The Company places great importance on the diversity of the Board’s composition. To strengthen corporate governance and promote the sound development of the Board’s composition and structure, Article 20 of the Company’s “Corporate Governance Best Practice Principles” expressly stipulates that the Board as a whole shall possess the following competencies:

      1.Business judgment capability
      2.Accounting and financial analysis capability
      3.Business management capability
      4.Crisis management capability
      5.Industry knowledge
      6.International market perspective
      7.Leadership capability
      8.Decision-making capability

PTC has established directors’ performance evaluation system. The board of directors approved the " Performance Evaluation System for Directors and Functional Committees" in FY2021 to encourage the Board and functional committee members’ self-invigoration, thereby enhancing the operational effectiveness of the Board and functional committees. Internal performance evaluation is conducted in the first quarter of next year, and the evaluation results were submitted to the Board in the first quarter of next year.

The internal evaluation results of FY2023 for Board of Directors, Audit Committee and Compensation Committee were "Excellent" and have been reported to the Board of Directors on February 29, 2024. They are operating well in improving the quality of the Board's decision-making and the directors' participation in the company's operations.

To strengthen the operation of the Board of Directors and functions “Board Diversity”, the company has a diversified and professional Board of Directors composed of experts and scholars with industry, accounting, business and investment. The Board members have industry experience, covering operation judgment, corporate governance and management Professional areas such as risk management and sustainability management.

The company focuses on the industrial experience and professional abilities of board members. The specific management goal of the board member diversity policy is to have at least 3 directors with financial accounting and taxation expertise, and at least 2 female directors. Currently, among the 8 directors of the company, 4 are directors with financial accounting and tax qualifications, and 3 are female directors, all of which account for 100% of the seats.

Board of Directors 8 seats, including 1 natural person Director, 3 Corporate Directors and 4 Independent Directors, Diversified composition, with different core competencies, Independent Directors with different professional background, effectively undertaking their duties, including establishing a good board governance system and guiding the company management The hierarchy is committed to maximizing Stakeholder equity by strengthening management functions and overseeing the overall operating conditions of the company.

Board members are diversified according to their academic experience, professional field and related background:

The company currently has 8 directors, 3 of whom are female directors, accounting for 37.5% of all directors; 1 director who is an employee (12.5%); 4 independent directors (50%). 2 independent directors’ term were within 19 years, 1 was within 16 years, and 1 was within 1 year. 6 directors were aged 61-70, 1 was 51-60, and 1 was 31-40. All directors are local nationality.

1. Succession planning of board members

The Board will adopt a candidate nomination process for the election of directors, with which the duration of term for all Directors is three years. The election of directors shall be handled in accordance with the Company's "Director Election Measures", unless otherwise provided by laws or regulations. The selection of directors of the company should consider the overall configuration of the board of directors, and the composition of directors should consider diversification, and develop appropriate diversification policies based on their own operations, operating types and development needs. As for independent directors, they must have work experience required for business, legal affairs, finance, accounting, or company business. The company will appoint independent directors in accordance with law to strengthen corporate governance.

2. Succession planning for important management

The managers of the company are important management members who have the necessary professional skills and experience and are responsible for organizational management, operation management and other related businesses. In order to cultivate successor candidates for managers, in addition to improve the professional and management capabilities of potential successors through training mechanisms, we also assign project tasks, job representation, and arrange to participate in important internal operation and management meetings for practical training, and conduct regular performance appraisals and annual interview mechanism.

PTC's board of directors has evaluated the independence and competency of the certified accountants with reference to the Audit Quality Indicators (AQIs) on May 8, 2024. It is expected to conduct regular evaluations once a year. The evaluation procedures and specific evaluation standards are as follows:

1. Professionalism

  • Audit experience and seniority of CPAs, case quality control review (EQCR) accountants and auditors, and the proportion of personnel at the audit department.
  • Training hours for CPAs and management level or above.
  • Turnover rate and professional support.

2. Quality control

  • CPA load: the number of public companies for CPA serve as chief signers, and the proportion of CPAs’ available working hours.
  • Proportion of auditing hours at each stage and level.
  • Case quality control review situation: EQCR accountant’s proportion of review hours.

3. Independence

  • Fee proportion for non-audit services for audit cases.
  • The cumulative number of years the audit cases have been issued by the firm’s annual financial report.
  • Declaration of independence from CPAs and auditors.

4. Supervision

  • External inspection deficiencies and penalties: number of quality control deficiencies, average number of deficiencies in audit cases and punishment cases.
  • Proportion of improvement letters issued by competent authorities.

5. Innovation ability

  • Promote audit digitization.
  • Upgrade information security.
  • Talent management and development.
  • Risk management and control.

IMPORTANT RESOLUTIONS Review of Implementation
  1. Recognized the Company's 2023 annual business report and the list of final statements
  2. Adoption of the Proposal for 2023 Earning Distribution
  1. The related operation was performed.
  2. The related operation was performed.



Important Board of Directors Resolutions for the year 2024

Date IMPORTANT RESOLUTIONS
2024/02/29 4th meeting of 13th term
  1. 2023 Statement on Internal Control System.
  2. Report on the performance evaluation results of the company’s board of directors
  3. Report on the company’s ESG plan and preparation progress of the sustainability report.
  4. Passed 2024 Annual Accountant verification visa public fee.
  5. Recognition of the financial statements of the year 2023 and the consolidated financial statements.
  6. Recognition of the 2023 surplus distribution.
  7. Passed the 2023 annual compensation distribution case for employees and Directors.
  8. Passed the company's subsidiary Princeton Technology Corporation Chuangzhi (Chengdu) to China Merchants Bank financing loan case.
  9. Amendments to some provisions of the Endorsement were passed.
  10. Passed the 2024 annual operation plan.
  11. The date, place and motion of the 2024 Annual General Shareholders' Meeting were passed.
2024/05/08 5th meeting of 13th term
  1. Report on the company’s audit status in the first quarter of 2024.
  2. Report on the company’s ESG plan and preparation progress of the sustainability report.
  3. Report on the shareholder proposals at the company’s 2024 shareholder meeting
  4. Recognition of the consolidated financial statements of the first quarter of 2024.
  5. Passed the 2024 Annual Business Report.
  6. Passed the 2024 annual CPA independence assessment.
  7. Appointment of the company’s President.
2024/08/09 6th meeting of 13th term
  1. Report on the company’s audit status in the second quarter of 2024.
  2. Report on the company’s directors’ and key employees’ liability insurance.
  3. Report on the company’s ESG plan.
  4. Report on the company’s communication with various stakeholders.
  5. Recognition of the consolidated financial statements of the second quarter of 2024.
  6. Passed the 2023 sustainability report
  7. Set up a part-time unit to promote sustainable development and formulate a "Code of Practice for Sustainable Development"
  8. Set up an integrity management promotion group and formulate the "Integrity Management Code" and "Integrity Management Operating Procedures and Conduct Guidelines".
  9. Formulate the "Code of Ethical Conduct"
2024/08/09 6th meeting of 13th term
  1. Report on the company’s audit status in the third quarter of 2024.
  2. Report on the company’s ESG plan.
  3. Report on the content of the company’s sustainable development promotion group meeting
  4. Passed 2025 auditing plan.
  5. Established the company's internal control system of "sustainable information management".
  6. Passed the 2024 Manager key performance indicators and measurement mechanism.
  7. Passed the 2024 annual performance appraisal and year-end bonus issuance.
  8. Renewed through the current year's bank quota.
  9. Recognition of the consolidated financial statements of the third quarter of 2024
  10. Invest in Venture Capital through the company’s subsidiary Chengyi Investment.