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Composition of The 14^th Term for The Board Of Directors

Title	Name	Education/Experiences	Con-Current Job Posts
Chairman	Barry Lam	Master Degree in Electrical Engineering, Honorary Doctorate, and Outstanding Alumni at the National Taiwan University Honorary Doctorate at the National Tsing Hua University, Taipei Medical University, National Chiao Tung University, City University of Hong Kong, The Hong Kong Polytechnic University, and Asia University. President of Kinpo Electronics	Chairman of: QVCL, QCTI, Quanta Cloud Technology Inc., AIC, QCA, QCH, CIANYU Investment Ltd., Quanta Culture & Education Foundation, Quanta Arts Foundation, and Quanta AI Medical Foundation. Managing Director at SINOCON Director of: QIL, QAL, QMI, QSI-USA, QCTC, CDIB, and Lung Yingtai Cultural Foundation. Member of the council of CNAIC Board of Director & Vice President of the Institute for Biotechnology and Medicine Industry (IBMI)
Vice Chairman	C. C. Leung	Honorary Doctorate at the National Chiao Tung University Bachelor Degree in Physics at the National Taiwan University Vice President of Kinpo Electronics Vice President of Compal Computer	President of Quanta Computer Inc. Chairman of : QMIT, QMI, QSI-USA, QMN, QSN, QCN, QCHN, QADC, QCJK Director of: Quanta Cloud Technology Inc., RTK, AIC, QCA, QCJ, QCG, QCTG, QMB, QCTS, QDL, QIT, Q_Bus, Tech Chain Ltd., QDL(HK), TCLHK Director & President of QCH
Director	C. T. Huang	Bachelor Degree in Electrical Engineering at the Chung Yuan Christian University Factory Director of Kinpo Electronics	EVP of Quanta Computer Inc. Chairman of: TFC, TCC, TWW, TLC, TGC, TTC, TNC, TFQ, TWQ, ZYES, YDCQ, TCQ, QSS, QCT (Beijing) Co., Ltd., and Dongguan Shuang-Ying Photoelectric Technology Co., Ltd., and QMH Director of QMB & QSI
Director	Elton Yang	MBA at National Chengchi University Bachelor of International Business at the National Taiwan University CFO at Quanta Display Inc. VP at Citibank	CFO & SVP of Quanta Computer Inc. Director & President of: TFC, TCC, TWW, TLC, TGC, TTC, ZYES, TNC, TFQ, TWQ, YDCQ, TCQ, QCTBJ Director of: QSI, RTK, QMB, QCE, DGT, KSH, SJDT, Dongguan Shuang-Ying Photoelectric Technology Co., Ltd., CDIB BioScience Venture Management, CDIB Capital Innovation Accelerator Co., Ltd., and Quanta Culture & Education Foundation.
Independent Director	Hung Ching Lee	Master Degree in Finance and Law at the Chung Yuan Christian University Bachelor Degree in Accounting at the Chung Yuan Christian University Vice President of TCB Bank Securities Corp. Senior Vice President at Capital Securities Corp. Assistant Manager at the Taiwan Stock Exchange Corp. Independent Director, Member and Chair of the Audit Committee and Remuneration Committee at Roo Hsing Co., Ltd. (4414.TW) Independent Director, Member of the Audit Committee and Remuneration Committee at Chuwa Wool Industry Co., Ltd. (1439.TW) and Kee Song Bio-Technology Holdings Limited (KY1258)	Member and Chair of the Audit Committee & Remuneration Committee at Quanta Computer Inc. Chariman of Kayee International Group Co., Ltd. (KY2939)
Independent Director	Dr. Pisin Chen	Doctoral Degree in Theoretical Particle Physics at the University of California, Los Angeles (UCLA) Professor of Physics at the National Taiwan University	Member of the Audit Committee at Quanta Computer Inc. Chair Professor at the Leung Center for Cosmology and Particle Astrophysics, National Taiwan University Permanent member at the Kavli Institute for Particle Astrophysics and Cosmology (KIPAC), Stanford University
Independent Director	Su-Pi Shen	Bachelor of Accounting at National Chengchi University Assistant VP of Audit Department at KPMG Assistant VP of Accounting Office at Quanta Display Inc.	Member of the Audit Committee & Remuneration Committee at Quanta Computer Inc.

• Term for the 14^th Board of Directors is from June 17, 2022 to June 16, 2025

Major Shareholders of Institutional Shareholders:

• NA, all directors of the Company are natural persons.

Professional Qualifications and Independence Analysis of Directors and Members of the Audit Committee:

• The current board consists of seven Directors, including three independent directors accounting for 42.86%. Election for the Board of Directors took place in June of 2022, the number of directors is in compliance with article 26-3 of the Securities and Exchange Act and no matters stated in subparagraph 3 and 4 of article 26-3 apply to the board members.
• Non of the directors and their spouses are within the second degree with kinship.

