NANPAO Structure of Board of Director

Structure of Board of Director

Directors’ Professional Qualifications and Independent Directors’ Independence Status

For the nomination and election of Directors, the Director election procedures are undertaken in accordance with the Company Act and the relevant regulations in a fair, just and transparent manner. The composition of the Board of Directors shall take into consideration the organizational culture, business model and long-term development, as well as implementing the diversity policy for the Board members. The Board members shall possess the knowledge, skills and competence required for performing their duties. Of which, they shall possess capabilities in the following fields, namely business judgment, accounting and financial analysis, business management, crisis management, industrial knowledge, international market perspective, leadership and decision-making.

 

The Board of Directors at Nan Pao is led by Chairman Ying-Ling, Huang. The board receives quarterly reports from the management team, covering operational performance, environmental safety, investment outcomes, and more. Additionally, appropriate recommendations are provided concerning the business strategies proposed by the management team. There is a smooth communication channel between the management team and the board, dedicated to achieving the company's objectives and maximizing benefits for stakeholders.

 

In accordance with the Company's Articles of Association, the Board of Directors convenes at least once per quarter to oversee and understand the execution of operational plans, the presentation of financial statements, audit reports, and their follow-up. In 2025, the Board of Directors held a total of 8 meetings, with a physical attendance rate of 98.21% for all directors, exceeding the board attendance target of 95%. This demonstrates the Board's commitment to diligently overseeing and understanding the implementation of operational plans.

 

 

Criteria

      

 

 

 

 

Name

Professional Qualification and Experience

Independent Directors’ Independence Status

Number of Other

Taiwanese Public

Companies Concurrently

Serving as an Independent

Director

 

 

Ying-Lin, Huang

 

Chairman Huang graduated from the Department of Chemistry at the University of Southern California and later obtained a M.S. degree from the Graduate School of Applied Chemistry at Waseda University in Japan. He currently serves as a Director of Apogee Optocom Co., Ltd. and Prince Pharmaceutical Co., Ltd.

l Industry Experience: Director Huang joined Nan Pao’s New Business Development Center in 2023, and has held key roles including Special Assistant to the CEO and Executive General Manager of Sports Goods Adhesives and Materials Business Division.

l Risk Management Experience: Chairman Huang serves as a member of the Company’s Sustainable Development Committee, which is responsible for overseeing risk management practices, including sustainability risk, compliance risk, and information security risk.

Chairman Huang possesses professional expertise in business management and strategic leadership.

1. Serves as Executive General Manager of the Company’s Sports Goods Adhesives and Materials Business Division, classified as a managerial officer.

2. Concurrently serves as a director,   supervisor or Chairman of the Company’s affiliated enterprises (subsidiaries).

3. Holds more than 1% of the Company’s issued shares, either in his own name or through nominees.

4. One of the Company’s top ten individual shareholders.

5. For others, conformance to independence specified in article 3-1 of "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies," promulgated by the Financial Supervisory Commission.

0

Pou Chien Enterprise Co., Ltd.

Representative:

Chih-Hung, Shi

Director Shih holds a Bachelor’s Degree in Accounting from Chung Yuan Christian University. He currently serves as Vice President of Global Supply Chain Management Headquarters at Pou Chen Corporation and as a Director of San Fang Chemical Industry Co., Ltd.. He previously served as Spokesperson of Pou Chen Corporation (2021–2022); Executive Director and Chief Financial Officer of Yue Yuen Industrial (Holdings) Company Limited (2020–2025); Director of Elitegroup Computer Systems Co., Ltd. (2021–2023); Executive Director of Eagle Nice International Holdings Limited (2020–2025); and Director of Rexwin Chemical Industrial Co., Ltd. (2022–2024).

l  Industry experience: Since 2016, Director Shih has held management positions within the Pou Chen Corporation Group since 2020, and was appointed Vice President of the Global Supply Chain Management Headquarters in June 2025.

Director Shih possesses strong expertise in accounting and corporate management.

