their professionalism and continuing professional education.
6. Internal controls.
It is advisable that the company conduct performanceassessments of a functional committee, covering the following
aspects, with appropriate adjustments made on the basis of thecompany's needs:
1. Their degree of participation in the company's operations.
2. Their recognition of the duties of the functional committee.
3. Improvement in the quality of decision making by thefunctional committee.
4. The composition of the functional committee, and election andappointment of committee members.
5. Internal control.
The company is advised to submit the results of performanceassessments to the board of directors and use them as reference
in determining compensation for individual directors, theirnomination and additional office term.
Article 41
It is advisable for the company to establish a succession plan forthe management. The development and implementation of such21

plan shall be periodically evaluated by the board of directors toensure sustainable operation.
Article 42
The board of directors is advised to evaluate and monitor thefollowing aspects of the company’s direction of operation andperformance in connection with intellectual properties, to ensure
the company develops an intellectual property regulatory
system in accordance with the Plan-Do-Check-Act cycle:
1. Formulate intellectual property regulatory policies, objectives
and systems that are slightly associated with the operational
strategies.
2. Develop, implement and maintain on the basis of scale andform its regulatory systems governing the procurement,
protection, maintenance and utilization of intellectual
properties.
3. Identify and provide the necessary resources sufficient toensure effective implementation and maintenance of theintellectual property regulatory system.
4. Observe internally and externally the risks and opportunities
that intellectual property regulation may present and adopt
corresponding measures.
5. Plan for and implement a continuous improvement
mechanism to ensure the operation and effects of theintellectual property regulatory regime meet the company's
expectations.
Article 43
If a resolution of the board of directors violates law, regulationsor the company's articles of incorporation, then at the request ofshareholders holding shares continuously for a year or an
independent director to discontinue the implementation of theresolution, members of the board shall take appropriate
measures or discontinue the implementation of such resolution
as soon as possible.
Upon discovering a likelihood that the company would suffermaterial injury, members of the board of directors shallimmediately report to the audit committee, or an independent
director member of the audit committee in accordance with theforegoing paragraph.
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Article 44
The company shall take out directors liability insurance withrespect to liabilities resulting from exercising their duties during
their terms of occupancy so as to reduce and spread the risk ofmaterial harm to the company and shareholders arising from thewrongdoings or negligence of a director.
The company shall report the insured amount, coverage,
premium rate, and other major contents of the liability insurance
it has taken out or renewed for directors, at the next board
meeting.
Article 45
Members of the board of directors are advised to participate intraining courses on finance, risk management, business,
commerce, accounting, law or corporate social responsibility
offered by institutions designated in the Rules Governing
Implementation of Continuing Education for Directors andSupervisors of TWSE/TPEx Listed Companies, which coversubjects relating to corporate governance upon becoming
directors and throughout their terms of occupancy. They shallalso ensure that company employees at all levels will enhancetheir professionalism and knowledge of the law.
Chapter IV Respecting Stakeholders' Rights
Article 46
The company shall maintain channels of communication with its
banks, other creditors, employees, consumers, suppliers,
community, or other stakeholders of the company, respect andsafeguard their legal rights and interests, and designate astakeholders section on its website.
When any of a stakeholder's legal rights or interests is harmed,
the company shall handle the matter in a proper manner and ingood faith.
Article 47
The company shall provide sufficient information to banks andits other creditors to facilitate their evaluation of the operationaland financial conditions of the company and its decision-making
process. When any of their legal rights or interest is harmed, the23company shall respond with a responsible attitude and assist
creditors in obtaining compensation through proper means.
Article 48
The company shall establish channels of communication with
employees and encourage employees to communicate directlywith the management, directors so as to reflect employees'
opinions about the management, financial conditions, andmaterial decisions of the company concerning employee welfare.
Article 49
In developing its normal business and maximizing theshareholders' interest, the company shall pay attention to
consumers' interests, environmental protection of thecommunity, and public interest issues, and shall give serious
regard to the company's social responsibility.
Chapter V Improving Information Transparency
Section 1 Enhancing Information Disclosure
Article 50
Disclosure of information is a major responsibility of thecompany. The company shall perform its obligations faithfully inaccordance with the relevant laws and the related TWSE andTPEx rules.
The company is advised to publish and report its annual
financial report within three months after the end of a fiscal year,
and publish and report its financial reports for the first, second
and third quarters as well as its operating status for each month
before the specified deadline.
The company shall establish an Internet-based reporting systemfor public information, appoint personnel responsible forgathering and disclosing the information, and establish a
spokesperson system so as to ensure the proper and timely
disclosure of information about policies that might affect thedecisions of shareholders and stakeholders.
Article 51
In order to enhance the accuracy and timeliness of the material
information disclosed, the company shall appoint a
spokesperson and acting spokesperson(s) who understand24

