BOARD OF DIRECTORS
Powers and duties of the Board of Directors
The Company’s Board of Directors shall direct the Company’s strategy, supervise management, and be accountable to the Company and its shareholders. The operations and arrangements of the Company’s corporate governance system shall ensure that the Board of Directors exercises its authority in accordance with the laws and regulations, the Company’s Articles of Incorporation, or the resolutions of the shareholders’ meeting.
Board Membership and Biographies
| Title | Name | Major Experience | Currently serving on the boards of directors of the Company and other companies |
| Chairman | Wang Yao Huei | B.S. in Agribusiness Management, National Pingtung University of Science and Technology, Taiwan Founder and Chairman of Hexagon International Business Co. Business Manager, Fansun System Technology Co. | General Manager, Lakaffa International Business Co. Director, Chatime Global, LLC Director, Chatime Los Angeles, LLC Director, Chatime Los Angeles West, LLC Director, Chatime Wholesale, LLC Director, Chatime Franchise, LLC Director, Chatime Operations, LLC Director, Chatime Group Pty. Ltd. Director, Chatime Australia Pty. Ltd. Director, Chatime Franchising Pty. Ltd. Director, Goobne Operations Pty. Ltd. Director, Chatime Northstar,LLC Director, Goobne Zetland Pty. Ltd. Director, Chatime USA, LLC Director, Bake Code USA,LLC Director, Chatime HK Ltd. Director, Kevito Group Ltd. Chairman of the Board, KINGZA INTERNATIONAL CO., LTD. Director, KINGZA Restaurant Management (Shanghai) Co. Chairman of the Board of Directors of Chun-Sun Cake CO., LTD. Director of TEN EN TAPIOCA FOODS CO., LTD. Director, Kingza HK Limited Director, Eternal Harvest Corporation Limited Director, Dong Yang International Co., Ltd. Director, Ruili (Hangzhou) Catering Management Co. Chairman, Kwan Yung Investment Limited Chairman of Yunho Investment Co. |
| Board Member | Hengtai International Investment Holdings Limited Representative: Wang Li Yu | M.S., Graduate School of International Business, National Dong Hua University, Taiwan Co-founder and Executive Vice President, Hexagon International Business Co. Vice President, Fortune Asset Management Co. | Executive Vice President, Lakaffa International Business Co. Director, Chatime Group Pty. Ltd. Director, Chatime Australia Pty. Ltd. Director, Goobne Operations Pty. Ltd. Director, Chatime Northstar,LLC Director, Goobne Zetland Pty. Ltd. Director, Chun-Sun Cake CO., Ltd. Director, Eternal Harvest Corporation Limited Director, Dong Yang International Co., Ltd. Director, Ruili (Hangzhou) Catering Management Co. Chairman, Heng Tai International Investment Holdings Ltd. Director, Deng Hou Investment Ltd. |
| Board Member | Heng Tai International Investment Holdings Limited Representative: Yip Ding Lun | B.S., Department of Cooperative Economics, National Taipei University Manager, Domestic Business Department, Hexagon International Business Co. | General Engineering Manager, Lakaffa International Business Co. Director, Chatime Group Pty. Ltd. Director, Chatime Australia Pty. Ltd. Director, Goobne Operations Pty. Ltd. Director, Rong Yu Investment Co., Ltd. Director, Zhao Ding Investment Co., Ltd.兆鼎投資(股)公司 |
| Board Member | Kwan Yung Investment Limited Representative: Zhao Chen | Master of Information Technology, University of Wollongong, Australia M.S., Institute of Accounting and Marketing, University of Sydney, Australia B.S. in Automatic Control, Shanghai University, China Senior Relationship Manager, Citibank | Chatime Australia CEO Director, Chatime Group Pty. Ltd. Director, Chatime Australia Pty. Ltd. Director, Chatime Franchising Pty, Ltd. Director, Goobne Australia Pty. Ltd. Director, Goobne Operations Pty. Ltd. Director, Goobne Leasing Pty. Ltd. Director, Chatime Leasing Pty. Ltd. Director, T8 Darling Quarter Pty. Ltd. Director, Goobne Zetland Pty. Ltd. |
| Independent Director | Wang Ting-sheng | M.B.A., Ph.D. in International Business, George Washington University, U.S.A. Member of the Hualien County Regional Legislature, Legislative Yuan, Republic of China. Associate Professor, Department of International Business and Trade, Soochow University, Taiwan. Head of Credit and Lending Department, Banco de Oriente, France. | Associate Professor, Department of International Business, National Dong Hua University |