1. Appointed as a representative director by Pou Chien Enterprise Co., Ltd., a corporate shareholder holding more than 5% of the Company’s outstanding shares.

2. For others, conformance to independence specified in article 3-1 of "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies," promulgated by the Financial Supervisory Commission.

 

 

0

Guang Rong Investment Ltd.

Representative:

Sen-Mao, Kuo

Director Kuo graduated from the Department of Chemical Engineering at National Taiwan University of Science and Technology. He subsequently obtained a Master's degree in Chemical Engineering from National Cheng Kung University and an EMBA Master's degree from National Sun Yat-sen University. He currently serves as a director of Advanced Pao Trusval Technology Co., Ltd. and NP Australia Pty. Ltd.

l Industry Experience: Director Kuo joined Nan Pao R&D Division as a Researcher in the Coatings Division in 1995 and has held various positions, including Assistant VP and Deputy General Manager of the Adhesive Business Division.

 

Director Kuo possesses professional expertise in business management and strategic leadership.

1. Serves as Executive General Manager of the Company’s Adhesives and Specialty Business Division, classified as a managerial officer.

2. Concurrently serves as a director of the Company’s affiliated enterprises (subsidiaries).

3. Elected as a director as the representative appointed by Guang Rong Investment Ltd., a corporate shareholder ranked among the top five shareholders of the Company.

4. For others, conformance to independence specified in article 3-1 of "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies," promulgated by the Financial Supervisory Commission.

0

Guang Rong Investment Ltd.

Representative:

Shuen-Hsing, Wu

Director Wu graduated with a Bachelor's degree in Business Administration from National Taipei University of Technology and subsequently obtained a Master's degree in Business Administration from National Taipei University of Technology. He currently serves as a director ofITLS International Development Co., Ltd. and Chairman of Biorich Biotechnology Co., Ltd.

l Industry Experience: Director Wu joined Nan Pao Resins Co., Ltd. in 2005 and has held various positions, including Assistant VP of Sales, ITLS International Development Co., Ltd. And Director of the Taiwan Paints Industry Association.

Director Wu possesses professional expertise in business management and strategic leadership.

1. Serves as Executive General Manager of the Company’s Paints and Coatings Business Division, classified as a managerial officer.

2. Concurrently serves a director,   supervisor or Chairman of the Company’s affiliated enterprises (subsidiaries).

3. Elected as a director as the representative appointed by Guang Rong Investment Ltd., a corporate shareholder ranked among the top five shareholders of the Company.

4. For others, conformance to independence specified in article 3-1 of "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies," promulgated by the Financial Supervisory Commission.

0

Jing-Jung, Kuo

Independent Director Kuo holds a Bachelor’s Degree in Industrial Management Science from National Cheng Kung University and later obtained a M.S. degree in Industrial Management from National Cheng Kung University, and in Accounting from Southern Illinois University in the United States. She currently serves as Independent Director of Cystech Electronics Corp. and Arizon RFID Technology (Cayman) Co., Ltd., Managing Partner of RSM Taiwan, and Supervisory Director of Chinese Tax Agents Association. She previously served as an Assistant Professor in the Department of Accounting at Tamkang University (2010–2024), Deputy Chairman of the Accounting and Auditing Committee of the Taipei CPA Association (2014–2017), Director/Supervisor of the National Federation of CPA Associations of the R.O.C. (2015–2021), Supervisor of Objective Design Co., Ltd. (2017–2023), Chairman of the Accounting and Auditing Committee of CPA Association R.O.C.(Taiwan) (2019–2025), and Chairman of the Taipei Tax Agents Association (2023–2026).

l Risk Management Experience: Independent Director Chen serves as the Convener of the Audit Committee and the Sustainable Development Committee of the Company, which are responsible for overseeing risk management practices in the areas of financial risk, internal control risk, sustainability risk, compliance risk, and information security risk.

Independent Director Kuo holds CPA certifications in Taiwan, the United States, and Mainland China, and has over 25 years of experience in accounting practice, taxation, and advisory services. She possesses professional expertise in accounting, business management, leadership and decision-making, taxation and ESG-related matters.

