Board Meetings
◎Board Composition 
  Wisdom’s Board of Directors consists of 9 directors, and 5 of them are independent directors. 
  The candidates nomination system is adopted by Wisdom for election of the directors, which is 
  expressly stipulated in the Articles of Incorporation of the Company 74.

◎Board Responsibilities 
  1. The resolution of financial and operational strategies of the Company.
  2. The audit of the internal control and operation results of the Company.
  3. The approval of material transaction and investment of the Company.
  4. The endorsement of subsidiaries’ monetary loan.
  5. The approval of the material HR arrangement of the Company.
  6. Complying with ROC Laws and Regulations and the TWSE Corporation Rules related to TWSE listing.

◎The Election of Independent Directors
  The Company has adopted a candidate nomination system. According to the regulation of receiving 
  nominations of independent director candidates which was announced at March 3, 2021, any shareholder 
  holding 1% or more of the total number of outstanding shares issued by the Company may submit to the 
  Company in writing a roster of independent director candidates during the nomination period 
  (March,15 2021 to March 25 ,2021).

  According to board minutes at March 26, 2021, there was no shareholder holding 1% or more of the total 
  number of outstanding shares issued by the Company submitted to the Company in writing a roster of 
  independent director candidates. 	The Board of Directors have reviewed the qualifications of the 
  candidates and approved the following list of candidates : Lin,Tse-Chun, Chiu,Yung-Ho, Liu,Tsai-Ching,
  Maa, Kwo-Juh, Chen, Ching-Yi.

◎The Company had finished the election for 6th Board of Directors in 2021 AGM, and the elected 
  independent directors were as follows : Lin,Tse-Chun, Chiu,Yung-Ho, Liu,Tsai-Ching, Maa, Kwo-Juh, 
  Chen, Ching-Yi.

◎Professional knowledge and independence of Directors  

  1. Not an employee of the Company or any of its affiliates.
  2. Not a Director or Supervisor of the Company of any of its affiliates (excluding Independent
     Directors set up by the Company, its parent company or subsidiaries in compliance of the local
  3. Not a natural-person shareholder who holds shares, together with those held by the person's
     spouse, minor children, or held by the person under others' names, in an aggregate amount of one
     percent or more of the total number of issued shares of the Company or ranks as one of its top
     ten shareholders.
  4. Not a spouse, relative within the second degree of kinship, or lineal relative within the third
     degree of kinship, of any of the above persons in the preceding three subparagraphs.
  5. Not a Director, Supervisor, or employee of a corporate/institutional shareholder that directly
     holds five percent or more of the total number of issued shares of the Company or ranks as one
     of its top five shareholders. 
  6. If a majority of the company's director seats or voting shares and those of any other company are
     controlled by the same person: a director, supervisor, or employee of that other company.
  7. If the chairperson, general manager, or person holding an equivalent position of the company and a
     person in any of those positions at another company or institution are the same person or are
     spouses: a director (or governor), supervisor, or employee of that other company or institution.
  8. Not a Director, Supervisor, managerial officer, or a shareholder that holds more than five percent
     of shares at a company or institution that has financial or business exchanges with the Company.
  9. Not a professional individual or owner, partner, director (member of the governing board), 
     supervisor (member of the supervising board), or managerial officer of a sole proprietorship, 
     partnership, company, or institution that provides commercial, legal, financial, accounting, or
     consultation services to the Company or any of its affiliates, or spouse thereof. However, this
     restriction does not apply to a member of the remuneration committee who exercises power in
     accordance with Article 7 of Regulations Governing the Appointment and Exercise of Powers by the
     Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the
  10. Not having a marital relationship, or a relative within the second degree of kinship to any other
      Director of the Company. 
  11. Not been a person of any conditions defined in Article 30 of the Company Act.
  12. Not elected as a government or corporate representative, as described in Article 27 of the Company

◎Board composition

  1. The Company implemented the Corporate Governance Principles after it was passed in the 20th 
     meeting of the 4th board of directors on December 16, 2016. Chapter III "Reinforcing the role of the
     board of directors" provides a comprehensive policy. Nomination and election of board members are
     governed by the Articles of Incorporation and follow the nomination rules. In addition to education
     and work experience of each candidate, stakeholder opinions will also be taken into consideration.
     The process follows the Director Election Guidelines and the Corporate Governance Principles in
     order to ensure diversity and independence of the board.
  2. The composition of the board of directors shall be determined by taking diversity into consideration
     and formulating an appropriate policy on diversity based on the Company's business operations, 
     operating dynamics, and development needs. It is advisable that the policy include, without being
     limited to, the following two general standards:
    a. Basic requirements and values: Gender, age, nationality, and culture.
    b. Professional knowledge and skills: A professional background (e.g., law, accounting, industry, 
       finance, marketing, or technology), professional skills, and industry experience.
  3. Each board member shall have the necessary knowledge, skill, and experience to perform his/her 
     duties. The abilities that must be present in the board as a whole are as follows:
    a. Ability to make sound business judgments.
    b. Ability to perform accounting and financial analysis.
    c. Ability to manage a business.
    d. Ability to handle crisis management.
    e. Industry knowledge.
    f. An understanding of international markets.
    g. Leadership ability.
    h. Decision-making ability.
  4. Regarding the 9 directors on the 6th board of directors, the skills possessed by the board of 
     directors as a whole are consistent with the needs of the Company's future development and follow
     the Company's board diversity policy.

◎Implementation of the Company's board diversity policy