Phoenix Silicon International Corporation

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Board of Directors

Organization of the Board of Directors
The Board of Directors of Pheonix Silicon International Corporation (PSI) is currently comprised of 9 directors with experience in company operations or academia. They provide professional advice from different perspectives, greatly contributing to the enhancement of the company's operational performance and management efficiency. The primary responsibilities of the board include overseeing the achievement of company operational goals and improving business performance, providing strategic guidance to the management team, and ensuring compliance with various laws and regulations to safeguard shareholder interests to the greatest extent possible.

Members of the Board of Directors

Title	Name	Education Background and Work Experience	Present position
Chairman	Mike Liang	Master of International Business Management, National Taiwan University. President, King Yuan Electronics Co., Ltd President, Amkor Technology Taiwan Vice president, Micron Memory Taiwan Co., Ltd.	Independent Director, Xintec INC.
Director	Cheng Wen Cheng	Bachelor of Animal and Husbandry, National Chung Hsing University. Director, Cheng Han Investment Co., Ltd. Director, TeleSynergy Corp. Ltd. Director, Phoenix Battery Corp.	Director, Cheng Han Investment Co., Ltd. Director, TeleSynergy Corp. Ltd.
Director	Shin-Chin Huang, Representative of Ting Dong Liang Investment Co., Ltd	Bachelor of Business Administration, National Taichung Univ. Director, Phoenix Battery Corp.	Director, Chipwell Tech Corporation Director, Agarwood Biochemistry Technology Co., Ltd.
Director	Yaw Zen- Chang, Representative of Min Ho Shuen Investments Co., Ltd	Bachelor of Business Management Economics, Univ. of California, Santa Cruz Chairman, Min He Shun Investment Co., Ltd.	Supervisor, Pharma Power Biotec Co., Ltd. Chairman, Min He Shun Investment Co., Ltd.
Director	Frank Liang, Representative of Gallant Precision Machining Co., Ltd.,	NCCU EMBA 40th Master of Law, School of Law, Northwestern University. Certificate in Business Admin., Kellogg School of Management, Northwestern University, University of Washington MBA. Certificate in Business Administration – Kellogg School of Business, Northwestern University. Chairman and Director, Gallant Micro. Machining CO., Ltd. Special assistant to the Chairman and consultant, CSUN Mfg., Ltd. Chairman, Huashun Technology Co. Supervisor, ViewMove Technologies, Inc. Chairman, Suzhou Top Creation Machines Co., Ltd.	Chairman and CEO, Gallant Micro. Machining CO., Ltd. President, C SUN Mfg., Ltd. Vice Chairman & CEO, Gallant Precision Machining Co., Ltd. Vice Chairman, Gallant Precision Machining Co., Ltd. Director, Taiwan Printed Circuit Association Supervisor, AmTrust Investment Consulting Corp. Director, Utron Technologies CO., Ltd. Chairman, Top Creation Machines Co., Ltd. Chairman, Power Ever Enterprises Limited. Director, Suzhou Top Creation Machines Co., Ltd. Chairman, Good Team International Enterprise Limited Director, Nantong Top Creation Machines Co., Ltd. Independent Director, Contrel Technology Co., Ltd. Chairman, Navigation Technology Co., Ltd.
Director	Chun-Wei Liang, Representative of Acter Group Co., Ltd.	Master of Banking and International Finance, University of Leeds . MBA in Business and Management, National Chiao Tung University. Spokesperson and Executive Assistant to Chairman, Acter Group Co., Ltd. Executive Assistant to President, Taiwan Shin Kong Bank Co., Ltd.	Spokesperson and Executive Assistant to Chairman, Acter Group Co., Ltd.
Independent Director	Guo-Chao Hong	Master of Finance, City University of New York . Bachelor of Science in Mechanical Engineering, National Taiwan University. Chairman and President, Makoto bank Chairman, Shin Kong Venture Capital Co., Ltd.	Director and President, Taiwan Shinkong Security Co., Ltd. Director, Nextbank Independent Director, Jung Shing Wire Co., Ltd.
Independent Director	Shih-Kung Lee	Ph.D. in Theoretical and Applied Mechanics, Cornell University, USA Master of Science in Theory and Applied Mechanics, Cornell University, USA Bachelor of Science in Civil Engineering, National Taiwan University. Chairman, Industrial Technology Research Institute(ITRI) Chairman, Institute for Information Industry(III) Minister of Economic Affairs Department of Engineering and Applied Sciences Director of National Science Council Research Fellow, IBM Almaden Research Center, USA	Distinguished Professor of Applied Mechanics, NTU Distinguished Professor, Department of Engineering Science and Ocean Engineering, National Taiwan University Distinguished Professor, Graduate School of Advanced Technology (GSAT), NTU Independent Director,Taiwan Shinkong Security Co., Ltd. TECO Technology Foundation Chairman
Independent Director	Giin-Tarng Hwang	Ph.D.in Eberhard Karls Universität Tübingen of Faculty of Law. The 11th and 12th Commissioner of the Examination Yuan Deputy Minister, Directorate-General of Personnel Administration, Executive Yuan President, The Chinese Government and Public Affairs Association . Member of the Rules Committee of the Environmental Protection Administration, Executive Yuan. Professor, NTU Political Science	Executive Supervisor, The ROC Constitutional Law Society Supervisor, Taiwan Administrative Law Association