The  independent directors listed on the left have all met, prior to their election and during their tenure, the qualifications stipulated 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, as provided by Article 14-3 of the Securities and Exchange Act, Independent Directors have been granted the authority to fully participate in decision-making and express their opinions, enabling them to independently carry out their relevant duties.

2

Yeong-Tsyr, Hwang

Independent Director Huang graduated from the Department of Chemistry at National Taiwan University and subsequently obtained her master’s and doctoral degrees in Chemistry from the University of Kansas in the United States. She previously served as the Director of the Office of Research and Development and an Assistant Professor in the Department of Chemical and Materials Engineering at National Southern Taiwan University of Science and Technology (2003–2018), as well as an Independent Director of Nantex Industry Co., Ltd., among other positions.

l Industry Experience: Independent Director Hwang previously worked as a Senior Researcher at Rohm and Haas Company (1985–1992), Deputy Director of the Specialty Polymers Division at the Industrial Technology Research Institute (1994–1998), and Executive Vice President of E'DALE TECHNOLOGY CO., LTD. (1998–2003).

l  Risk Management Experience: Independent Director Chiang serves as a member of the Audit Committee and the Sustainable Development Committee of the Company, which are responsible for overseeing risk management practices in the areas of financial risk, internal control risk, sustainability risk, compliance risk, and information security risk.

Independent Director Huang has more than 15 years of experience in education and professional expertise in chemical materials and related fields, with professional knowledge and experience in the industry and ESG-related matters.

The  independent directors listed on the left have all met, prior to their election and during their tenure, the qualifications stipulated 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, as provided by Article 14-3 of the Securities and Exchange Act, Independent Directors have been granted the authority to fully participate in decision-making and express their opinions, enabling them to independently carry out their relevant duties.

0

Na-Jung, Fang

Independent Director Fang graduated from the Department of Law at National Chung Hsing University and subsequently obtained a master’s degree from the Graduate Institute of Law at National Chung Hsing University. She currently serves as an attorney at Cheng Yang Law Firm, a Director of Santi Renewable Energy Co., Ltd., and an Independent Director of Nan Ren Lake Leisure Amusement Co., Ltd. She previously served as Chief Prosecutor at the Kaohsiung Branch of the Taiwan High Prosecutors Office (2018–2025).

l  Risk Management Experience: Independent Director Kuo serves as a member of the Audit Committee and the Sustainable Development Committee of the Company, which are responsible for overseeing risk management practices in the areas of financial risk, internal control risk, sustainability risk, compliance risk, and information security risk.

Independent Director Fang has practiced law for over 25 years and possesses professional expertise in legal affairs and ESG-related matters.

The  independent directors listed on the left have all met, prior to their election and during their tenure, the qualifications stipulated 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, as provided by Article 14-3 of the Securities and Exchange Act, Independent Directors have been granted the authority to fully participate in decision-making and express their opinions, enabling them to independently carry out their relevant duties.

1

 

Diversification of the Board

In line with the policy of membership diversification for the board of directors, as stipulated in the "Corporate Governance Best Practice Principles" which includes but not restrict the following two standards:

(1)Basic condition: gender, age, nationality, race and culture, etc.

(2)Professional knowledge and skill: professional background (such as law, accounting, industry, finance, marketing or technology), professional skill and industrial experience.

 

The Company select 7 directors (including 3 independent directors) at 2026 Shareholders' Meeting on May 29, 2026. The members of the board are all outstanding figures in industry and academia, boasting mutually complemented industrial experience, as well as expertise in finance, accounting and law, meeting the diversified board management targets.

 

Management targets:

 

(1)The female directors shall reach one-third of the Board; 

(2)More than one-third of the board seats are independent directors;

 

(3)Directors concurrently act as managerial officers shall not be more than one-third of the board seats;

(4)No more than two directors have a marital relationship, or a relative within the second degree of kinship to any other director of the Company.

