Election of Independent Directors

According to the Article 14-2 of Securities and Exchange Act and the Financial Supervisory Commission announcement on March 22, 2011, the amendment of the Article of Corporation of the Company was approved by the 2011 Annual Shareholders’ Meeting to specify the number of independent directors, and independent directors shall be elected pursuant to the candidates nomination system as specified in the Article 192-1 of the Company Law and other matters which shall be effective from the 2014 Annual Shareholders’ Meeting.

Nomination of Independent Directors

According to the Article 192-1 of the Company Law, the Company announced on March 30, 2017 the period for accepting the nomination of independent director candidates, the number of independent directors to be elected, the place designated for accepting the roster of independent director nominees, and other necessary matters. Any shareholder holding 1% or more of the outstanding shares of the Company may nominate candidate(s) for independent directors in writing and that the total number of independent director nominees shall not exceed the number of the independent directors to be elected. Any shareholder qualified to nominate may submit to the Company the name(s) of the independent director nominee(s), and shall send, during the nomination time period from April 17 to April 27, 2017, the name, education background and work experience of the nominee(s), a letter signed by each nominee consenting to act as independent director if elected, a written statement issued by each nominee assuring that he/she is not prohibited from so acting under any of the circumstances set forth in Article 30 of the Company Law, and other relevant documents signed and provided by each nominee to the Stock Department of the Company via registered post sent to the following address: the 2nd.floor, No. 166, Sec. 2, Min-Sheng E. Rd. Taipei, Taiwan, R.O.C.

Information of Candidates

The Company received the list of independent director nominees sent from qualified shareholders during the above-mentioned nomination period. The Board of Directors reviewed the education background, past work experiences and professional qualifications and independence status of the three nominees at the board meeting of May 12, 2017. All were determined to have met the requirements of Articles 2, 3 & 4 of the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies" and paragraph 4 of the Article 192-1 of the Company Law. The Board of Directors approved to list Mr. Yu, Fang-Lai, Chang, Chia-Chee,and Li, Chang-Chou, and as the candidates for independent directors to stand for election at 2017 Annual Shareholders' Meeting. Their academic backgrounds and experiences are listed in the table below:

Name Education Past Work Experience
Yu, Fang-Lai MBA of Institute of Management Science of National Chiao Tung University
Bachelor of Transportation & Communication Management Science of National Cheng Kung University
Director, Evergreen International Storage & Transport Corp.
Director, China Aviation Development Foundation
Chairman, Chunghwa Post Co., Ltd.
Political Deputy Minister, Ministry of Transportation & Communications
Administrative Deputy Minister, Ministry of Transportation & Communications
Chang, Chia-Chee Master degree:
School of Law of National Taiwan University, College of Medicine Institute of Molecular Medicine of National Taiwan University
Bachelor degree:
School of Medicine of National Taiwan University, College of Law of National Taiwan University, Business Administration of National Taiwan University
Independent Director, Evergreen Marine Corporation (Taiwan) Ltd.
Tai-Yang Life Science Business Law Office Attorney-in-Charge
Li, Chang-Chou Master of Accounting, University of Illinois at Urbana-Champaign Partner, PricewaterhouseCoopers, Taiwan
Independent Director:
Kuenling machinery refrigerating Co., LTD. (Taiwan), Axcen Photonics Corp.

Their professional qualifications and independence status are listed in the table below:
Qualifications Meet One of the Following Qualification Requirements, Together with at Least Five Years Work Experience Independence Criteria Concurrently Serving as an Independent Director / Number of Other Public Companies
Name An Instructor or Higher Position in a Department of Commerce, Law, Finance, Accounting, or Other Academic Department Related to the Business Needs of the Company in a Public or Private Junior College, College or University A Judge, Public Prosecutor, Attorney, Certified Public Accountant, or Other Professional or Technical Specialists Who Has Passed a National Examination and Been Awarded a Certificate in a Profession Necessary for the Business of the Company Have Work Experience in the Area of Commerce, Law, Finance, or Otherwise Necessary for the Business of the Company 1 2 3 4 5 6 7 8 9 10
Yu, Fang-Lai     v v v v v v v v v v v 0
Chang, Chia-Chee   v v v v v v v v v v v v 0
Li, Chang-Chou   v v v v v v v v v v v v 2

  1. Not an employee of the Company or any of its affiliated companies.
  2. Not a director or supervisor of the Company or any of its affiliates. Not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.
  3. Not an individual shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of issued shares of the Company or ranking in the top 10 in holdings.
  4. Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in the preceding three subparagraphs.
  5. Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total number of issued shares of the Company or that holds shares ranking in the top five in holdings.
  6. Not a director, supervisor, officer, or shareholder holding 5% or more of the shares, of a specified company or institution that has a financial relationship with the Company.
  7. Not a professional individual who, or an owner , partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides commercial, legal, financial, accounting services or consultation to the Company or any affiliate of the Company, or a spouse thereof. The establishments of a remuneration committee for listed or over-the-counter market trading companies, as well as members of the remuneration committee exercising the powers of Article 7 in the performance of their duties, are not subject to the above restrictions.
  8. Not having a marital relationship, or a relative within the second degree of kinship to any other director of the Company.
  9. Not been a person of any conditions defined in Article 30 of the Company Code.
  10. Not a government, institutional person or its representative as defined in Article 27 of the Company Code.

Result of Election

The Company's Directors was elected at the 2017 Annual Shareholders' Meeting. The three newly elected independent directors are listed as below:
  Name Votes Received
Independent Directors Yu, Fang-Lai 1,520,591,742
Chang, Chia-Chee 1,519,078,594
Li, Chang-Chou 1,516,180,572