Election of Directors (including Independent Directors)

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Election of Directors (including Independent Directors)

Election of Directors (including Independent Directors)

Election of Directors (including Independent Directors)


According to Wistron's Articles of Incorporation, Wistron will have a Board of Directors consisting of 7 to 9 Directors, who will be elected by the shareholders' meeting from the director candidate list via the candidate nomination system. Each Director will serve an office term of three years and may be re-elected. And the Board of Directors shall be composed of at least 3 Independent Directors, who will be elected at the shareholders’ meeting from the independent director candidate list via the candidate nomination system.




Election of the Directors (including Independent Director) Candidates for the 9th Board of Directors in 2021


Wistron's 8th Board of Directors has its term until June 13, 2021. At the regular meeting on March 23, 2021, Wistron's Board of Directors approved the nominations of 9 Directors (including 5 independent directors), with their three-year term extending from June 20, 2021 to June 19, 2024. All directors (including independent directors) for the 9th Board of Directors will be elected pursuant to the procedure of candidate nomination system.



According to Article 192-1 of the "ROC Company Act", Wistron announced on March 26, 2021 that any shareholder holding 1% or more of the outstanding shares of the Company may nominate candidate(s) for directors (including independent directors) in writing.


  1. The number of directors (including independent directors) to be elected: 9 seats (including 5 seats of independent directors).
  2. The period for accepting the nomination of director candidates (including independent directors): March 29 to April 7, 2021.
  3. The place designated for accepting the roster of director nominees (including independent director): Wistron Shareholders Service Office (Address: No. 158, SingShan Rd., Neihu, Taipei, Taiwan, ROC, Tel: (02)6600-7998).
  4. Attachments to be submitted: Any shareholder qualified to so nominate may submit to Wistron the name, educational background and past work experience of the nominee(s), a written statement issued by each nominee assuring that he/she is not prohibited from so acting under any of the circumstances set forth in Article 30 of the ROC Company Act, and other relevant documents signed and provided by each nominee. Without above documents, the name of the nominee(s) will be dropped from the list of the Company’s director candidates (including independent directors).
  5. For Wistron’s Board of Directors smoothly reviewing and approving the nomination of director candidates (including independent director), any shareholder qualified to nominate shall send out the motion letter to Wistron via registered post, with “The Motion for Shareholders’ Meeting” being marked on the cover of the envelope. The entire document must arrive at Wistron’s Shareholder Service Office by 5:00 PM, April 7, 2021, or must be postmarked by April 7, 2021.


During the above-mentioned nomination period, Wistron only received the list of director nominees (including independent director) sent from the Board of Directors, and none of the shareholders holding 1% or more of the outstanding shares presented a roster of director candidates (including independent director) in writing to the Company during the nomination period for consideration.

At the regular meeting of March 23, 2021, Wistron's Board of Directors reviewed the educational backgrounds, past work experiences, professional qualifications and independence status which met the requirements of Articles 2, 3 & 4 of the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” and Section 4 of Article 192-1 of the “ROC Company Act”. The Board of Directors approved the formal appointment of Mr. Hsien-Ming Lin and other eight persons as the 9 directors candidates (including 5 independent directors) for the 9th Board of Directors to stand for election at Wistron’s 2021 Annual General Shareholders’ Meeting on June 17, 2021.

The Company, in accordance with Article 192-1 of the Taiwanese Company Act, publicly disclosed the director candidates (including independent director) list and related information for the 2021 Annual General Shareholders’ Meeting on the Market Observation Post System.




Candidates’ Information (Qualifications which match legal eligibility requirements)


