II. Scope:

Unless otherwise stipulated by laws or regulations, the selection and appointment of the Company's directors shall be governed by the Procedure.

III. Authority and responsibility unit:

• A. Finance and Accounting Office: Responsible for the formulation and compiling of the Procedure.
• B. Selection and appointment unit: Shareholders' Meeting.

IV. Operation content:

• A. Eligibility for selection and appointment:
  • (A) The overall configuration of the Board of Directors shall be taken into consideration in the selection of the Company's directors.The composition of the Board of Directors should consider diversification and formulate an appropriate diversification policy based on its operation, operation type, and development needs. It should include but not be limited to the following two major standards:
    • 1. Basic qualification and value: Gender, age, nationality, culture, etc.
    • 2. Professional knowledge and skills: Professional background (such as law, accounting, industry, finance, marketing, or technology), professional skills and industry experience, etc.
  • (B) The Board members shall generally have the knowledge, skills, and literacy necessary to perform their duties, and their overall abilities shall be as follows:
    • 1. Operational judgment capability.
    • 2. Accounting and financial analysis capability.
    • 3. Business management capability.
    • 4. Crisis management capability.
    • 5. ndustry knowledge.
    • 6. International market perspective.
    • 7. Leadership capability.
    • 8. Decision-making capability.
  • (C) There shall be no more than half of directors who are the spouse of or within the second degree of kinship.
  • (D) The Company's Board of Directors shall consider adjusting the composition of Board members based on the results of performance evaluation.
  • (E) The qualifications of the Company's independent directors shall comply with the provisions of Article 2, Article 3, and Article 4 of the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies."
• B. Method of election and appointment:
  • (A) The election of the Company's directors shall be subject to the procedures of the candidate nomination system as stipulated in Article 192-1 of the Company Act.
    When the number of directors falls below five due to the dismissal of a director for any reason, the Company shall hold a by-election for director at the next following Shareholders' Meeting.When the number of directors falls short by one-third of the total number prescribed by regulations, the Company shall convene an interim Shareholders' Meeting within 60 days of the occurrence of that fact to hold a by-election for directors.Where the number of independent directors is less than that required under the proviso to Article 14-2, paragraph 1 of the Securities and Exchange Act, a by-election for independent directors shall be held at the next following shareholders' meeting. When all independent directors have been dismissed, it shall convene an interim shareholders' meeting to hold a by-election within 60 days from the date on which the situation arose.
  • (B) The election of the Company's directors shall adopt the cumulative voting system. The number of votes exercisable in respect of one share shall be the same as the number of directors to be elected, and the total number of votes per share may be consolidated for the election of one candidate or may be split for the election of two or more candidates.
  • (C) The Board of Directors shall prepare ballots equal to the number of directors to be elected, fill in the number of votes, and distribute them to the shareholders attending the shareholders' meeting. The names of the voters may be replaced by the attendance card numbers printed on the ballots.
  • (D) The voting rights of independent directors and non-independent directors shall be calculated respectively according to the number of the Company's directors specified in the Articles of Incorporation. Those who received more ballots cast representing voting rights are elected in turn. If two or more candidates get the same vote and exceed the prescribed quota, it shall be determined by drawing lots by those who have the same vote, and the Chair shall draw lots on behalf of those who are not present.
  • (E) Before the start of the election, the Chair shall appoint several scrutineers and tellers to fulfill relevant duties.Among them, the scrutineers shall have shareholder status, and the ballot box shall be prepared by the Board of Directors and shall be opened for inspection by the scrutineers in public before voting.
  • (F) The ballot shall be invalid in case of any of the circumstances in the left column:
    • 1. Where the ballot is not prepared by the convener.
    • 2. Where a blank ballot is put into a ballot box.
    • 3. Where the handwriting is blurred and unrecognizable or has been altered.
    • 4. Where the filled candidates for election are inconsistent with the roster of director candidates.
    • 5. Where words other than the number of election votes assigned are filled in.
  • (G) Votes shall be counted on the spot after the voting is completed. The result of balloting shall be announced at the scene by the Chair or designated emcee, including the list of elected directors and the number of their elected votes.
    The ballots for the election matters referred to in the preceding paragraph shall be sealed and signed by the scrutineers and kept properly for at least one year.However, if a shareholder files a lawsuit pursuant to Article 189 of the Company Act, it shall be retained until the conclusion of the litigation.
  • (H) A notice of election shall be issued by the Board of Directors of the Company to the elected directors.

V. Enter into force:

The Procedure shall enter into force upon approval by the Shareholders' Meeting, and the same shall apply to amendments.

VI. Relevant documents:

• A. The establishment of independent directors and the measures to be followed
• B. Corporate Governance Best Practice Principles

VII. Implementation and amendment history:

• A. It was first formulated on November 28, 1994 and approved by the interim Shareholders' Meeting.
• B. The first amendment was approved by the Shareholders' Meeting on June 19, 2009.
• C. The second amendment was approved by the Shareholders' Meeting on June 22, 2015.
• D. The third amendment was approved by the Shareholders' Meeting on July 27, 2021.