Board Diversity

In accordance with the Company's “Corporate Governance Principles”, The composition of the Board of Directors shall be determined by taking diversity into consideration. It is advisable that directors concurrently serving as the Company's managers not exceed one-third of the total number of the Board members, and that an appropriate policy on diversity based on the Company's business operations, operating dynamics, and development needs be formulated and include, without being limited to, the following two general standards:

(1) General conditions and values: Gender, age, nationality and culture
(2) Professional knowledge and skills: Professional background (ex：Legal, Accounting, Industry, Finance, Marketing or Technology), professional skills and industrial experience.

The specific management objectives and achievement of the Company's diversity policy are as follows:

Management objectives	Progress
Independent directors exceed one-third of the board members	Achieved
Number of Directors who concurrently serve as Company managers do not exceed one-third of all Directors.	Achieved
At least one seat of Directors are females.	Achieved

The Board of Directors of the Company is diversified, and them each have professional backgrounds including legal, finance or accounting, industry or technology, marketing, etc. to provide professional advice to the Company from different perspectives, which greatly contributes to the improvement of operational performance and management efficiency. The Board of Directors has nine members, including three independent directors (33.3%), one female director (11.1%), the age distribution of the Directors：the one Directors aged between 31 and 40 (33.3%),the two Directors aged between 41 and 50 (22.2%), the two Directors aged between 51 and 60(22.2%), the four Directors aged between 61 and 70(44.4%), and there is no marital or is within the second degree of kinship relationship between or among the Directors. As such, the Board of Directors carries independence. The following table demonstrates the implementation of the diversity policy for Board members:

Name	Tital	Gender	Professional knowledge and skills				Age
Name	Tital	Gender	Industry or Technology	Finance or Accounting	Legal	Marking	31~40	41~50	51~60	61~70
Mike Liang	Chairman	M	V	V		V				V
Wen-Cheng Cheng	Director	M	V							V
Yaw Zen- Chang	Director	M	V					V
Shin-Chin Huang	Director	F		V					V
Frank Liang	Director	M	V	V	V			V
Chun-Wei Liang	Director	M	V	V		V	V
Guo-Chao Hong	Independent Director	M		V					V
Shih-Kung Lee	Independent Director	M	V	V						V
Giin-Tarng Hwang	Independent Director	M			V					V