| Independent Director | Chen Qing Lin | M.B.A., Fudan University, Shanghai, China B.S., Department of Business Administration, National Taiwan University Tax Officer, Hsinchu County Taxation Office Tax Officer, Taipei City Internal Revenue Service | Director, Guangyu CPAs Supervisor, Trans World Communication Technology Co. Independent Director, Giant System Technology Co. |
| Independent Director | Wang You Sheng | M.S., Graduate School of Business Administration, National Chengchi University B.S. in Accounting, National Chengchi University Chief Financial Officer, Charming Precision Enterprise Co. Director, Over-the-Counter Supervision Department, ROC Over-the-Counter Securities Trading Center (OTC) | Independent Director of Diamond Plus Technology (Holdings) Inc. Independent Director, Fuxin Technology Co. Independent Director, Sunpine Technology Co. Director, Hong Fan Co. |
Board Diversity and Independence
(a) Policy and implementation of diversity of board members:
In accordance with the Company’s “Articles of Incorporation,” the Company adopts a “nomination system” for the election of directors, whereby all director candidates are nominated and qualified for election by the Board of Directors and approved by the Board of Directors for election by the shareholders at the shareholders’ meeting. In addition, Article 20, Section 1, Chapter 3 of the Company’s “Code of Corporate Governance Practices” stipulates that directors should possess the knowledge, skills and qualities necessary for the performance of their duties. In order to achieve the goal of corporate governance, the Board of Directors as a whole should possess the following competencies:
- Operational judgment.
- Accounting and financial analysis skills.
- Operational management capacity.
- Crisis management skills.
- Industry Knowledge.
- International Market View.
- Leadership.
- Decision-making ability.
(b) The current board of directors of the Company consists of seven directors, including four directors and three independent directors, with diverse backgrounds, including professional backgrounds in different industries and finance and accounting academics, as well as rich experience in company operations, and generally possessing the knowledge, skills and qualities necessary for the execution of their duties in order to perform the functions of operational decision-making and leadership and supervision, and including one female director, which is in line with the management objectives of the board of directors of the Company’s corporate governance. The following table summarizes the status of the implementation of these objectives:
| Diversified Core Programs► Name of Director▼ | Nationality | Gender | Also serves as an employee of the Company | Age range 41 to 50 | Age range 51 to 60 | Operations Management | Leadership Decision Making | Industry Knowledge | Accounting and Financial Analysis | Risk Management | Operational Judgment | International Market View |
| Wang Yao Huei | Republic of China | Male | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||
| Hengtai International Investment Holdings Limited Representative: Wang Li Yu | Republic of China | Female | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |
| Heng Tai International Investment Holdings Limited Representative: Yip Ding Lun | Republic of China | Male | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||
| Kwan Yung Investment Limited Representative: Zhao Chen | Australia | Male | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||
| Wang Ting-sheng | Republic of China | Male | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||
| Chen Qing Lin | Republic of China | Male | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||
| Wang You Sheng | Republic of China | Male | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
(III) Independence of the Board of Directors
The current board of directors of the Company consists of seven directors, including three independent directors (43%) and one female director (14%), and no more than half of the directors are related by spouse or consanguineous within two degrees, except for Chairman Wang Yaohui and Director Wang Li-Yu, who are husband and wife, and therefore, the board of directors of the Company is independent and complies with the requirements of Article 26-3, paragraph 3 and paragraph 4 of the Securities and Exchange Act. Therefore, the Company’s Board of Directors is independent and complies with the requirements of Article 26-3, paragraphs 3 and 4 of the Securities and Exchange Act.
