Corporate Governance

Information pertaining to the election of independent directors (in accordance with the Securities and Exchange Act)

I. Nomination and Election

As stated in Paragraph 1 of Article 14-2 of the Securities and Exchange Act: “A company that has issued stock in accordance with this Act may appoint independent directors in accordance with its articles of incorporation. The Competent Authority, however, shall as necessary in view of the company's scale, shareholder structure, type of operations, and other essential factors, require it to appoint independent directors, not less than two in number and not less than one-fifth of the total number of directors.” Therefore, the Company’s Articles of Incorporation stipulates that the Taiflex Board of Directors shall be three independent directors at least, who are selected through a nomination and election process.

II. Nomination Process

Pursuant to the Article 192-1 of Company Act, Taiflex publicly announced on the Market Observation Post System that shareholders who hold 1% or more of the total number of shares issued by the Company are qualified to submit in writing a roster of independent director candidates to the Company between January 11th, 2020 and January 20th, 2020. During the nomination period, no shareholders proposed a list of candidates for directors (including independent directors). The board of directors proposes the list of candidates for the 9th directors (including independent directors).

III. Candidate backgrounds

The list of the 9th directors nominated by the board of directors is as follows:

Title	Name	Academic Qualifications and Principal Work Experience	Positions Held Concurrently In The Company and/or Any Other Company
Independent Director	Wen-I Lo	Master of Business Administration, National ChengChi University Independent Director of Allied Biotech Corporation Corporate Representative Supervisor of AMPAK Technology Inc. Corporate Representative Supervisor of REC Technology Corporation Vice President of CDIB Capital Management Corporation President of China Venture Management, Inc. President of R.O.C. Strategic Company Ltd. President of R.O.C. Venture Co., Ltd.	Independent Director of Taiflex Scientific Co., Ltd. Remuneration Committee member of ADO Optronics Corporation Corporate Representative Director of Gemtek Technology Co., Ltd. Chairperson of FengYi Capital Management Co., Ltd. Chairperson of CSX Material Co., Ltd. Corporate Representative Director of PCL (Hsinchu) Co., Ltd.
Independent Director	Duen-Jen Cheng	Ph.D. in Materials Science, National Cheng Kung University	Director and CEO of INPAQ Technology Co., Ltd. Chairperson of APAQ Technology Co., Ltd. Supervisor of King Polytechnic Engineering Co., Ltd. Supervisor of Bioptik Technology Inc. CTO of Walsin Technology Corporation Director and Technical Director of APAQ Technology Co., Ltd. Senior R&D manager of Cyntec Co., Ltd. Principal researcher of Material Research Laboratories, Industrial Technology Research Institute
Independent Director	Shi-Chern Yen	Ph.D. in Chemical Engineering, University of Wisconsin Independent Director of LandMark Optoelectronics Corporation	Independent Director of Taiflex Scientific Co., Ltd. Adjunct professor of Chemical Engineering, National Taiwan University Independent Director of Shin Foong Specialty and Applied Materials Co., Ltd. Remuneration Committee member of Subtron Technology Co., Ltd.

	At least Five Years of Work Experience And Following Qualifications			Independence Status (*1)
Qualifications Name	An Instructor or Higher Position in Commerce, Law, Finance Accounting or Other Department Relevant to Company Operations (of Either Public or Private University/ College)	Judge, Public Prosecutor, Lawyer, Accountant or Other Professional or Technical Specialists With a National Examination Certificate in a Profession Necessary to Company Operations	Work Experience in the Field of Commerce, Law, Finance, Accounting or Other Area Relevant to Company Operations	1	2	3	4	5	6	7	8	9	10
Wen-I Lo	No	Yes	Yes	v	v	v	v	v	v	v	v	v	v
Duen-Jen Cheng	No	No	Yes	v	v	v	v	v	v	v	v	v	v
Shi-Chern Yen	Yes	Yes	Yes	v	v	v	v	v	v	v	v	v	v

*1: Check in each box if the following conditions apply to the director/supervisor two years prior to the election and during term of office.

(1) The director/supervisor is not an employee of the Company or any of its affiliated companies.
(2) The director/supervisor does not serve as member of the Board of Directors or supervisor of the Company or any of its affiliated companies. This does not apply to those who serve as an independent director of the Company, its parent company or any subsidiary company, which the Company owns directly or indirectly over 50% of its voting shares.
(3) The director/supervisor, his or her spouse or any minor children, or, under the name of another party, does not hold 1% or more of the Company’s issued shares, or does not be one of the Company’s top ten largest natural-person shareholders.
(4) The director/supervisor is not the spouse, relative within the second degree of kinship, or lineal relative within the fifth degree of kinship of any of the persons mentioned in the preceding three conditions.
(5) The director/supervisor does not serve as a director, supervisor or employee of a corporate shareholder that holds 5% or more of the issued shares of the Company, or serve as a director, supervisor or employee of a corporate shareholder which is the Company’s top five largest natural-person shareholders.
(6) The director/supervisor does not serve as a director, supervisor or manager of the company which has financial or business relationships with the Company, or as a shareholder holding 5% or more shares of the company that has financial or business relationships with the Company.
(7) The director/supervisor does not serve as a professional or an owner, partner, director, supervisor, manager or the spouse thereof, that provides commercial, legal, financial, accounting services or consultation to the Company or any of its affiliations.
(8) The director/supervisor does not have a marital relationship with, or is related within the second degree of kinship to any other director of the company.
(9) The director/supervisor is not defined by any of the conditions listed in Article 30 of the Company Act.
(10) The elected individual is not a governmental, juridical person or its representative as defined in Article 27 of the Company Act.

IV. Election process and results

The 9th Board of Directors was elected at the 2020 Taiflex Annual Shareholders' Meeting. The newly elected board is composed of nine directors, including three new independent directors: Mr. Wen-I Lo, Hsu, Mr. Duen-Jen Cheng and Mr. Shi-Chern Yen.

Election results of the three independent directors are as follows:

Title	Candidate	Votes obtained
Independent Director	Chein-Ming, Hsu	124,670,227
Independent Director	Wen-I Lo	124,661,107
Independent Director	Shi-Chern Yen	124,606,239