Election of Members of the Board of Directors and Independent Directors

This Company has 5 to 11 Directors appointed by the shareholders' meeting with the capacity to act for a term of 3 years. Directors may be re-elected without limitations. After this Company’s shares are publicly traded, Independent Directors may be appointed among the said Directors. The number of Independent Directors shall not be less than 3, and shall not be less than 1/5 of the number of Directors. And candidate nomination system will be implemented for election of Independent Directors, where the Shareholders’ Meeting shall appoint the Independent Directors based on the list of nominees. The nomination shall be conducted according to Article 192-1 of the Company Act. After this Company goes public, Directors shall be elected based on the candidate nomination system according to Article 192-1 of the Company Act, where the Shareholders’ Meeting shall elect Directors based on the list of candidates for Directors.

Based on the translation logic provided:

I. Succession Planning for Board Members
The Company currently has nine directors, including three independent directors, each possessing specialized expertise in business, finance, accounting, law, or corporate management essential for operations. The Company aims to continuously strengthen the composition of its board members.

II. The Company conducts board succession planning through the following methods:
1. Current directors recommend suitable candidates.
2. Shareholders recommend director candidates.
3. Utilizing the results of board performance evaluations as criteria for nominating directors for reappointment.

To enhance the efficacy of board functions, the Company remains proactive, adapting to changes in internal and external conditions and development needs, organizing annual training programs to elevate directors' professional acumen.

III. Succession Planning for Key Management Personnel
Senior management personnel at the executive level and above are pivotal for the Company. Each management level has designated deputies who undergo training to enhance their professional capabilities and foster judgment, management, and problem-solving skills. Through job rotations and comprehensive training, the Company aims to comprehensively develop decision-making abilities among senior executives and elevate the quality of management decisions required for the Company's long-term development.

Simultaneously, leveraging existing performance evaluation systems, the Company assesses and scrutinizes suitable succession candidates for future development and progression. In addition to retention strategies, the Company actively recruits outstanding external talents, harnessing internal and external talent pools to expand and deepen the Company's succession pipeline.

Board and Functional Committee Internal Performance Evaluation

The Board of Directors of the Company approved the "Rules for Performance Evaluation of the Board of Directors and Functional Committees" on December 24, 2019, and conducts internal performance evaluations annually in the fourth quarter. For the fiscal year 2022, the Company evaluated the performance of the Board of Directors, individual directors, the Audit Committee, and the Remuneration Committee. Each evaluation was conducted separately, and the results were categorized into three levels: exceeding standards, meeting standards, and areas for improvement.

Cycle	Period	Scope	Assessment Method	Assessment Content	Assessment Result
Once per year	Jan. 1, 2023 to Dec. 31, 2023	Board of Directors, Functional Committees (including Audit Committee and Remuneration Committee)	Internal self assessment by the board of directors and Functional Committees	1.Level of participation in the operation of the Company. 2.Improvement of the quality of the Board and Functional Committees. decisions. 3.Composition and structure the Board and Functional Committees. 4.Selection of the Board and Functional Committees. 5.Continued learning of directors. 6.Internal control.	The performance and results of the performance evaluation of the Board of Directors, individual Board members and functional committees for 2023 were reported to the Board of Directors on February 22, 2024. The self-assessment achievement rate of the overall board of Directors, each Functional Committee and individual Board members is 90% (or more), which meets the evaluation result of exceeding the standard, and this result will be used as the reference information for the reappointment of Directors. The directors generally express strong agreement with the operational effectiveness of various performance assessment indicators. They affirm the overall performance of the board, noting that functional committees have fully realized their mandates in accordance with corporate governance standards. The board adheres to regulatory compliance with notable efficiency, effectively strengthening its functions and upholding shareholder rights and interests.
Once per year	Jan. 1, 2023 to Dec. 31, 2023	Individual directors	Internal self assessment by the Individual directors	1.Understanding of the Company’s objectives and missions 2.Awareness of directors’ duties 3.Level of participation in the operation of the Company. 4.Internal relationship operations and communications. 5.Directors’ professionalism and continued learning. 6.Internal control.



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