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      4. Board of Directors

        T.H. Tung/Chairman

        Mr. T.H. Tung is the Chairman and Group CEO of Pegatron Corporation, and he is also the director of Kinsus Interconnect Technology Corp., Asrock Incorporation etc. He was one of the co-founders of Asustek Computer Inc. and served as vice chairman of Asustek Computer Inc. before joining Pegatron Corporation. He holds an honorary PH.D. in engineering and a master’s degree in computer and communication engineering from National Taipei University of Technology.

        Jason Cheng/Deputy Chairman

        Mr. Jason Cheng is the Deputy Chairman and Deputy Group CEO of Pegatron Corporation, and he is also the chairman of Casetek Holdings Limited and the director of Pegatron Corporation, AzureWave Technologies Inc., etc. He served as vice president of Asustek Computer Inc. before joining Pegatron Corporation. He holds a master’s degree in electrical engineering from University of Southern California.

        S.J. Liao/Director

        Mr. S.J. Liao is the President and CEO of Pegatron Corporation, and he is also the president of Pegatron Japan Inc. and the director of AMA Precision Inc., etc. He served as chief operating officer of Pegatron Corporation before. He holds a bachelor's degree in industrial and business management from Tatung Institute of Technology.

        C.I. Chia/Director

        Mr. C.I. Chia is the director and the independent director of Yangtze Associates and Ardentec Corporation respectively. He served as vice president of Citibank Taipei Branch and then served as the president of Individual Financial Services Group of Bank SinoPac. He holds a MBA from University of Wisconsin.

        Dr. C.V. Chen/Director

        Dr. C.V. Chen is the senior partner of Lee and Li Attorneys-at-Law. He served as the vice chairman of Straits Exchange Foundation and the president of Red Cross Society of the Republic of China before. He holds a LL.M. from University of British Columbia, and a LL.M. and a S.J.D. from Harvard Law School.

        Dr. T.K. Yang/Director

        Dr. T.K. Yang is the director of Asustek Computer Inc and Taiwan Stock Exchange, etc., and the independent director of DBS BANK. He served as the political deputy minister of the Ministry of Finance, chairman of Bank of Taiwan, executive secretary of National Development Fund, and president of China Development Industrial Bank before. He holds a PH.D. in business management from National Chengchi University.

        DAI-HE Investment Co., Ltd. Rep.: Dr. S.Chi/Director

        Dr. S.Chi is the independent director of SinoPac Holdings and SinoPac Securities Corp., etc. He served as chairman of Taiwan Stock Exchange, premier of Taiwan Academy of Banking and Finance, and deputy chairman of Asia-Pacific Economic Cooperation (APEC) before. He holds a master's degree in economics from National Taiwan University and a PH.D. in economics from Case Western Reserve University.

        HONG-YE Investment Co., Ltd. Rep.: E.L. Tung /Director

        Miss. E.L. Tung holds a Master’s degree in Mass Communication, New York Institute of Technology (NYIT).

        C.B. Chang/Independent Director

        Mr. C.B. Chang is the director of Polytronics Technology Corp and the independent director of Raydium Semiconductor Corp., etc. Mr. Chang served as vice president at China Industrial Development Bank before. He holds a bachelor’s and a master’s degree in statistics from National Chengchi University.

        C.P. Huang/Independent Director

        Mr. C.P. Huang is the independent director of Kinsus Interconnect Technology Corp. and also the president and general manager of Havix Electronics Co., Ltd. He holds a degree in electrical engineering from National Taipei Institute of Technology.

        C.S. Yen/Independent Director

        Mr. C.S. Yen is the chairman of The Alliance Cultural Foundation and served as the group president of Landis Hotels and Resorts and the country manager of American Express Inc. Taiwan before. He holds a diploma from Provincial Keelung Senior High School.

        Professional Qualifications and Independence Analysis of the Board Directors

        Met One of the Following Professional Qualification Requirements with at Least Five Years Work Experience

         
        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 Specialist 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 Areas of Commerce, Law, Finance, or Accounting, or Otherwise Necessary for the Business of the Company
        T.H. Tung
        -
        -
        V
        Jason Cheng
        -
        -
        V
        C.I. Chia
        -
        -
        V
        C.V. Chen
        V
        V
        V
        T.K. Yang
        V
        V
        V
        S. Chi
        V
        -
        V
        S.J. Liao
        -
        -
        V
        C.B. Chang
        -
        -
        V
        C.B. Huang
        -
        -
        V
        C.S. Yen
        -
        -
        V

        Independence Criteria(Note)

         
        1
        2
        3
        4
        5
        6
        7
        8
        9
        10
        Number of Other Public Companies in Which the Individual is Concurrently Serving as an Independent Director
        T.H. Tung
        -
        -
        -
        V
        V
        V
        V
        V
        V
        V
        0
        Jason Cheng
        -
        -
        V
        V
        V
        V
        V
        V
        V
        V
        0
        C.I. Chia
        V
        V
        V
        V
        V
        V
        V
        V
        V
        V
        1
        C.V. Chen
        V
        V
        V
        V
        V
        V
        -
        V
        V
        V
        0
        T.K. Yang
        V
        V
        V
        V
        -
        V
        V
        V
        V
        V
        2
        S. Chi
        V
        V
        V
        V
        V
        V
        V
        V
        V
        -
        3
        S.J. Liao
        -
        -
        V
        V
        V
        V
        V
        V
        V
        -
        0
        C.B. Chang
        V
        V
        V
        V
        V
        V
        V
        V
        V
        V
        3
        C.B. Huang
        V
        V
        V
        V
        V
        V
        V
        V
        V
        V
        1
        C.S. Yen
        V
        V
        V
        V
        V
        V
        V
        V
        V
        V
        1

        Note 1: The independence criteria corresponding boxes are ticked to indicate whether the directors or supervisors had met any of the following conditions during the two years prior to being elected or during the term of office:
        1. Not an employee of the Company or any of its affiliates.
        2. Not a director or supervisor of the Company or any of its affiliates. The same does not apply, however, in cases where the person is an independent director of the Company, its parent company, or any subsidiary as regulated by local governing body.
        3. Not a natural-person 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 outstanding 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 fifth 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 outstanding 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 share, of a specified company or institution that has a financial or business 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 to any affiliate of the Company, or a spouse thereof.
        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 Law.
        10. Not a governmental, juridical person or its representative as defined in Article 27 of the Company Law.

        Diversity of Board Members

         
        Operation management
        Technology
        Accounting & Commerce
        Law
        Crisis management
        Industry knowledge
        International market opinion
        Leadership decisions
        Operation judgment
        T.H. Tung
        V
        V
        V
        -
        V
        V
        V
        V
        V
        Jason Cheng
        V
        V
        V
        -
        V
        V
        V
        V
        V
        C.I. Chia
        V
        V
        V
        -
        V
        V
        V
        V
        V
        C.V. Chen
        V
        -
        V
        V
        V
        V
        V
        V
        V
        T.K. Yang
        V
        V
        V
        -
        V
        V
        V
        V
        V
        S. Chi
        V
        -
        V
        -
        V
        V
        V
        V
        V
        S.J. Liao
        V
        V
        V
        -
        V
        V
        V
        V
        V
        C.B. Chang
        V
        V
        V
        -
        V
        V
        V
        V
        V
        C.B. Huang
        V
        V
        V
        -
        V
        V
        V
        V
        V
        C.S. Yen
        V
        -
        V
        -
        V
        V
        V
        V
        V
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