Organization
The company has 7 to 9 directors, with at least three independent directors and no less than one-third of the total number of directors. Directors serve a term of three years and can be re-elected.
The election of directors adopts the candidate nomination system of Article 192-1 of the Company Law. The acceptance method, announcement of director candidate nominations, and other related matters shall be handled in accordance with the relevant laws, Company Law, and Securities and Exchange Law.
Responsibility
The board guides the company's strategy, supervises management, and is responsible to the company and shareholders. and implements various operations and arrangements of its corporate governance system, and ensures that the board of directors exercises its powers in accordance with laws, company articles of association, or resolutions of shareholders' meetings.
Members of the Board
The 9th Board of Directors
Tenure: May 28, 2025 to May 27, 2028
Title and Name | Professional qualifications and experiences | Independence | Current Position in Win Win or Other Companies | Number of independent directors serving concurrently as other public companies |
|---|---|---|---|---|
| Chairman Szu-Ming, Chen | Graduated with an EMBA from National Yang Ming Chiao Tung University, he has in-depth industry experience in semiconductor equipment and solar modules and possesses leadership decision-making, business management, operational judgment, commerce abilities, and other professional qualifications and experiences. |
|
| None |
| Director Yi-Chun, Chen | Graduated with a Master's in Information Systems from the Lawrence Technological University, U.S.A.. She specializes in the business management of the semiconductor industry and the part and component industry and possesses business planning and practical management abilities related to commerce, marketing, and technology industries. |
|
| None |
| Director Yi-Ching, Chen | Graduated with an EMBA from National Yang Ming Chiao Tung University. She has extensive experience in marketing, business management and strategic planning in the solar power industry and possesses over five years of working experience and practical experience required for the Company‘s business. |
|
| None |
| Director Huari Investment Co., Ltd. Representative: Jun-Wei, Chen | Graduated from Soochow University with a master's degree in accounting, holds a Taiwanese certified public accountant license, and has experience working at an accounting firm. Specializes in accounting and corporate governance, and is able to provide the company's board of directors with timely advice and guidelines on corporate governance and operational performance. | corporate shareholder or its representative elected as defined in Article 27 of the Company Act. | CFO, SOLMAX POWER TAIWAN Ltd. | None |
| Director Royal International Investment Inc. Representative: Jheng-Ciang Sun | Graduated from National Yang Ming Chiao Tung University EMBA program, with extensive industry experience and professional qualifications and experience in leadership decision-making, business management, operational judgment, and commerce. | Corporate shareholder or its representative elected as defined in Article 27 of the Company Act. |
| 4 |
| Independent Director Chang-Chiao Han |
| In accordance with the Company's Articles of Incorporation and the "Corporate Governance Best Practice Principles," Directors are elected under a candidate nomination system. When nominating and selecting members of the Board of Directors, the Company obtains written statements and work experience to verify their independence from the Company for themselves, their spouses, and relatives up to the third degree of kinship. The Company has verified the following four independent directors, during the two years prior to their appointment and throughout their tenure, have met the qualification requirements set forth by the Financial Supervisory Commission’s “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” and Article 14-2 of the Securities and Exchange Act. Additionally, these independent directors have been granted the authority to fully participate in decision-making and express their opinions in accordance with article 14-3 of the Securities and Exchange Act, thereby executing their duties independently. |
| None |
| Independent Director Kuo-Lung, Yen | Graduated with a Master's in Finance from the National Chengchi University, he possesses a CPA license in Taiwan and is a partner of Answer CPAs Firm and has accounting and management expertise and skills. Although the Independent Director has served for more than three sessions, there has been no violation of Article 30 of the Company Act. Furthermore, in terms of business management, the Independent Director can provide corporate governance, risk management and management decision-making opinions. Therefore, when performing the duties of an Independent Director and an Audit Committee member, he can rely on his management expertise in legal, financial and technological industries to improve the corporate governance and management quality of the Board and the supervisory function of the Audit Committee. | In accordance with the Company's Articles of Incorporation and the "Corporate Governance Best Practice Principles," Directors are elected under a candidate nomination system. When nominating and selecting members of the Board of Directors, the Company obtains written statements and work experience to verify their independence from the Company for themselves, their spouses, and relatives up to the third degree of kinship. The Company has verified the following four independent directors, during the two years prior to their appointment and throughout their tenure, have met the qualification requirements set forth by the Financial Supervisory Commission’s “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” and Article 14-2 of the Securities and Exchange Act. Additionally, these independent directors have been granted the authority to fully participate in decision-making and express their opinions in accordance with article 14-3 of the Securities and Exchange Act, thereby executing their duties independently. |
| 2 |
