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公司治理
Corporate Governance

Independent Directors

Independent Directors

(1) Nomination Means

In accordance with Article 192-1 of Securities Transaction Law, the Company

announced that it would take independent director nomination made by the

shareholder with 1% or more shareholding, and the nomination would be

processed within ten days.

(2) Nomination Process

The board of directors would prepare complete candidate information and

certified documents to propose nomination to the Company during the

nomination-processing period.

(3) Candidate information

NameCHIANG, HAI-PANGHSIEH, WAN-HUACHIN, WEI-CHUN

Educational background

Ph.D. National Taiwan University-Electrical Engineering

Master of Accounting and Taxation- Feng Chia University

Ph.D. University of Washington

Working experience

Director, Institute of Optoelectronic Sciences, National Taiwan Ocean University

Professor, National Taiwan Ocean University- Optoelectronic and Materials Technology Supervisor, Taiwan Optical Engineering Society

Adjunct Research Fellow, National Applied Research Laboratories

Adjunct Research Fellow, Institute of Physics, Academia Sinica

CPA, Wan-Shin CPA Firm Tax Law Instructor, San Min Learning center Tax Law Instructor, Zhiguang Group

University of California, Merced Professor

Current position

Distinguished Professor, National Taiwan Ocean University-Optoelectronic and Materials Technology

CPA, Wan-Shin CPA Firm Tax Law Instructor, San Min Learning center Tax Law Instructor, Zhiguang Group

University of California, Merced Professor

Shareholding

None

None

None

(4) Selection & appointment process and result

After voting at the shareholders' meeting, CHIANG, HAI-PANG, HSIEH, WAN-HUA, and CHIN, WEI-CHUN were elected to be the three independent directors of the Company.

(5) Qualification of independent directors.

QualificationCHIANG, HAI-PANGHSIEH, WAN-HUACHIN, WEI-CHUN

One、Possessed of one of the following professional qualifications, with working experience of at least five years：

      

1：Be a lecturer or in a higher position at the department of business, law, finance, accounting, or other related fileds at a public or private university.

V

  

V

2：Passing national exam to obtain certificate of a judge, prosecutor, lawyer, accountant or other professional experts or technicians.

   V  

3：With working experience in business, legal affairs, finance, accounting, or other professional fields related to corporate operation.

V

V

V

Two、No records about the following:

      

1：The situations stated in Article 30 of Company Act.

V

V

V

2：To be elected at a status as a representative of government, institutional investor, or others in accordance with Article 27 of Company Act.

V

V

V

Three、Without following records during current and previous tenures:

      

1：Be an employee at the Company or its affiliate.

V

V

V

2：Be a director or supervisor of the Company or its affiliate. The independent director at the Company, its parent company, or any subsidiary or affiliate where the Company owns a voting right by directly or indirectly holding a 50% stake or more.

V

V

V

3：Among the Company's top ten individual shareholders or the shareholder who holds 1% or more of the Company's publicly-issued shares by himself (herself), spouse, juvenile children, or under the name of other people.

V

V

V

4：Be a spouse, tier-2 relative, or tier-3 direct relative of the any of the persons in the 1〜3 lists.

V

V

V

5：Be a director, supervisor, or employee of the Company's top-5 institutional investors or an institution which directly holds 5% or more of the Company's publicly-issued shares.

V

V

V

6：Be a director, supervisor, manager, or a major shareholder with a 5% or more stake of a company with financial or business links with Megaforce.

V

V

V

7：Among the professional experts or the sole owner, partners, directors, supervisors, managers, and their spouses of a company which provides business, legal, financial, or accounting consulting services to Megaforce. Members of the reward committee of a company which issues stocks to be traded on the stock exchange or the reward committee members who exercise rights in accordance with Article 7 of the "Regulations Governing Exercise of Powers by Reward Committee" are not subject to this regulation.

V

V

V

For、Serving as an independent director for no more than three of those companies which issue stocks for public trading.

V

V

V
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