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Corporate Governance

Corporate Governance

► Board of Directors

Title	Name	Biography
Chairman	Te Yi Investment Co., Ltd. Representative of ：Ching-Kun Lee	Chairman of TBI Motion Technology Co., Ltd. Chairman of Comtop Technology Co., Ltd. Supervisor of Fushan International Investment Co., Ltd.
Director	Ching-Sheng Lee	President of TBI Motion Technology Co., Ltd. General Manager of TBI MOTION Technology Co., Ltd. Chairman of Smartech & Green Co., Ltd.
Director	Smartech & Green Co., Ltd. Representative of ：Szu-Ying Lee	CEO of TBI Motion Intelligence Co., Ltd. CEO of TBI Motion Technology (Suzhou) Co., Ltd. CEO of TBI Motion Technology (USA) LLC
Director	Chun-Yen Yeh	Certified Public Accountant Certified Internal Auditor Licensed Small and Medium Enterprise Financial Management Consultant Patent Attorney Chief Financial Officer of Annji Pharmaceutical Co., Ltd. Independent Director of Taiho Biotechnology Group Co., Ltd. (Cayman Islands)
Independent Director	I-Lin Liu	Associate Vice President, Sales, Orix Taiwan Corporation Business Manager, Taiwan Branch, Hewlett-Packard Financial Services (Singapore) Pte. Ltd. Adjunct Assistant Professor, Department of Information Management, Shih Hsin University
Independent Director	Chung-Li Fang	Chairman of Zong-Heng Public Relations Consulting Co., Ltd. Supervisor of Hezong Corporation
Independent Director	Cheng-I Chou	TIPS Self-Assessment Evaluator Chairman, 5th NTUT Industrial Engineering and Management EMBA Association Standing Supervisor, 7th NTUT College of Management EMBA Alumni Association General Manager of Chen Shiang Intellectual Property Inc. Chief Executive Officer of Chen Shiang Intellectual Property Office

► Duties and Responsibilities of the Board of Directors

The Board of Directors of the Company is responsible for providing strategic guidance, supervising management, and being accountable to the Company and its shareholders.
All corporate governance systems, operational arrangements, and procedures shall ensure that the Board exercises its authority in accordance with applicable laws and regulations, the Company’s Articles of Incorporation, and resolutions of shareholders’ meetings.

► Operation of the Board of Directors (Recent Year)

Board Meetings Held During the Most Recent Year Key Agenda Items and Resolutions
Date	Resolutions Adopted
2025/1/14	1.Approval of the acquisition of land use rights by subsidiary TBI Motion Technology (Jiangsu) Co., Ltd. 2.Approval of bank bill discount financing for subsidiary TBI Motion Technology (Suzhou) Co., Ltd. 3.Appointment of a new Head of Internal Audit.
2025/3/11	1.Approval of the 2024 Internal Control System Effectiveness Assessment and Internal Control Statement. 2.Approval of the 2024 Business Report and Financial Statements. 3.Approval of the appropriation of accumulated losses for 2024. 4.Change of the Company’s certifying certified public accountants. 5.Appointment and remuneration of CPAs for the audit of the 2025 financial and tax statements. 6.Determination of the date, venue, and agenda of the 2025 Annual General Meeting of Shareholders. 7.Determination of the location and period for shareholder proposal submissions for the 2025 AGM. 8.Determination of the location and period for director nominations for the 2025 AGM. 9.Issuance of new shares through conversion of corporate bonds. 10.Approval of overdue accounts receivable not classified as capital loans. 11.Approval of bank credit facilities. 12.Amendments to certain provisions of the Articles of Incorporation. 13.Amendments to certain provisions of the Insider Trading Prevention Procedures. 14.Promotion of a Vice President.
2025/5/7	1.Approval of the 2025 first-quarter financial statements. 2.Approval of the full re-election of directors and review of director nominees. 3.Approval to lift non-compete restrictions on newly appointed directors and their representatives. 4.Amendments to the Authorization Authority Table. 5.Issuance of new shares through conversion of corporate bonds. 6.Approval of overdue accounts receivable not classified as capital loans. 7.Approval of bank credit facilities.
2025/6/26	1.Election of the Chairman of the 6th Board of Directors. 2.Appointment of members of the 5th Remuneration Committee. 3.Appointment of members of the 2nd Sustainable Development Committee.
2025/7/14	1.Approval of asset acquisition by the Company. 2.Approval of group asset transactions. 3.Approval of capital loans to subsidiaries. 4.Adjustment of executive compensation. 5.Approval of bank credit facilities.
2025/8/12	1.Approval of the 2025 second-quarter financial statements. 2.Approval of overdue accounts receivable not classified as capital loans. 3.Issuance of new shares through conversion of corporate bonds. 4.Amendments to corporate bond issuance and conversion terms. 5.Approval of the 2024 Sustainability Report. 6.Amendments to the Authorization Authority Table.
2025/11/7	1.Approval of the 2026 Internal Audit Plan. 2.Approval of the 2025 third-quarter financial statements. 3.Approval of overdue accounts receivable not classified as capital loans. 4.Issuance of new shares through conversion of corporate bonds. 5.Establishment of internal control procedures for subsidiary TBI Motion Technology (Jiangsu) Co., Ltd. 6.Amendments to the payroll cycle procedures. 7.Establishment of Risk Management Policies and Procedures. 8.Approval of bank credit facilities. 9.Approval of bank bill discount financing for subsidiary TBI Motion Technology (Suzhou) Co., Ltd. 10.Amendments to the Authorization Authority Table. 11.Withdrawal of amendments to corporate bond issuance and conversion terms. 12.Approval of asset acquisition by subsidiaries.
2025/12/15	1.Approval of the 2026 Annual Budget. 2.Approval of asset acquisition by the Company. 3.Approval of group asset transactions. 4.Approval of bank bill discount financing for subsidiary TBI Motion Technology (Jiangsu) Co., Ltd. 5.Appointment of the Chief Sustainability Officer of the Sustainable Development Committee.
Term of the current Board of Directors：From June 26, 2025 to June 25, 2028. The Board convened 8 meetings during the most recent year, with an average attendance rate of 96%.