| Independent Director Fu-Yun Liu | Graduated with a Ph.D. in Accounting and Information Technology from National Chung Cheng University, holds a Taiwanese Certified Public Accountant license, and serves as the Managing Partner of Gyuan Certified Public Accountants. Specializes in financial accounting, compliance, and business management. He is able to provide timely advice to the Board of Directors of this company on corporate governance, risk management, and management decision-making. Therefore, when exercising the duties of an independent director and member of the Audit Committee, his expertise in law, finance, and technology industry management can be leveraged to enhance the Board of Directors' corporate governance, management quality, and the supervisory functions of the Audit Committee. | In accordance with the Company's Articles of Incorporation and the "Corporate Governance Best Practice Principles," Directors are elected under a candidate nomination system. When nominating and selecting members of the Board of Directors, the Company obtains written statements and work experience to verify their independence from the Company for themselves, their spouses, and relatives up to the third degree of kinship. The Company has verified the following four independent directors, during the two years prior to their appointment and throughout their tenure, have met the qualification requirements set forth by the Financial Supervisory Commission’s “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” and Article 14-2 of the Securities and Exchange Act. Additionally, these independent directors have been granted the authority to fully participate in decision-making and express their opinions in accordance with article 14-3 of the Securities and Exchange Act, thereby executing their duties independently. |
| None |
| Independent Director Nien-Ni Ku | With a Master’s in Law from the University of Virginia, she possesses an attorney’s license in Taiwan and used to work in law offices. She can provide risk management, legal strategy and compliance, and management decision-making opinions for business management. | In accordance with the Company's Articles of Incorporation and the "Corporate Governance Best Practice Principles," Directors are elected under a candidate nomination system. When nominating and selecting members of the Board of Directors, the Company obtains written statements and work experience to verify their independence from the Company for themselves, their spouses, and relatives up to the third degree of kinship. The Company has verified the following four independent directors, during the two years prior to their appointment and throughout their tenure, have met the qualification requirements set forth by the Financial Supervisory Commission’s “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” and Article 14-2 of the Securities and Exchange Act. Additionally, these independent directors have been granted the authority to fully participate in decision-making and express their opinions in accordance with article 14-3 of the Securities and Exchange Act, thereby executing their duties independently. | Director, General Legal Affairs Office, Prologium Technology Co., Ltd. | None |
Professional Knowledge and Independence of Directors
Condition | Five years of work experience and professional qualifications | Qualifies as independent | Number of independent directors serving concurrently as other public companies | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | University/College professor or above in business, law, finance, accounting, or company operations | Judges, prosecutors, lawyers, accountants or other professional and technical personnel who have passed national examinations for the business of the company | Business, legal, financial, accounting or business experience | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | |
| Davis Szu-Ming Chen | – | – | V | – | – | – | – | – | – | V | – | V | V | 0 |
| Shanon Yi-Chun Chen | – | – | V | – | – | – | – | – | – | V | – | V | V | 0 |
| Cheriel Yi-Ching Chen | – | – | V | – | – | – | – | – | – | V | – | V | V | 0 |
| June Hsiao-Chun Chen | – | – | V | – | – | – | – | – | – | V | – | V | V | 0 |
| Kuan-Wen Hung | – | – | V | – | – | – | – | – | – | V | – | V | V | 0 |
| Chang-Chiao Han | – | – | V | V | V | V | V | V | V | V | V | V | V | 1 |
| Kuo-Lung Yen | – | V | V | V | V | V | V | V | V | V | V | V | V | 2 |
| Ying-Li Lin | V | – | V | V | V | V | V | V | V | V | V | V | V | 0 |
| Nien-Ni Ku | – | V | V | V | V | V | V | V | V | V | V | V | V | 0 |
NOTE: Directors must meet certain independence criteria, including not being an employee of the company or any related entities, not being a director or supervisor of any related entities (with some exceptions), and not having any significant financial or business relationships with the company. Directors must also meet other criteria related to shareholding, family relationships, and legal compliance.
Board of Directors Meeting Minutes
Date
Title
Remuneration Committee Meeting Minutes
Date / Title / Minutes
2025/08/11
Minutes-WIN-The 2nd Meeting of the 9th Board Meeting
2025/05/28
Minutes-WIN-The 1st Meeting of the 9th Board Meeting
2025/05/12
Minutes-WIN-The 16th Meeting of the 8th Board Meeting
2025/02/26
Minutes-WIN-The 15th Meeting of the 8th Board Meeting
Date
Title
Remuneration Committee Meeting Minutes
Date / Title / Minutes
2024/11/12
Minutes-WIN-The 14th Meeting of the 8th Board Meeting
2024/08/07
Minutes-WIN-The 13th Meeting of the 8th Board Meeting
2024/05/07
Minutes-WIN-The 12th Meeting of the 8th Board Meeting
2024/03/28
Minutes-WIN-The 11th Meeting of the 8th Board Meeting
2024/03/12
Minutes-WIN-The 10th Meeting of the 8th Board Meeting
Date
Title
Remuneration Committee Meeting Minutes
Date / Title / Minutes
2023/11/10
Minutes-WIN-The 9th Meeting of the 8th Board Meeting
2023/08/08
Minutes-WIN-The 8th Meeting of the 8th Board Meeting
2023/06/29
Minutes-WIN-The 7th Meeting of the 8th Board Meeting
2023/03/16
Minutes-WIN-The 6th Meeting of the 8th Board Meeting
Date
Title
Remuneration Committee Meeting Minutes
Date / Title / Minutes
2022/12/28
Minutes-WIN-The 5th Meeting of the 8th Board Meeting
2022/10/17
Minutes-WIN-The 4th Meeting of the 8th Board Meeting
2022/08/11
Minutes-WIN-The 3rd Meeting of the 8th Board Meeting
2022/07/26
Minutes-WIN-The 2nd Meeting of the 8th Board Meeting
2022/06/17
Minutes-WIN-The 1st Meeting of the 8th Board Meeting
2022/05/19
Minutes-WIN-The 14th Meeting of the 7th Board Meeting
2022/03/31
Minutes-WIN-The 13th Meeting of the 7th Board Meeting