Corporate Governance Framework

The board of directors of Primax Electronics has long adopted high standards of corporate governance, even higher than what some laws require, as the foundation of its operations. This highlevel of corporate governance ensures the efficiency of board functions, protects shareholders' interests, and provides thecritical foundation to the Company's sustainability.To strengthen the structure of the Board of Directors and improve the division of labor, the Remuneration Committee,Audit Committee, Nomination Committee and Sustainable Development and Risk Management Committee have been setup under the Board of Directors. For the number of members,term of office, responsibilities and powers, and major tasks ofeach committee established under the Board of Directors, please visit the Company's website, and refer to P24~P28 of the 2023 Annual Report for Annual General Meeting for the details of its operations.

 1 1


Diversity of board directors

Board members at Primax Electronics are chosen through nomination and elected by all shareholders in transparent, electronic voting session .All members possess the necessary abilities, knowledge and experience to exercise their powers and responsibilities. All directors have placed the Company's and shareholders' long-term interests at the top of theirpriority, and formulated strategies in an objective manner. The current term of the Board of Directors is from July 13, 2021, to July 12, 2024. The Board shall convene a meeting at least once per quarter. A total of 8 board meetings were convened in 2023, with a 98.55% average attendance rate of all directors. Mr. Liang, Li-Sheng is the original founder of Primax Electronics (retired at the end of May 2023) and serves as both the Chairman of the Board and the General Manager to accelarate global expansion and decision-making efficiency in response to rapid changes in the industry . To address this situation, a majority of the current Board of Directors are not concurrently employees or managers, and the number of independent directors has been increased to strengthen the Board's structure.Furthermore, considering the long-term needs of corporate governance,the Board has approved a succession plan to actively cultivate potential candidates to succeed the General Manager, and the appointment of a new General Manager will be made at an appropriate time as deemed necessary.Please refer toBoard of Directors and Functional Committees on the Company's official website for the profiles of the borad members.

board 4

 

Primax Electronics places great importance on promoting board diversityand has set specific phased goals for achieving a diverse board composition.During the director selection process,the Nomination Committee considers candidates from different age groups and encourages a gradual generational transition to ensure a diverse and inclusive representaion on the board. In respect of professional background,all directors have experience in risk management,information techonology,finacial accounting ,and law.

board 5

 

Board Diversity and Objectives

 

board 3

For the introduction of the Board of Directors and the background of diversity, please refer to [Investor Relations/Corporate Governance/Board of Directors and Functional Committees]