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Corporate Governance

       The Board of Directors is the Company's highest governance body. The chairman is also the chairman of the shareholders' meeting and the board of directors. The president and the vice president assist the chairman. The chairman upholds the resolutions of the board of directors for the overall management of the company's business. The vice presidents assist the president according to the division of business. Secretariat, BOD, handles such matters as shareholders' meeting, board of directors, corporate governance and company change registration, assists in strengthening the functions of the board of directors and enhances the efficiency of the proceedings. The Audit Committee is set up and consists of three independent directors, which can effectively supervise financial reports and improve the quality of internal control. Independent directors have different professional backgrounds in different fields and can effectively identify risks and provide supervision and management.

Board of Directors

       The chairman of TSC also serves as the CEO. The board of directors has 15 directors elected by the shareholders' meeting according to the law. According to Article 14-2 of the Securities and Exchange Act, 3 independent directors are set up among the directors, adopting a nomination system for candidates. The independent directors are elected by the shareholders' meeting from the list of candidates. The term of office of directors is 2 years according to the Articles of Incorporation. The Company held an extraordinary share holders' meeting in October 2016 to re-elect the 32nd session of Board of Directors, and the chairman was reelected. The original term of office of the 32nd session of directors was from November 6, 2016 to November 5, 2018. New directors are required to sign the "Consent to Act as Director" and abide by Article 23 of the Company Act. They shall have the loyalty and shall exercise the due care of a good administrator in conducting the business operation of the company

Avoidance of Conflict of Interest

       The Article 7.4.15 of “Directions for the Operation and Management of Board Meetings” stipulates that “For any proposal in which a Director or the legal person he or she represents is an interested party, the Director shall explain the important aspects of his/her interest at the Board meeting. When his/her interest is likely to compromise the interest of the Company, the Director shall not participate in the discussion and voting on the proposal and the Director shall abstain him or herself from discussion and voting on the proposal and cannot exercise the voting right for and on behalf of another Director". The notices of Board and committee meetings are all added with matters of avoidance of conflict of interest. When the board of directors passed the appointment of president or other personnel in 2017, the interested parties withdrew themselves from the meetings.

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