thoroughly the company's financial and business conditions andwho are capable of coordinating among departments forgathering relevant information and representing the company inmaking statements independently.
The company shall appoint one or more acting spokespersons
who shall represent the company, when the spokesperson cannot
perform his/her duties, in making statements independently,
provided that the order of authority is established to avoid any
confusion.
In order to implement the spokesperson system, the company
shall unify the process of making external statements. It shallrequire the management and employees to maintain theconfidentiality of financial and operational secrets and prohibit
their disclosure of any such information at will.
The company shall disclose the relevant information
immediately whenever there is any change to the position of a
spokesperson or acting spokesperson.
Article 52
In order to keep shareholders and stakeholders fully informed,
the company shall utilize the convenience of the Internet and set
up a website containing the information regarding thecompany's finances, operations, and corporate governance. It isalso advisable for the company to furnish the financial, corporate
governance, and other relevant information in English.
To avoid misleading information, the aforesaid website shall bemaintained by specified personnel, and the recorded information
shall be accurate, detailed and updated on a timely basis.
Article 53
The company shall hold an investor conference in compliancewith the regulations of the TWSE and TPEx, and shall keep anaudio or video record of the meeting. The financial and businessinformation disclosed in the investor conference shall be
disclosed on the Market Observation Post System and provided
for inquiry through the website established by the company, or
through other channels, in accordance with the TWSE or TPEx
rules.

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Section 2 Disclosure of Information on Corporate Governance
Article 54
The company shall disclose and update from time to time thefollowing information regarding corporate governance in thefiscal year in accordance with laws and regulations and TWSE or
TPEx rules:
1. Corporate governance framework and rules.
2. Ownership structure and the rights and interests ofshareholders (including specific and explicit dividend policy).
3. Structure, professionalism and independence of the board of
directors.
4. Responsibility of the board of directors and managerial
officers.
5. Composition, duties and independence of the audit
committee.
6. Composition, duties and operation of the remunerationcommittee and other functional committees.
7. The remuneration paid to the directors, general manager andvice general manager in the last two fiscal years, the analysisof the percentage of total remuneration to net profit after tax inthe parent company only financial reports or individual
financial reports, the policy, standard and package of
remuneration payment, the procedure for determination of
remuneration and the connection with the operation
performance and future risk. Under special individual
circumstances, remuneration of individual directors shall be
disclosed.
8. The progress of training of directors.
9. The rights, relationships, avenues for complaint, concerns, andappropriate response mechanism regarding stakeholders.
10. Details of the events subject to information disclosure
required by law and regulations.
11. The enforcement of corporate governance, differences
between the corporate governance principles implemented
by the company and these Principles, and the reason for thedifferences.
12. Other information regarding corporate governance.
The company is advised, according to the actual performance ofthe corporate governance system, to disclose the plans and26measures to improve its corporate governance system throughappropriate mechanisms.
Chapter VI Supplementary Provisions
Article 55
The company shall at all times monitor domestic andinternational developments in corporate governance as a basis
for review and improvement of the company's own corporate
governance mechanisms, so as to enhance our effectiveness.
Article 56
The Corporate Governance Best Practice Principles and any
amendments hereto, shall be implemented after approval by theboard of directors on May 12, 2021.

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