Title Name Academic Qualifications and Major Past Positions Current Positions (Note 1) Shareholdings (Note 2)
Director Simon Lin (Hsien-Ming Lin)
  • Bachelor Degree from National Chiao Tung University
  • President of Acer Inc.
  • Chairman & CSO of Wistron Corp.(listed Company)
  • Chairman of Wiwynn Corp.(listed Company)
  • Director of Gamania Digital Entertainment Co., Ltd.(TPEx Listed Company)
  • Independent Director of Taiwan IC Packaging Corp.(TPEx Listed Company)
  • Independent Director of Elan Microelectronics Corp.(listed Company)
  • Independent Director of Powerchip Semiconductor Manufacturing Corp.(Emerging Stocks)
  • Chairman of Wistron Digital Technology Holding Company
42,599,252
Director Robert Huang (Po-Tuan Huang)
  • Executive MBA Training Program at National Cheng-Chi University
  • Bachelor Degree in Industrial Engineering from Ta-Tung Institute of Technology
  • Vice President of Acer Inc.
  • Vice Chairman & President of New Business of Wistron Corp.(listed Company)
  • Chairman of WiAdvance Technology Corporation
  • Chairman of WiEdu Corp.
  • Chairman of Wistron Medical Technology Corporation
  • Chairman of Wistron Medical Tech Holding Company
9,757,628
Director Legal Representative of Wistron NeWeb Corporation: Haydn Hsieh (Hong-Po Hsieh)
  • Bachelor Degree in electrical engineering from Ta-Tung Institute of Technology
  • Senior Vice President of Acer Inc.
  • Director of Wistron Corp.(listed Company)
  • Chairman & CSO of Wistron NeWeb Corp.(listed Company)
  • Director of Apacer Technology Inc.(listed Company)
  • Independent Director of Raydium Semi-conductor Corp.(Emerging Stocks)
  • Director of aEnrich Technology Corp.
28,796,209
Director Philip Peng (Chin-Bing Peng)
  • Master Degree in business administration from National Chengchi University
  • Senior Vice President of Acer Inc.
  • Director of Wistron Corp.(listed Company)
  • Director of Wistron NeWeb Corp.(listed Company)
  • Director of Wistron Information Technology& Services Corp.(TPEx Listed Company)
  • Independent Director of AU Optronics Corp.(listed Company)
  • Independent Director of Apacer Technology Inc.(listed Company)
  • Chairman of Smart Capital Corp.
  • Director of Zigong Art Sharing Co., Ltd.
  • Supervisor of Allxon Inc
360,870
Independent Director Jack Chen (Yu-Liang Chen)
  • Bachelor Degree in electrical engineering from National Taiwan University
  • Chairman of Spirox Corp.
  • Chairman of RDC Semiconductor Co., Ltd.
  • Independent Director of Wistron Corp.(listed Company)
  • Chairman of Spirox Corp.(listed Company)
  • Director of RDC Semiconductor Co., Ltd.(TPEx Listed Company)
  • Director of Taiwan Oasis Technology Co., Ltd.(TPEx Listed Company)
  • Director of Browave Corp.(TPEx Listed Company)
0
Independent Director S. J. Paul Chien (Shyur-Jen Chien)
  • Master Degree in Chemical Engineering from Massachusetts Institute of Technology
  • Chairman of Vanguard International Semiconductor Corp.
  • Independent Director of Wistron Corp.(listed Company)
  • Independent Director of Nan Ya Printed Circuit Board Corp.(listed Company)
  • Chairman of FUCHU General Contractor Corp.
  • Chairman of FUCHU Investment Corp.
0
Independent Director Christopher Chang (Liang-Chi Chang)
  • Bachelor Degree in college of law from National Chengchi University
  • Chairman of Continental Development Corp.
  • Independent Director of Wistron Corp.(listed Company)
  • Director of Continental Holdings Corp.(listed Company)
  • Chairman of Continental Development Corp.(listed Company)
  • Chairman of CEC Commercial Development Corp.
  • Director of Grand River Development Limited
  • Director of Sanlien Educational Foundation
0
Independent Director Sam Lee (Ming-Shan Lee)
  • Master Degree in business administration from National Chengchi University
  • Executive vice president of Yuanta Securities Co., Ltd.
  • Managing Director of Citigroup Global Markets Securities
  • Independent Director of Wistron Corp.(listed Company)
  • Director of Nien Made Enterprise Co., Ltd.(listed Company)
  • Director of Ta Liang Technology Co., Ltd.(listed Company)
  • Director of DFI Inc.(listed Company)
  • Independent Director of Dafeng TV Ltd.(listed Company)
  • Director of Bafang Yunji International Co., Ltd.(Emerging Stocks)
  • Chairman of ILI Technology Corp.
  • Chairman of MagiCapital (Taiwan) Ltd.
  • Chairman of MagiCap Venture Capital Co., Ltd.
  • Chairman of Sin Sih Investments Limited
  • Chairman of Sih Gao Investments Limited
  • Chairman of Deus Investments Limited
  • Chairman of Belos Investments Limited
0
Independent Director Peipei Yu (Pei-Pei Yu)
  • Master Degree in college of Business Administration from University of British Columbia
  • Bachelor Degree in college of Money and Banking from National Chengchi University
  • Managing Director of Goldman Sachs (Asia) L.L.C.
  • Chairman of Zoyi Venture Capital Co., Ltd.
  • Supervisor of ELTA Technology Co., Ltd.(Emerging Stocks)
  • Director of Vigor Kobo Co., Ltd.(Emerging Stocks)
  • Director of Zoyi Capital Fund I GP, Ltd.
  • Director of Zoyi Capital, Ltd. (Cayman)
0


  • Note1: As of the current position on April 23, 2021
  • Note2: As per the actual reported number of shares on April 19, 2021


Election Process and Election Results

The Company, through the 2021 Annual General Shareholders’ Meeting, implemented the candidate nomination procedure and completed the election for the 4 seats of the directors and the 5 seats of the independent directors. Their terms of service shall be three years, from June 20, 2021 to June 19, 2024. The list of the newly elected directors is attached herewith:

Director

Name Shareholder No./ID No. Ballots Received
Simon Lin (Hsien-Ming Lin) 000002 1,974,455,555
Robert Huang (Po-Tuan Huang) 000642 1,468,431,776
Legal Representative of Wistron NeWeb Corporation: Haydn Hsieh (Hong-Po Hsieh) 377529 1,343,001,248
Philip Peng (Chin-Bing Peng) 000005 1,295,849,746

Independent Director

Name Shareholder No./ID No. Ballots Received
Jack Chen (YuLiang Chen) R10268**** 1,723,797,329
Pei-pei Yu F22093**** 1,696,786,150
S. J. Paul Chien (Shyur-Jen Chien) A10013**** 1,403,291,330
Christopher Chang (Liang-Chi Chang) Q10015**** 1,399,809,275
Sam Lee (Ming-Shan Lee) K12102**** 1,213,780,694