► Board Diversity Policy and Implementation

Director Election System and Procedures
The election of directors (including independent directors) of the Company is conducted in accordance with the “Director Election Procedures” and Article 192-1 of the Company Act, adopting a candidate nomination system. Prior to the book-closing date before the shareholders’ meeting, the Company publicly announces matters related to the acceptance of director (including independent director) nominations, including the nomination period and the number of positions to be elected. The nomination period shall not be less than ten (10) days. The list of director candidates is reviewed by the Board of Directors to confirm compliance with qualification requirements and subsequently submitted to the shareholders’ meeting for election.

Director Election System and Procedures

The election of directors (including independent directors) of the Company is conducted in accordance with the “Director Election Procedures” and Article 192-1 of the Company Act, adopting a candidate nomination system.
Prior to the book-closing date before the shareholders’ meeting, the Company publicly announces matters related to the acceptance of director (including independent director) nominations, including the nomination period and the number of positions to be elected. The nomination period shall not be less than ten (10) days.
The list of director candidates is reviewed by the Board of Directors to confirm compliance with qualification requirements and subsequently submitted to the shareholders’ meeting for election.

Board Composition and Diversity Policy
The Company stipulates in its “Corporate Governance Best Practice Principles” and “Director Election Procedures” that the composition of the Board shall take diversity into consideration. Based on the Company’s operational characteristics and future development needs, a Board diversity policy has been established, covering dimensions such as gender, age, educational background, and professional experience.

Board Composition and Diversity Policy

The Company stipulates in its “Corporate Governance Best Practice Principles” and “Director Election Procedures” that the composition of the Board shall take diversity into consideration.
Based on the Company’s operational characteristics and future development needs, a Board diversity policy has been established, covering dimensions such as gender, age, educational background, and professional experience.

Board Responsibilities and Governance Effectiveness
Members of the Board possess diverse core competencies and effectively fulfill their duties, including establishing a sound board governance framework, supervising, appointing, and guiding management, strengthening corporate management functions, and taking responsibility for the Company’s overall operational performance across economic, social, and environmental dimensions, with the objective of maximizing stakeholder value. The 6th Board of Directors consists of seven (7) directors, including three (3) independent directors and one director of a different gender. The professional backgrounds of Board members span business management, leadership and decision-making, industry expertise, financial accounting, and legal affairs. All directors possess the knowledge, skills, and professional competence necessary to perform their duties, effectively implementing the Company’s Board diversity policy. Furthermore, for each major competency area—including business management, leadership and decision-making, and financial accounting—at least one Board member meets the relevant professional criteria, aligning with the Company’s diversity policy objectives. Under the leadership of the Chairman, the Board continues to strengthen its governance functions, enhance supervisory mechanisms, and improve overall management effectiveness to uphold the core principles of corporate governance.

