2025.03.06

Responsibilities:

According to Article 24 of the Company's Articles of Incorporation, the Board of Directors is responsible for the following:

1. Proposing amendments to the Articles of Incorporation.
2. Determining business policies.
3. Reviewing budgets and final accounts.
4. Proposing profit distribution plans.
5. Proposing capital increases or decreases.
6. Establishing, dissolving, or modifying branch offices.
7. Reviewing significant external contracts.
8. Approving the company's organizational charter and key regulations.
9. Reviewing investment plans, major capital expenditures, and significant transactions with related parties.
10. Appointing and dismissing the company's certified public accountants.
11. Approving the issuance of employee stock options.
12. Appointing and dismissing the General Manager and determining their salary and compensation.

Professional Backgrounds：

Diversity Policy and Operational Status:

1. Utechzone follows "Corporate Governance Best Practice Principles" and "Procedures for Election of Directors". Board of Directors shall be consisted of members with diversified aspects. Directors holding concurrent post as cooperation managements shall not occupy more than one-third of the total numbers of board members. Proper diversification concerning operation, expertise and development shall also be taken into consideration. Including but not limited to gender, age, nationality, culture, professional background, expertise, and industry experience.
2. To achieve the management objective of diversification of the Board of Directors, the following are the required knowledge, skills, literacy, and overall capacity for Directors to exercise their duties:

3. Diversification objectives: Utechzone (the Company) values the diversification of our Board of Directors. Members of the Board of Directors should possess four or more of the following areas of expertise: business management, leadership decision, industry knowledge, and financial accounting. In addition, financial accounting ability should be possessed by at least one member of the directors. The following are the objectives achieved, indicating that the current members of the Board of Directors have achieved the objectives to diversify and complement each other’s expertise.

          (1)Basic info：

          (2) Specialty：