• Professional qualifications and independence analysis of directors are shown as follows:

Name/Criteria	Professional Qualification and Expertise (note 1)	Independence Criteria (note 2)	Number of Other Public Companies in Which the Individual is Concurrently Serving as an Independent Director
Barry Lam	Please refer to note 7 above titled “Major experiences and con-current job posts of Directors”	1, 4, 6, 9, 10, 11, 12	0
C. C. Leung	Same as above	4, 5, 6, 9, 10, 11, 12	0
C. T. Huang	Same as above	3, 4, 5, 6, 9, 10, 11, 12	0
Elton Yang	Equipped with accounting or finance expertise, please refer to note 7 above titled “Major experiences and con-current job posts of Directors”	3, 4, 5, 6, 9, 10, 11, 12	0
Hung Ching Lee	Equipped with accounting or finance expertise, please refer to note 7 above titled “Major experiences and con-current job posts of Directors”	1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12	0
Dr. Pisin Chen	Please refer to note 7 above titled “Major experiences and con-current job posts of Directors”	1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12	0
Su-Pi Shen	Equipped with accounting or finance expertise, please refer to note 7 above titled “Major experiences and con-current job posts of Directors”	1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12	0

• Note 1: None of the directors have matters stated in article 30 of the Company Act
• Note 2: Directors that meet the following criteria during the two years prior to being elected or during the term of office:
• (1) Not an employee of the company or its affiliates.
• (2) Not a Director or supervisor of the company or any of its affiliates. Not applicable in case where the person is an independent director of the Company, its parent company, a subsidiary, or any subsidiary under the same parent company, as appointed in accordance with the Act or with the laws of the country of the parent or subsidiary.
• (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 shareholding.
• (4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship of a managerial officer under subparagraph 1 or any of the persons in the preceding two subparagraphs.
• (5) Not a Director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the Company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a Director or supervisor of the Company under Article 27, paragraph 1 or 2 of the Act. Not applicable to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.
• (6) Not a Director, supervisor, or employee of a corporate shareholder that the majority of the company's Director seats or voting shares are controlled by the same person. Not applicable to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.
• (7) Not a Director (or managing director), supervisor, or employee of another company or institution that the chairperson, general manager, or person holding an equivalent position of the company are the same person or are spouses. Not applicable to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.
• (8) Not a Director, supervisor, manager, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the Company. Not applicable to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent, if the specified company or institution holds 20 percent or more and no more than 50 percent of the total number of issued shares of the public company.
• (9) Not a professional individual who, or an owner, partner, Director, supervisor, or manager of a sole proprietorship, partnership, company, or institution that, provides auditing services to the Company or any affiliate of the Company, or that provides commercial, legal, financial, accounting or related services to the Company or any affiliate of the Company for which the provider in the past 2 years has received cumulative compensation exceeding NT$500,000, or a spouse thereof; provided, this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Act or to the Business Mergers and Acquisitions Act or related laws or regulations.
• (10) Not been a person of any conditions defined in article 30 of the Act.
• (11) Not having a marital relationship, or a relative within the second degree of kinship to any other member of the Board.
• (12) Not a governmental, juridical person or its representative as defined in article 27 of the Act.

Diversity of the Board of Directors:

• To promote the sustainable development of the Company and to strengthen corporate governance and the functionality of the Board of Directors, the Company has established the “Corporate Governance Best Practice Principles” in 2015 to promote board diversity in the composition and structure of the board. Article 20 of the principle stipulated capabilities that the Board of Directors shall be equipped with and the Board of Directors shall be responsible to the shareholders meeting, as well as the execution and planning of the corporate governance system. The Board of Directors shall exercise their power in accordance with the laws and regulations, the Company’s Articles of Incorporation, or the resolution of the shareholders’ meetings.
• Members of the Board of Directors are nominated and elected through “Candidate Nomination System” as specified in the Articles of Incorporation. Apart from assessing the education and experience of candidates, the Company also references to the opinions of stakeholders and abide by the “Rules and Procedures for Election of Directors” and the “Corporate Governance Best Practice Principles” in order to continue to provide an effective, collaborative, diversified Board of Directors that meets the needs of the Company. The composition of the Board shall take into account appropriate diversity considerations, including basic composition (e.g., gender equality, age, nationality and cultural background), professional functions and experience, etc. Members of the Board shall have expertise in the Company's business planning and business operations in addition to their professional background and skills. In accordance with this, the Company has planned at least one seat of female director and at least two seats of directors with financial and accounting expertise, while we continue to carry out director succession plan and cultivate internal talents to be included in the director candidate database.
• According to the Company's corporate operations, business nature and development needs, the selection of board members shall include but not limited to the following criteria:
• • Basic requirements and values: integrity, responsibility, innovation and decision-making ability, consistent with the Company's core values, and have professional knowledge and skills that are conducive to the Company's operation and management.
• • Professional knowledge and skills: business management, cross-nations operation, strategic planning, accounting and taxation, finance, law and risk control, science and technology, business and marketing, administrative management, manufacturing, and other related professional background and industrial experience.
• Board members shall equip themselves with necessary knowledge, skill, and competence to perform their duties. To achieve the ideal goal of corporate governance, the board should have the following abilities:
• • Operational judgment
• • Accounting and financial analysis
• • Business operation & management
• • Crisis management
• • Industry knowledge
• • An international market perspective
• • Leadership
• • Decision-making ability
• In response to the expiration of the term of directors, the board was re-elected in June of 2022. The Company has added one seat of female board member in consideration of gender equality and strengthen board seats of members with financial background. None of the newly elected board members has served on the board for more than three consecutive terms. Within the current Board of Directors who are also executives of the Company, Mr. Barry Lam is well equipped with forward-looking ambition with unique vision and leadership capabilities. Mr. Lam is an outstanding leader with strength in both technology and management. Mr. C.C. Leung is equipped with technology background and overs corporate strategy, organization and operational management. Mr. C.T. Huang is specialized in supply chain management, factory operation and management. Mr. Elton Yang is specialized in business management, finance, and accounting. Mr. Yang is familiar with the operation of international financial market and has accumulated years of professional experience in banks and public listed companies. All four Directors have extensive industry-specific knowledge, experiences in management, view of global market, as well as crisis management capabilities.
• As for the three independent directors, Dr. Pisin Chen is a world leading scientist, familiar with technology development and is equipped with view of international market; Mr. Hung Ching Lee is equipped with professional knowledge in accounting and is a licensed senior securities specialist. Mr. Lee was an underwriting committee member of the Taiwan Securities Association, senior manager at the TWSE and securities firms with extensive knowledge in finance and securities related regulations. Ms. Su-Pi Shen specializes in finance and accounting, and is fully equipped with industry experience. Ms. Shen served at well-known accounting firm and held management position in the accounting office at a public listed company. All board members would provide professional advices and constructive suggestions on the Company’s major operational matters.

• Status of executing the diversify of the board is as follows:
• The board is consist of seven members, including one female director. Among the board members, 57% of the directors are not employees of the Company and the percentage of independent directors is 43%. The number of seats for independent directors is not less than 3, while the tenure of office is as follows: one is less than 3 years, one is between 3 and 6 years, and one is between 6 and 9 years, with no director serve more than three consecutive terms. In terms of composition of ages, five directors are over age 70 and two are under age 60. None of the Directors are within the second degree of kinship.

Position	Name	Basic Composition					Professional Knowledge & Expertise
		Nationality	Gender	Employee of the Company	Age (years)	Term of office of Independent Director (years)	Technology Industry	Enterprise Management	Finance And Accounting	Risk Management	Sustainable Development	Financial Investment	Research & Development in Technology
Chairman	Barry Lam	Citizen of the Republic of China (R.O.C.)	Male		>70	-	✓	✓		✓	✓		✓
Vice Chairman	C. C. Leung			✓	>70	-	✓	✓		✓	✓		✓
Director	C. T. Huang			✓	>70	-	✓	✓		✓	✓
Director	Elton Yang			✓	51-60	-	✓	✓	✓	✓	✓	✓
Independent Director	Hung Ching Lee				51-60	3~6		✓	✓	✓	✓	✓
Independent Director	Dr. Pisin Chen				>70	6~9	✓			✓			✓
Independent Director	Su-Pi Shen		Female		>70	<3	✓	✓	✓	✓		✓

Operation of the Board of Director (BoD)

• The BoD held six board meetings in the previous years (A), and the attendance of Directors is tabulated below:

Title	Name	Attendance in Person (B)	Attendances Through Proxy	Attendance Rate (%) [B/A]	Remarks
Chairman	Barry Lam	6	0	100.0
Vice Chairman	C.C. Leung	5	1	83.3
Director	C.T. Huang	6	0	100.0
Director	Elton Yang	6	0	100.0
Independent Director	Hung Ching Lee	6	0	100.0
Independent Director	Dr. Pisin Chen	6	0	100.0
Independent Director	Su-Pi Shen	6	0	100.0

Election Procedures for Directors

• https://www.quantatw.com/Quanta/english/corporategovernance/ruleandinfo.aspx