Board Responsibilities and Governance Effectiveness

Members of the Board possess diverse core competencies and effectively fulfill their duties, including establishing a sound board governance framework, supervising, appointing, and guiding management, strengthening corporate management functions, and taking responsibility for the Company’s overall operational performance across economic, social, and environmental dimensions, with the objective of maximizing stakeholder value. The 6th Board of Directors consists of seven (7) directors, including three (3) independent directors and one director of a different gender.
The professional backgrounds of Board members span business management, leadership and decision-making, industry expertise, financial accounting, and legal affairs. All directors possess the knowledge, skills, and professional competence necessary to perform their duties, effectively implementing the Company’s Board diversity policy.
Furthermore, for each major competency area—including business management, leadership and decision-making, and financial accounting—at least one Board member meets the relevant professional criteria, aligning with the Company’s diversity policy objectives.
Under the leadership of the Chairman, the Board continues to strengthen its governance functions, enhance supervisory mechanisms, and improve overall management effectiveness to uphold the core principles of corporate governance.

Board Structure and Tenure Overview
Among the members of the Board, two (2) directors are employees, accounting for 29% of Board seats. There are three (3) independent directors, representing 43%, and none of the independent directors has served more than three years. The age distribution of directors is as follows: Ages 30–39: 1 director ； Ages 40–49: 1 director ； Ages 50–59: 2 directors ； Ages 60–69: 2 directors ； Ages 70–79: 1 director。
Core Diversity Competencies Director Name	Business Management	Leadership and Decision-Making	Industry Expertise	Financial Accounting	Legal Affairs
Te Yi Investment Co., Ltd. Representative of ：Ching-Kun Lee	V	V	V
Ching-Sheng Lee	V	V	V
Smartech & Green Co., Ltd. Representative of ：Szu-Ying Lee	V	V	V
Chun-Yen Yeh	V	V	V	V
I-Lin Liu	V	V	V	V
Chung-Li Fang	V	V	V		V
Cheng-I Chou	V	V	V		V

► Communication Policy and Summary with Independent Directors, Internal Audit Manager, and Accountant

Communication Policy between Independent Directors and Internal Audit Manager
The Audit Department conducts internal control reviews and management procedures monthly, prepares audit reports, and submits them to the Chairman for approval. The reports are then delivered to the members of the Audit Committee by the end of the following month. If there are any questions or instructions from the Audit Committee members, they will contact the Internal Audit Manager via phone or email to address the issues or directives. The Internal Audit Manager attends each Audit Committee meeting (at least quarterly), reports on audit activities, and communicates face-to-face with independent directors. If the Internal Audit personnel discover significant violations or concerns about potential major harm to the company, they will immediately prepare a report for approval and notify the members of the Audit Committee. The communication channels between the company's independent directors and the Internal Audit Manager are smooth and effective.

Communication Policy between Independent Directors and Internal Audit Manager

The Audit Department conducts internal control reviews and management procedures monthly, prepares audit reports, and submits them to the Chairman for approval. The reports are then delivered to the members of the Audit Committee by the end of the following month. If there are any questions or instructions from the Audit Committee members, they will contact the Internal Audit Manager via phone or email to address the issues or directives.
The Internal Audit Manager attends each Audit Committee meeting (at least quarterly), reports on audit activities, and communicates face-to-face with independent directors.
If the Internal Audit personnel discover significant violations or concerns about potential major harm to the company, they will immediately prepare a report for approval and notify the members of the Audit Committee.
The communication channels between the company's independent directors and the Internal Audit Manager are smooth and effective.

Communication Policy between Independent Directors and Accountant
The accountant reports on the results of financial statement audits or reviews, as well as other regulatory communication matters, during Audit Committee meetings every six months. Independent directors can raise any opinions during this process, and the accountant will provide additional explanations as needed. In the event of significant or unusual situations, the accountant will immediately report to the Audit Committee. For important related issues, the board of directors may invite the accountant to attend meetings to provide professional opinions, thereby increasing interaction opportunities between the accountant and the directors/independent directors.

