Board of Directors

Board of
Directors

The responsibilities of the Board of Directors are in compliance with the rights and obligations conferred by laws and regulations, including supervising, appointing, and guiding the management of the Company, being responsible for the overall operation of the Company, improving the supervision mechanism, and strengthening management capabilities. The average tenure of board members is 7 years.

【 Members of BOD 】

Title	Name	Gender	Experience (Education)
Chairman	Liu, Po-Yuan	Male	Chairman and CEO, Gamania Digital Entertainment Co., Ltd. Administration Manager, FULL MACHINERY CO., LTD. Bachelor Degree in Mechanical Engineering, Hwa Hsia University of Technology
Director	Wanin International Representative: Hsiao, Cheng-Hao	Male	Chairman and General Manager, WANIN INTERNATIONAL CO., LTD. College of Information, Ling Tung University
Director	Lin, Hsien-Ming	Male	Chairman and CSO of WISTRON CORPORATION President of ACER INCORPORATED Bachelor of Electronic Computer and Control Engineering, National Chiao Tung University
Independent Director	Lin, Ruei-Yi	Male	Chairman of STARTRII CO., LTD. President of SHUNG YE TRADING CO., LTD. Master Degree in Business Administration, The George Washington University
Independent Director	Sheng, Bao-Si	Male	Chairman and President of BORA PHARMACEUTICALS CO., LTD. Bachelor Degree in Economics, University of California, Berkeley
Independent Director	Chen, Kuan-Pai	Male	Chairman of Bai Chuan International Investment Co., Ltd. Independent Director of Mercuries Data Systems Ltd. Master of University of Southern California
Independent Director	Hou, Chia-Qi	Female	Chairman of Hanshin Shopping Center Co., Ltd. Chairman of Milton International Corp. Master/PhD of Department of Biological Engineering, Stanford University

【 Implemation od board of directors 】

In 2024, the Board of Directors held 5 meetings (A), and the attendance of directors was as follows:

Title	Name	Actual attendance number(B)	Number of entrusted attendances	Actual attendance rate(%)(B/A)
Chairman	Liu, Po-Yuan	5	0	100
Director	Wanin International Representative: Hsiao, Cheng-Hao	0	4	0
Director	Lin, Hsien-Ming	3	1	60
Independent Director	Lin, Ruei-Yi	3	2	60
Independent Director	Sheng, Bao-Si	2	3	40
Independent Director	Chen, Kuan-Pai	5	0	100
Independent Director	Hou, Chia-Qi	5	0	100