 

Target achievements:

 

(1)The female directors account for 42.86% of the Board;

(2)The proportion of independent directors is 42.86%;

 

(3)The proportion of directors concurrently act as managerial officers is 42.86%;

(4)No directors have a marital relationship, or a relative within the second degree of kinship to any other director of the Company.

 

Achieved

Achieved

Unachieved

Achieved

  

Implement the Policy of Diversification in the Board

  

      

Items

                      

 

 

 

Name

Basic Condition

Date First Elected

Tenure as Indepen-dent Directors

Employ-ed by

NanPao

Concur-rently Serve as Manager

Professional Knowledge and Skills

Industry Experience

Gender

Age

Nationa-lity

Busi-ness Manage-ment

Leader-ship Decision-making

Accoun-ting

Taxa-tion

Legal

ESG

Chemical Industry

Plastics Industry

Sports and Leisure

Textile Fibers

Internet and Commu-nications

Food Industry

Building Materials and Construc-tion

Semicon-ductor

Ying-Ling, Huang

Male

31-40

ROC

20200616

 

ü

ü

ü

ü

 

 

 

 

ü

 

 

 

ü

ü

 

 

Sen-Mao, Kuo

Male

51-60

ROC

20260529

 

ü

ü

ü

ü

 

 

 

 

ü

 

 

 

 

 

 

 

Shuen-Hsing, Wu

Male

41-50

ROC

20260529

 

ü

ü

ü

ü

 

 

 

 

ü

 

 

 

 

 

ü

 

Chih-Hung, Shih

Male

61-70

ROC

20220520

 

 

 

ü

ü

ü

 

 

 

ü

ü

ü

 

 

 

 

 

Chin-Jung, Kuo

(Independent Director)

Female

61-70

ROC

20230621

4-6 year

 

 

ü

ü

ü

ü

 

ü

 

 

 

 

ü

 

 

ü

Yeong-Tsyr, Hwang

(Independent Director)

Female

71-80

ROC

20260529

1-3 year

 

 

 

 

 

 

 

ü

 

ü

 

 

 

 

 

ü

Na-Jung, Fang

(Independent Director)

Female

61-70

ROC

20260529

1-3 year

 

 

 

 

 

 

ü

ü

 

 

 

 

 

 

 

 

 

 

Independence of the Board

The board of the Company is independent:

(1)7 seats include 3 independent directors (42.86%). All independent directors meet the independence conditions of the "Measures for the Appointment of Independent Directors of Public Offering Companies and Matters to Be Followed".

(2)Independent directors shall serve no more than three consecutive terms, and concurrently serve as independent directors of other public companies shall not exceed three. There are 2 independent directors whose term of office is 7-9 years, and 1 independent director whose term of office is 1-3 years.

(3)There is no spouse or second-degree relative relationship between directors (there is no circumstance specified in Item 3 and Item 4 of Article 26-3 of the Securities Exchange Act).

(4)All directors uphold a high degree of self-discipline. Those who have an interest in the proposals listed on the board of directors, themselves or the legal person they represent, shall not participate in the discussion when the important content of their interest relationship is stated at the board meeting, if it is harmful to the interests of the Company, the directors shall be abstained from discussion and voting, and shall not act on behalf of other directors to exercise their voting rights.

 

Director' Liabilities

Nan Pao does not limit or exempt directors from liabilities imposed by law through its Articles of Incorporation or internal regulations. Directors are required to fulfill their duties of loyalty and exercise the due care of a good administrator in accordance with applicable laws, regulations, and Company policies, and are legally accountable for the performance of their duties. Since 2017, the Company has maintained directors’ liability insurance covering liabilities that directors may legally incur in the course of performing their duties, thereby mitigating and distributing the risk of significant losses to the Company and its shareholders arising from directors’ errors or omissions. Such insurance serves solely as a risk management measure and does not constitute any limitation of or exemption from directors’ legal liabilities.  

 

 

  • The succession planning and implementation for members of the Board of Directors can be found in the Career Development section.

 

 

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