Communication Policy between Independent Directors and Accountant

The accountant reports on the results of financial statement audits or reviews, as well as other regulatory communication matters, during Audit Committee meetings every six months. Independent directors can raise any opinions during this process, and the accountant will provide additional explanations as needed.
In the event of significant or unusual situations, the accountant will immediately report to the Audit Committee.
For important related issues, the board of directors may invite the accountant to attend meetings to provide professional opinions, thereby increasing interaction opportunities between the accountant and the directors/independent directors.

Summary of Communication between Independent Directors and Internal Audit Manager
2022	2023	2024	2025	2026

2017	2018	2019	2020	2021

► Internal Audit

Internal Audit Organization
Establishment of the internal audit unit: Under the board of directors. Dedicated audit personnel: 2 full-time staff members. Appointment and dismissal of the Internal Audit Manager must be approved by the Audit Committee and reported to the board of directors for approval and filed with the Financial Supervisory Commission for record. In addition to meeting the qualifications required by the Securities and Futures Bureau, audit personnel must participate in continuous professional development in internal audit-related courses each year.

Internal Audit Organization

Establishment of the internal audit unit: Under the board of directors.
Dedicated audit personnel: 2 full-time staff members.
Appointment and dismissal of the Internal Audit Manager must be approved by the Audit Committee and reported to the board of directors for approval and filed with the Financial Supervisory Commission for record.
In addition to meeting the qualifications required by the Securities and Futures Bureau, audit personnel must participate in continuous professional development in internal audit-related courses each year.

Internal Audit Operations
The purpose of implementing internal audits is to assist the board of directors and management in identifying and reviewing deficiencies in the internal control system, evaluating the effectiveness and efficiency of operations, and providing timely improvement suggestions to ensure the continued effective implementation of the internal control system and to serve as a basis for reviewing and amending the internal control system. Audit operations are conducted by the "Guidelines for Establishing Internal Control Systems for Publicly Listed Companies" and regulations issued by the "Financial Supervisory Commission." Internal Audit Procedures: By the end of December each year, based on risk assessments, the company prepares an audit plan for the next year and submits it to the audit committee and the board of directors. The scope of the audit items covers important control operations, and amendments are handled similarly. Audits are conducted according to the plan, and the results are delivered to independent directors for review by the end of the month following the completion of the audit items. If significant violations or potential major damage to the company are discovered, a report is immediately prepared and submitted for approval, and the audit committee members are notified. For deficiencies and abnormal items found in the audit report, the audited department is notified to improve the deficiencies, and auditors track the results of the improvements. By the end of March each year, the self-assessment results of each unit's internal control system are reviewed, consolidated, and analyzed. These self-assessment results are submitted to management to serve as the main basis for the board of directors and the general manager to evaluate the overall effectiveness of the internal control system and issue the internal control system statement. Reporting of Internal Audit Operations: a.By the end of December each year: Annual audit plan (approved by the board of directors). b.By the end of January each year: List of internal auditors. c.By the end of February each year: Actual implementation status of the previous year's audit plan. d.By the end of March each year: Internal control system statement (approved by the board of directors). e.By the end of May each year: Status of improvements in internal control deficiencies and abnormal items found in the previous year's internal audit. The audit supervisor attends board meetings as required to report on audit operations.

Internal Audit Operations

The purpose of implementing internal audits is to assist the board of directors and management in identifying and reviewing deficiencies in the internal control system, evaluating the effectiveness and efficiency of operations, and providing timely improvement suggestions to ensure the continued effective implementation of the internal control system and to serve as a basis for reviewing and amending the internal control system.
Audit operations are conducted by the "Guidelines for Establishing Internal Control Systems for Publicly Listed Companies" and regulations issued by the "Financial Supervisory Commission."
Internal Audit Procedures:

By the end of December each year, based on risk assessments, the company prepares an audit plan for the next year and submits it to the audit committee and the board of directors. The scope of the audit items covers important control operations, and amendments are handled similarly.
Audits are conducted according to the plan, and the results are delivered to independent directors for review by the end of the month following the completion of the audit items. If significant violations or potential major damage to the company are discovered, a report is immediately prepared and submitted for approval, and the audit committee members are notified.
For deficiencies and abnormal items found in the audit report, the audited department is notified to improve the deficiencies, and auditors track the results of the improvements.
By the end of March each year, the self-assessment results of each unit's internal control system are reviewed, consolidated, and analyzed. These self-assessment results are submitted to management to serve as the main basis for the board of directors and the general manager to evaluate the overall effectiveness of the internal control system and issue the internal control system statement.

