Board of Directors

Corporate Governance

Board of Directors

Responsibilities & Decision-Making

As the company's highest governance body and decision-making center, the Board of Directors is responsible for appointing and supervising management, preventing conflicts of interest, and ensuring regulatory and corporate compliance to maximize shareholder value. Meeting at least quarterly, the Board reviews management performance reports to determine future operating principles and major strategic policies.

Board Composition & Diversity

The company enforces a Board Diversity Policy tailored to its business model and strategic needs, ensuring members possess essential professional expertise. The Board currently comprises 7 directors, including 4 independent directors. Their diverse expertise across finance, law, and industry strongly supports sound business decision-making and long-term strategic planning.

Governance Oversight & Functional Committees

The Chairman maintains close communication with all directors to advance corporate governance. To enhance oversight and internal controls, the company has established an Audit Committee and a Remuneration Committee pursuant to law. These functional committees review key proposals before submitting them to the Board, ensuring objective external supervision, optimizing board efficiency, and safeguarding shareholder interests.

Job Title	Name	Gender / Age	Main Academic Qualifications	Currently Holding Positions in the Company and Other Companies
Chairman	Huayuan Industrial Co., Ltd. Chen Yingzhi	male / 41~50	Master's degree from Harvard University School of Design Hushan Industrial Co., Ltd. Chairman and General Manager	General Manager of the Company Director of Hushan Autoparts Inc.(USA) Representative of Hushan Autoparts (Vietnam) Company Limited Director of Huayuan Industrial Co., Ltd. Director of Yuansan Industrial Co., Ltd. Director of Huyou Co., Ltd. Director of Hu Yuan Limited Supervisor of Yingyuan Investment Co., Ltd. Supervisor of Yingyou Investment Co., Ltd. Supervisor of Meizhu Investment Co., Ltd. Supervisor of Meiyu Investment Co., Ltd. Supervisor of Mijing Investment Co., Ltd.
Director	Huyou Co., Ltd. Chen Wangmeihan	female / 41~50	Bachelor of Psychology, University of Victoria, Canada Hushan Industrial Co., Ltd. Executive Vice President and Director of General Management Department	Executive Vice President and Director of the General Management Department of the Company Chairman of Yingyuan Investment Co., Ltd. Chairman of Yingyou Investment Co., Ltd. Chairman of Meizhu Investment Co., Ltd. Chairman of Meiyu Investment Co., Ltd.
Director	Jinsheng Co., Ltd. Chen Guoquan	male / 41~50	Master of Marketing, University of Queensland, Australia	Special assistant to the general manager of the company Chairman of Mijing Investment Co., Ltd.
Independent Director	Huang Qiongyu	male / 51~60	Department of Economics, National Taiwan University Vice President of Investment Department of China Trust Venture Capital Co., Ltd. Assistant Manager of the Investment Department of Yiding Venture Capital Management (Co., Ltd.) Manager of Investment Department of Chailease Holdings (Co., Ltd.)	Independent Director of Ruiyun Technology Co., Ltd. Independent Director of Canghe Co., Ltd. Independent Director of Novel Biomedical Co., Ltd.
Independent Director	Jiang Weilong	male / 41~50	Master of Business Administration, School of Management, National Chiao Tung University Associate President of Taiwan Shin Kong International Venture Capital Co., Ltd.	Chief Strategy Officer, Yongzhang Technology Co., Ltd. Director of Pan Asia International Enterprise Co., Ltd. Supervisor of Youyong Co., Ltd.
Independent Director	Zhuang Guoming	male / 61~70	Department of Law, National Chung Hsing University The 17th batch of Judicial Officers Training Institute completed Judge, New Taipei District Court, Taiwan Judge of Chiayi District Court, Taiwan	Lawyer at Changjiang Dafang International Law Firm
Independent Director	Cheng Shoushan	female / 51~60	Master of Business Administration, George Washington University Managing Director of GCA Taiwan subsidiary, GCA Financial Consulting Co., Ltd. Deputy General Manager, KPMG Financial Consulting Co., Ltd. Deputy General Manager of the Hong Kong subsidiary of Nomura Asset Management Co., Ltd.	Independent Director of Zhenhua Electronics Co., Ltd.

Name of Major Shareholder	Number of Shares Held	Shareholding Ratio
Huayuan Industrial Co., Ltd.	13,294,595	19.34%
tiger yuan co., ltd.	7,832,722	11.39%
Huyou Co., Ltd.	7,822,722	11.38%
Jinsheng Co., Ltd.	4,653,849	6.77%
Chen Guoquan	4,412,923	6.42%
Chen Yingzhi	3,710,938	5.40%
Chen Luyuan	2,629,976	3.83%
Zhang Huiping	2,217,030	3.22%
Chen Luyou	2,141,126	3.11%
Chen Chunxie	2,112,930	3.07%

Board Responsibilities

The company's operational plan, strategic direction and goals.