【 Important proposals 】

Date	Contents of the proposal	Resolution	Objections
2024.03.06	Approved the renewal of the Company’s Directors and Officers (D&O) Liability Insurance. Approved the 2023 Board of Directors and Functional Committee Performance Evaluation. Approved the Data Center Carbon Reduction Implementation Status. Approved the Company’s 2023 financial statements. Approved the motion for the Company’s 2023 internal control system statement. Approved the proposal for the independence evaluation of the Company’s CPAs and the subordinate CPA firm of the Company in 2024. Approved the 2024 remuneration of directors and managers recommended by the Company’s Remuneration Committee. Approved the Company’s 2023 distribution of remuneration to employees and directors. Approved the Company’s 2023 earnings appropriation proposal. Approved the motion to determine the matters related to the convening of the 2024 general shareholders’ meeting of the Company. Approved the amendment to the Company’s “Rules of Procedure for Board of Directors’ Meetings.” Approved the “Group’s tax policy”. Approved the establishment of the Group’s Advertising Ethics Policy. Approved the Company’s 2024 budget. Approved the motion for the Company to participate in the cash capital increase of Walkermedia Co., Ltd. Approved the Company’s donation to Gamania Cheer Up Foundation. Approval of the capital increase of the subsidiary “Jollybuy Digital Technology Co., Ltd”. Approved the capital increase of subsidiary “Nownews Network Co., Ltd.” Approved the Company’s participation in the cash capital increase of “Flourish Wisdom Limited”. Approved the motion for the Company to acquire the equity of “Gash Point Co., Ltd.” from “Conetter Comarketing Co., Ltd.”. Approved the motion for the Company to acquire the equity of “Gamania Payment Co., Ltd.” from “Gash Point Co., Ltd.” and “Gash Point (HK) Co., Ltd.”.	The proposal was thoroughly discussed by the committee members, and the chairman solicited opinions from all attending members. The resolution was approved without objection.	None
2024.05.02	Approved the Company’s consolidated financial statements for 2024 Q1. Approved the sale of equity in the subsidiary Gash Point Co., Ltd.
2024.06.20	Approved the change of the custodian of the Company’s seal for “endorsements and guarantees.” Approved the proposal for the Company’s 2023 directors’ remuneration and managerial officers’ remuneration. Approved the determination of the Company’s ex-dividend date. Approved the waiver of preemptive subscription rights for the cash capital increase of the subsidiary Gash Point Co., Ltd.
2024.08.07	Approved the Company’s consolidated financial statements for 2024 Q2. Approval of the Company’s application for bank credit lines. Approved the preparation of the Company’s 2023 Sustainability Report. Approval of the amendment to the “Organizational Rules of Sustainable Development Committee”. Approved the addition of the Company’s ESG-Related Policies. Approved the Company’s investment in the capital increase of subsidiary GAMA PAY Co., Ltd. in cash. Approved the Company’s investment in the capital increase of subsidiary Gamania Xchanger Co., Ltd. in cash. Approved the disposal of Taiwan eSports League Co., Ltd. equity by the subsidiary Ya Ju Investment Co., Ltd.
2024.11.06	Approved the Company’s Corporate Governance Implementation Status. Approved the Company’s Sustainable Development Progress Status. Approved the Company’s Intellectual Property Management Plan Implementation Status. Approved the Company’s Risk Management Implementation Status. Approval of the provision of the Company’s endorsements and guarantees for subsidiaries. Approved the Company’s consolidated financial statements for 2024 Q3. Approved the Company’s 2025 Annual Audit Plan. Approved amendments to the Company’s Audit Committee Charter. Approved amendments to the Company’s Financial and Business Operation Regulations for Affiliated Enterprises. Approved amendments to the Company’s Risk Management Organization Charter and Risk Management Policies and Procedures. Approved the addition of the Company’s Sustainability Information Management Regulations and Sustainability Report Preparation and Assurance Regulations. Approval of the amendment to the Company’s “Internal Control System” and “Rules for Implementation of Internal Audit”. Approval of the handling of the external performance evaluation of the Board. Approved the 2024 Board of Directors Performance Evaluation. Approved the motion for the Company to participate in the cash capital increase of Walkermedia Co., Ltd. Approval of the capital increase of the subsidiary “Jollybuy Digital Technology Co., Ltd”. Approved the change of the Company’s Deputy Spokesperson.

【Specific management objectives and achievement regarding the diversification policy for Board members 】

I. The current Board of Directors comprises seven members, including four independent directors:

1. Independent directors make up 4/7 of the Board.
2. Directors with employee status account for 1/7 of the Board.
3. Female directors account for 1/7 of the Board.

II. As outlined in the Company s Corporate Governance Best Practice Principles, the diversity policy for board composition emphasizes inclusivity by attracting outstanding professionals from various industries with expertise in finance, operations, and extensive experience. The policy is designed to align with the Company’s operational nature, business model, and developmental needs, focusing on two main dimensions:

1. Basic attributes and values: Gender, age, nationality, race, seniority, and cultural background.
2. Industry experience and professional expertise:
  - Industry experience (At least 50% of the directors have a background in the cultural and creative industries. At least 33.33% of the directors have expertise in information technology or financial services.)
  - Professional expertise (At least 50% of the directors possess capabilities in international operations and risk management. At least 33.33% of the directors have expertise in R&D or financial analysis.)

III. The Company s diversity policy outlines the following specific management goals and current achievements:

1. Independent directors currently constitute more than half of the Board.
2. All independent directors have served no more than three terms.
3. Directors who concurrently serve as managers account for no more than one-third of the total board seats.
4. The Board composition satisfies the required proportions of directors with industry experience and professional expertise.
5. The Board currently includes one female director. The Company is committed to increasing this number to three by selecting qualified candidates from academia and industry experts in the future.

【 Recusal of directors in cases of conflicts of interest 】

1. Implemented in accordance with Article 15 of the Company’s Rules of Procedure for Meetings of the Board of Director: If a director or a legal person represented by a director is an interested party with respect to any agenda item, the director shall state the important aspects of the interested party relationship at the respective board meeting. When the relationship is likely to prejudice the interests of the company, the director shall not participate in discussion or voting on that agenda item, and further, shall enter recusal during discussion and voting on that item and may not act as another director’s proxy to exercise voting rights on that matter.