Reporting of Internal Audit Operations:

a.By the end of December each year: Annual audit plan (approved by the board of directors).
b.By the end of January each year: List of internal auditors.
c.By the end of February each year: Actual implementation status of the previous year's audit plan.
d.By the end of March each year: Internal control system statement (approved by the board of directors).
e.By the end of May each year: Status of improvements in internal control deficiencies and abnormal items found in the previous year's internal audit.

The audit supervisor attends board meetings as required to report on audit operations.

Download Internal Control Statement File
2021	2022	2023	2024	2025

2016	2017	2018	2019	2020

► Audit Committee

Title	Name	Professional Background
Independent Director	I-Lin Liu	Associate Vice President, Sales, Orix Taiwan Corporation. Business Manager, Taiwan Branch, Hewlett-Packard Financial Services (Singapore) Pte. Ltd. Adjunct Assistant Professor, Department of Information Management, Shih Hsin University.
Independent Director	Chung-Li Fang	Chairman of Zong-Heng Public Relations Consulting Co., Ltd. Supervisor of Hezong Corporation.
Independent Director	Cheng-I Chou	TIPS Self-Assessment Evaluator. Chairman, 5th NTUT Industrial Engineering and Management EMBA Association. Standing Supervisor, 7th NTUT College of Management EMBA Alumni Association. General Manager of Chen Shiang Intellectual Property Inc. Chief Executive Officer of Chen Shiang Intellectual Property Office.

Title

Name

Professional Background

Independent Director

I-Lin Liu

Associate Vice President, Sales, Orix Taiwan Corporation.

Business Manager, Taiwan Branch, Hewlett-Packard Financial Services (Singapore) Pte. Ltd.

Adjunct Assistant Professor, Department of Information Management, Shih Hsin University.

Independent Director

Chung-Li Fang

Chairman of Zong-Heng Public Relations Consulting Co., Ltd.

Supervisor of Hezong Corporation.

Independent Director

Cheng-I Chou

TIPS Self-Assessment Evaluator.

Chairman, 5th NTUT Industrial Engineering and Management EMBA Association.

Standing Supervisor, 7th NTUT College of Management EMBA Alumni Association.

General Manager of Chen Shiang Intellectual Property Inc.

Chief Executive Officer of Chen Shiang Intellectual Property Office.

► Duties of the Audit Committee

Audit Committee Purpose of Operation
Ensuring the fair presentation of the Company’s financial statements. Appointment, dismissal, independence, and performance of the certifying CPAs. Effective implementation of the internal control system. Compliance with applicable laws and regulations. Control of existing and potential risks.
Matters Subject to Review
Establishment or amendment of the internal control system in accordance with Article 14-1 of the Securities and Exchange Act. Evaluation of the effectiveness of the internal control system. Establishment or amendment of procedures for material financial operations, including acquisition or disposal of assets, derivatives trading, loans of funds to others, endorsements or guarantees for others, pursuant to Article 36-1 of the Securities and Exchange Act. Matters involving conflicts of interest of Directors. Material asset or derivatives transactions. Material loans of funds, endorsements, or guarantees. Offering, issuance, or private placement of equity-type securities. Appointment, dismissal, or compensation of the certifying CPAs. Appointment or dismissal of financial, accounting, or internal audit officers. Quarterly and annual financial reports signed or sealed by the Chairperson, managerial officers, and chief accounting officer. Other material matters as required by the Company or the competent authorities.