Annual financial report and semi-annual financial report.

Develop or amend internal control systems.

stipulate or amend the acquisition or disposal of assets, engage in derivatives transactions, lend funds to others, and provide services to others

Procedures for handling major financial business activities that endorse or provide guarantees.

Job title	Name	Actual number of seats	Actual attendance rate (%)
Chairman	Chen Yingzhi	4	100
Director	Chen Wangmeihan	4	100
Director	Chen Guoquan	4	100
Independent Director	Huang Qiongyu	4	100
Independent Director	Jiang Weilong	4	100
Independent Director	Zhuang Guoming	4	100
Independent Director	Cheng Shoushan	2	50

Other matters that should be recorded
Important resolutions are as follows

meeting date	session	Important resolutions
113/03/01	The 1st session of the 16th session Board of Directors	Approval of the election of the 16th Chairman of the Company Establishing a salary and remuneration committee and appointing a salary and remuneration committee member Approved the amendment to the 113-year audit plan
113/04/10	The 2nd session of the 16th session Board of Directors	Apply for stock listing to Taiwan Stock Exchange Co., Ltd. Handle the case of cash capital increase and new share underwriting before initial listing Approved the individual and consolidated financial statements and business reports for 2012 Passed the payment of directors' remuneration and employee remuneration case in 2012 Pass the 2012 surplus distribution plan Passed the 2012 "Internal Control System Effectiveness Assessment" and "Internal Control System Statement" cases Approved the election of an additional independent director Approval of the nomination and review of the list of independent director candidates by the board of directors Passed the proposal to lift the non-competition restrictions of the new independent directors Appointment of Ms. Chen Kaishen as the company's chief financial officer and spokesperson Appointment of Ms. Xie Qiaohui as the company's internal audit supervisor Approved the revision of some articles of the company's "Articles of Association" Case of assessing the company's ability to prepare its own financial reports Passed the formulation of the company's "Remuneration Measures for Directors and Managers" and "Measures for the Performance Evaluation and Management of Directors and Managers" Passed the review of the company's manager salary matters Approved the formulation of the company's "Board of Directors Performance Evaluation Methods" Approved the formulation of the company's "Standard Operating Procedures for Handling Directors' Requests" Passed the formulation of the company's "Integrity Business Code", "Ethical Code of Conduct", and "Integrity Business Operation Procedures and Conduct Guidelines" Passed the formulation of the company's "Code of Practice for Sustainable Development", "Code of Corporate Governance", and "Transaction Procedures for Group Enterprises, Specific Companies and Related Persons" Adopted measures such as formulating "operating standards related to financial business between related parties" Approved the amendment to the "Approval Authority List" Pass the assessment of the independence and competency of the certification accountant Through Vietnam Hushan Subsidiary, we will not undertake business cases such as capital loans to others, acceptance of shareholder proposals, nomination of independent director candidates, acceptance period and handling of cases. Approved matters related to convening the company's 113th regular shareholders' meeting
113/08/13	The 3rd time of the 16th session Board of Directors	Approved the consolidated financial report for the second quarter of 2013 By signing the "over-allotment and lock-up period agreement for specific shareholders" with the lead underwriter before the initial listing, and coordinating the voluntary collective insurance case for specific shareholders Appointment of accounting manager Su Jiahui as the company's corporate governance manager Request the board of directors to authorize independent directors to sign the case through the internal audit report Approved the 2012 Directors' Remuneration Payment Plan Approved the 112-year 113-year employee remuneration payment case Approved the revision of the company's internal control system and "Approval Authority List" Through Vietnam Hushan Subsidiary, we will not undertake business cases such as capital loans to others, endorsement guarantees, and derivatives transactions. The American Hushan subsidiary does not undertake business cases such as loaning funds to others, endorsement guarantees, and derivatives transactions. Passed the "Procedure Management Measures for the Acquisition or Disposal of Assets" of the American Hushan subsidiary and formulated the internal control system approval authority form Apply for a credit line from First Commercial Bank Approved the budget proposal for the construction of the factory and office building (location number: 58-65) of the local committee Termination of real estate use rights assets - Daliao Road employee dormitory leasing case Approved the revision of the company's 2013 audit plan
113/09/18	The 4th time of the 16th session Board of Directors	Case of assessing the company's ability to prepare financial reports on its own By issuing the company's internal control system statement and self-assessment implementation results report By issuing the company's financial forecast for the fourth quarter of 2013 and the first quarter of 2014 Pass the 112-year CPA appointed accountant's remuneration, appointment and independence assessment case Approved the amendment to the company's "Seal Management Measures" Approved the revision of the company's "Procurement and Payment Cycle Approval Authority Table" Apply for a credit line from Changhua Commercial Bank through our company Approved the formulation of the company's "Risk Management Policies and Procedures" Approved the amendment to the company's "Code of Corporate Governance Practice"

Corporate Governance