2. Recusals from Board meetings due to the conflict of interests are as follows:

Date	Name	Contents of the proposal	Reason for the recusal	Remarks
2024.05.02	Liu, Po-Yuan	Sale of equity in the Company’s subsidiary Gash Point Co., Ltd.	Directors who hold shares in Gash Point Co.,Ltd. and serve as counterparties in this transaction.	Excused and did not take part in discussionsand voting
2024.06.20	Liu, Po-Yuan	2023 distribution of remuneration to directors, managers and employees.	Director and Manager	Excused and did not take part in discussionsand voting
2024.06.20	Liu, Po-Yuan	The waiver of preemptive subscription rights for the cash capital increaseproposal of its subsidiary, Gash Point Co., Ltd.	Directors who hold shares in Gash Point Co.,Ltd. and serve as counterparties in this transaction.	Excused and did not take part in discussionsand voting

【 Directors' further study】

Position/Name	Organizer	Course title/Date	Hours
Chairman Liu, Po-Yuan	Securities and Futures Institute	Introduction to the Latest Tax Laws and Shareholder Equity Tax-Saving Strategies May 2, 2024	3
Chairman Liu, Po-Yuan	Taiwan Digital Governance Association	U.S.-China Confrontation and Taiwan’s Future November 6, 2024	3
Hsiao, Cheng-Hao	Securities and Futures Institute	Introduction to the Latest Tax Laws and Shareholder Equity Tax-Saving Strategies May 2, 2024	3
Hsiao, Cheng-Hao	Taiwan Digital Governance Association	U.S.-China Confrontation and Taiwan’s Future November 6, 2024	3
Director Lin, Hsien-Ming	Securities and Futures Institute	Introduction to the Latest Tax Laws and Shareholder Equity Tax-Saving Strategies May 2, 2024	3
	Taiwan Corporate Governance Association	Building Corporate Sustainability Competitiveness with DEI September 20, 2024	3
	Taiwan Corporate Governance Association	AI and the Open Source Era: Legal Risks for Enterprises September 20, 2024	3
Independent Director Lin, Ruei-Yi	Securities and Futures Institute	Introduction to the Latest Tax Laws and Shareholder Equity Tax-Saving Strategies May 2, 2024	3
Independent Director Lin, Ruei-Yi	Securities and Futures Institute	How Non-Financial Background Directors and Supervisors CanReview Financial Reports December 4, 2024	3
Independent Director Sheng, Bao-Si	Securities and Futures Institute	Global Economic Outlook for 2024 February 27, 2024	3
Independent Director Sheng, Bao-Si	Securities and Futures Institute	Introduction to the Latest Tax Laws and Shareholder Equity Tax-Saving Strategies May 2, 2024	3
Independent Director Chen, Kuan-Pai	Securities and Futures Institute	Introduction to the Latest Tax Laws and Shareholder Equity Tax-Saving Strategies May 2, 2024	3
Independent Director Chen, Kuan-Pai	Taiwan Digital Governance Association	U.S.-China Confrontation and Taiwan’s Future November 6, 2024	3
Independent Director Hou, Chia-Qi	Securities and Futures Institute	Introduction to the Latest Tax Laws and Shareholder Equity Tax-Saving Strategies May 2, 2024	3
	Taiwan Corporate Management and SustainableDevelopment Association	Net-Zero Emissions, Carbon Neutrality, and Corporate Regulatory Compliance August 5, 2024	3
	Taiwan Digital Governance Association	U.S.-China Confrontation and Taiwan’s Future November 6, 2024	3

【 Evaluation of the performance of the BOD 】

1. The performance evaluation measures of the Board of Directors have been approved by the Board meeting on November 12, 2019. The same approval procedure shall apply to any amendments.

2. Measures for the evaluation of the performance of the Board of Directors:

Article 3: The Company’s Board of Directors shall perform an annual internal performance evaluation of the Board of Directors in accordance with the evaluation procedures and evaluation indicators set forth in Articles 6 and 8. A performance evaluation of the Company’s Board of Directors shall be carried out by an external independent professional institution or by external experts and scholars at least every three years. Results of the internal and external performance evaluation of the Board of Directors shall be completed by the end of Q1 of the following year.

Article 4: The scope of the evaluation of the Company’s Board covers the evaluation of the Board as a whole, individual directors, and functional committees. The evaluation methods include the internal evaluation of the Board, self-evaluation by individual Board members, peer evaluation, evaluation by the appointed external professional institution or experts, or any other appropriate methods.