► Operational Status of the Audit Committee (Most Recent Year)

Dates, Key Agenda Items, and Resolutions of Audit Committee Meetings Held in the Most Recent Year
Date	Attending Committee Members	Agenda Items	Resolutions
2025/01/14	Mr. I-Lin Liu Mr. Chung-Li Fang Mr. Cheng-I Chou	1.Acquisition of land use rights by subsidiary TBI Motion Technology (Jiangsu) Co., Ltd. 2.Appointment of a new Chief Internal Auditor of the Company.	Upon inquiry by the Chairperson, all attending committee members raised no objections, and all proposals were approved as submitted.
2025/03/11	Mr. I-Lin Liu Mr. Chung-Li Fang Mr. Cheng-I Chou	1.Review of the Company’s 2024 Evaluation of the Effectiveness of the Internal Control System and the Internal Control Statement. 2.Review of the Company’s 2024 Annual Business Report and Financial Statements. 3.Proposal for the appropriation of losses for fiscal year 2024. 4.Change of the Company’s certifying CPAs.。 5.Appointment of CPAs for the audit of the Company’s 2025 financial statements and tax returns, and determination of audit fees. 6.Issuance of new shares through conversion of corporate bonds. 7.Review of overdue accounts receivable not constituting loans of funds. 8.Amendments to certain provisions of the Company’s Articles of Incorporation. 9.Amendments to certain provisions of the Company’s Procedures for the Prevention of Insider Trading.	Upon inquiry by the Chairperson, all attending committee members raised no objections, and all proposals were approved as submitted.
2025/05/07	Mr. I-Lin Liu Mr. Chung-Li Fang Mr. Cheng-I Chou	1.Review of the Company’s 2025 first-quarter financial statements. 2.Issuance of new shares through conversion of corporate bonds. 3.Review of overdue accounts receivable not constituting loans of funds. 4.Amendments to the Company’s Table of Authorization Levels.	Upon inquiry by the Chairperson, all attending committee members raised no objections, and all proposals were approved as submitted.
2025/07/14	Mr. I-Lin Liu Mr. Chung-Li Fang Mr. Cheng-I Chou	1.Election of the Convener and Chairperson of the Fourth Audit Committee. 2.Acquisition of assets by the Company. 3.Group asset transactions. 4.Loans of funds to subsidiaries.	Upon inquiry by the Chairperson, all attending committee members raised no objections, and all proposals were approved as submitted.
2025/08/12	Mr. I-Lin Liu Mr. Chung-Li Fang Mr. Cheng-I Chou	1.Review of the Company’s 2025 second-quarter financial statements. 2.Review of overdue accounts receivable not constituting loans of funds. 3.Issuance of new shares through conversion of corporate bonds. 4.Amendments to the regulations governing the issuance and conversion of corporate bonds.	Upon inquiry by the Chairperson, all attending committee members raised no objections, and all proposals were approved as submitted.
2025/11/07	Mr. I-Lin Liu Mr. Chung-Li Fang Mr. Cheng-I Chou	1.Approval of the 2026 Internal Audit Plan. 2.Review of the Company’s 2025 third-quarter financial statements. 3.Review of overdue accounts receivable not constituting loans of funds. 4.Issuance of new shares through conversion of corporate bonds. 5.Establishment of internal control procedures for subsidiary TBI Motion Technology (Jiangsu) Co., Ltd. 6.Amendments to the Company’s Payroll Cycle. 7.Establishment of the Company’s Risk Management Policies and Procedures. 8.Withdrawal of amendments to the regulations governing the issuance and conversion of corporate bonds. 9.Acquisition of assets by subsidiaries.	Upon inquiry by the Chairperson, all attending committee members raised no objections, and all proposals were approved as submitted.
2025/12/15	Mr. I-Lin Liu Mr. Chung-Li Fang Mr. Cheng-I Chou	1.Acquisition of assets by the Company. 2.Group asset transactions.	Upon inquiry by the Chairperson, all attending committee members raised no objections, and all proposals were approved as submitted.
Term of office: June 26, 2025 to June 25, 2028. In the most recent year, the Audit Committee convened 7 meetings, with an attendance rate of 100%.

► Compensation Committee

Title	Name	Professional Background
Independent Director	I-Lin Liu	Associate Vice President, Sales, Orix Taiwan Corporation. Business Manager, Taiwan Branch, Hewlett-Packard Financial Services (Singapore) Pte. Ltd. Adjunct Assistant Professor, Department of Information Management, Shih Hsin University.
Independent Director	Chung-Li Fang	Chairman of Zong-Heng Public Relations Consulting Co., Ltd. Supervisor of Hezong Corporation.
Independent Director	Cheng-I Chou	TIPS Self-Assessment Evaluator. Chairman, 5th NTUT Industrial Engineering and Management EMBA Association. Standing Supervisor, 7th NTUT College of Management EMBA Alumni Association. General Manager of Chen Shiang Intellectual Property Inc. Chief Executive Officer of Chen Shiang Intellectual Property Office.

Title

Name

Professional Background

Independent Director

I-Lin Liu

Associate Vice President, Sales, Orix Taiwan Corporation.

Business Manager, Taiwan Branch, Hewlett-Packard Financial Services (Singapore) Pte. Ltd.

Adjunct Assistant Professor, Department of Information Management, Shih Hsin University.

Independent Director

Chung-Li Fang

Chairman of Zong-Heng Public Relations Consulting Co., Ltd.

Supervisor of Hezong Corporation.

Independent Director

Cheng-I Chou

TIPS Self-Assessment Evaluator.

Chairman, 5th NTUT Industrial Engineering and Management EMBA Association.

Standing Supervisor, 7th NTUT College of Management EMBA Alumni Association.

General Manager of Chen Shiang Intellectual Property Inc.

Chief Executive Officer of Chen Shiang Intellectual Property Office.

► Remuneration Committee

Remuneration Committee Purpose of Operation
The Remuneration Committee performs its functions in a professional and objective manner by evaluating the Company’s remuneration policies and systems for Directors and managerial officers and submitting recommendations to the Board of Directors for reference in decision-making.
Scope of Duties
The Remuneration Committee shall, with the due care of a prudent administrator, faithfully perform the following duties and submit its recommendations to the Board of Directors for deliberation: a. Formulate and periodically review performance evaluation criteria, annual and long-term performance objectives, and remuneration policies, systems, standards, and structures for Directors and managerial officers, and disclose the performance evaluation criteria in the annual report. b. Periodically evaluate the achievement of performance objectives by Directors and managerial officers and, based on the evaluation results, determine the content and amounts of individual remuneration. The annual report shall disclose individual performance evaluation results, the content and amounts of remuneration, and the correlation and reasonableness between remuneration and performance evaluation results, and such matters shall be reported at the shareholders’ meeting. Principles Governing the Exercise of Duties When exercising the above duties, the Remuneration Committee shall adhere to the following principles: a. Ensure that the Company’s remuneration arrangements comply with applicable laws and regulations and are sufficient to attract outstanding talent. b. Performance evaluation and remuneration of Directors and managerial officers shall take into consideration prevailing industry standards and shall be assessed based on individual performance results, time devoted, responsibilities assumed, achievement of individual objectives, performance in other positions, remuneration granted to persons holding comparable positions in recent years, as well as the Company’s short-term and long-term business objectives, financial condition, operating performance, and future risks, so as to ensure reasonableness. c. Remuneration arrangements shall not induce Directors or managerial officers to engage in activities exceeding the Company’s risk appetite in pursuit of compensation. d. The proportion of remuneration based on short-term performance and the timing of payment of variable remuneration for Directors and senior managerial officers shall take into account industry characteristics and the nature of the Company’s business. e. The content and amounts of remuneration for Directors and managerial officers shall be reasonable and shall not materially deviate from the Company’s financial performance. In the event of a significant decline in profitability or prolonged losses, remuneration should not exceed that of the preceding year. If remuneration remains higher than that of the preceding year, the reasons shall be disclosed in the annual report and reported to the shareholders’ meeting. f. Members of the Remuneration Committee shall not participate in discussion or voting on matters relating to their own remuneration. The remuneration referred to in the preceding paragraphs includes cash compensation, stock options, profit sharing in the form of shares, retirement benefits or severance payments, various allowances, and other incentive measures of substantive value, and its scope shall be consistent with the disclosure requirements for Directors’ and managerial officers’ remuneration under the Regulations Governing Information to be Published in Annual Reports of Public Companies. Remuneration of Directors and Managerial Officers of Subsidiaries Where remuneration matters relating to Directors and managerial officers of the Company’s subsidiaries are subject to approval by the Company’s Board of Directors under the subsidiaries’ delegated authority framework, such matters shall first be reviewed and recommended by the Remuneration Committee before being submitted to the Board of Directors for deliberation.

Remuneration Committee Purpose of Operation

The Remuneration Committee performs its functions in a professional and objective manner by evaluating the Company’s remuneration policies and systems for Directors and managerial officers and submitting recommendations to the Board of Directors for reference in decision-making.

Scope of Duties

1. The Remuneration Committee shall, with the due care of a prudent administrator, faithfully perform the following duties and submit its recommendations to the Board of Directors for deliberation:
  - a. Formulate and periodically review performance evaluation criteria, annual and long-term performance objectives, and remuneration policies, systems, standards, and structures for Directors and managerial officers, and disclose the performance evaluation criteria in the annual report.
  - b. Periodically evaluate the achievement of performance objectives by Directors and managerial officers and, based on the evaluation results, determine the content and amounts of individual remuneration. The annual report shall disclose individual performance evaluation results, the content and amounts of remuneration, and the correlation and reasonableness between remuneration and performance evaluation results, and such matters shall be reported at the shareholders’ meeting.
2. Principles Governing the Exercise of Duties
  When exercising the above duties, the Remuneration Committee shall adhere to the following principles:
  - a. Ensure that the Company’s remuneration arrangements comply with applicable laws and regulations and are sufficient to attract outstanding talent.
  - b. Performance evaluation and remuneration of Directors and managerial officers shall take into consideration prevailing industry standards and shall be assessed based on individual performance results, time devoted, responsibilities assumed, achievement of individual objectives, performance in other positions, remuneration granted to persons holding comparable positions in recent years, as well as the Company’s short-term and long-term business objectives, financial condition, operating performance, and future risks, so as to ensure reasonableness.
  - c. Remuneration arrangements shall not induce Directors or managerial officers to engage in activities exceeding the Company’s risk appetite in pursuit of compensation.
  - d. The proportion of remuneration based on short-term performance and the timing of payment of variable remuneration for Directors and senior managerial officers shall take into account industry characteristics and the nature of the Company’s business.
  - e. The content and amounts of remuneration for Directors and managerial officers shall be reasonable and shall not materially deviate from the Company’s financial performance. In the event of a significant decline in profitability or prolonged losses, remuneration should not exceed that of the preceding year. If remuneration remains higher than that of the preceding year, the reasons shall be disclosed in the annual report and reported to the shareholders’ meeting.
  - f. Members of the Remuneration Committee shall not participate in discussion or voting on matters relating to their own remuneration.

The remuneration referred to in the preceding paragraphs includes cash compensation, stock options, profit sharing in the form of shares, retirement benefits or severance payments, various allowances, and other incentive measures of substantive value, and its scope shall be consistent with the disclosure requirements for Directors’ and managerial officers’ remuneration under the Regulations Governing Information to be Published in Annual Reports of Public Companies.

Remuneration of Directors and Managerial Officers of Subsidiaries
Where remuneration matters relating to Directors and managerial officers of the Company’s subsidiaries are subject to approval by the Company’s Board of Directors under the subsidiaries’ delegated authority framework, such matters shall first be reviewed and recommended by the Remuneration Committee before being submitted to the Board of Directors for deliberation.

► Operational Status of the Remuneration Committee (Most Recent Year)

Dates, Agenda Items, and Resolutions of Remuneration Committee Meetings Held in the Most Recent Year
Date	Attending Committee Members	Agenda Items	Resolutions
2025/01/14	Mr. I-Lin Liu Mr. Chung-Li Fang Mr. Cheng-I Chou	Proposal for the distribution of year-end bonuses.	Upon inquiry by the Chairperson, all attending committee members raised no objections, and all proposals were approved as submitted.
2025/07/14	Mr. I-Lin Liu Mr. Chung-Li Fang Mr. Cheng-I Chou	1.Election of the Convener and Chairperson of the Fifth Remuneration Committee. 2.Promotion of a Vice President.	Upon inquiry by the Chairperson, all attending committee members raised no objections, and all proposals were approved as submitted.
2025/12/15	Mr. I-Lin Liu Mr. Chung-Li Fang Mr. Cheng-I Chou	Review of remuneration policies and compensation for Directors and managerial officers.	Upon inquiry by the Chairperson, all attending committee members raised no objections, and all proposals were approved as submitted.
Term of office: June 26, 2025 to June 25, 2028. In the most recent year, the Remuneration Committee convened 3 meetings, with an attendance rate of 100%.