Corporate Governance

Board Composition and Responsibilities

Corporate Governance

Functional Committee

Responsibilities and composition of the Board of Directors

According to the Company's Articles of Incorporation, the Company shall have no less than five directors (including independent directors) and shall not exceed nine directors.

Its main responsibilities are:

Guide company strategy
Supervise senior management
Responsible to the company and shareholders

List of Board of Directors

Job title	Name	Nationality	Main experience (Education).
Chairman	YFY GLOBAL Investment B.V. Representative: Felix Ho	Republic of China.	MBA, MIT Sloan School of Management. Chairman of Arizon RFID Technology Co., Ltd.
Director	YFY Paradigm Investment Co., Ltd. Representative: David Lo	Republic of China.	Master of Financial Management, S.C. Johnson College of Business, Cornell University CEO of YFY Inc.
Director	YFY Development Corp. Representative: Hong-Shi Wen	Republic of China.	Deputy Plant Director, AUO Director of Innolux Corporation
Director	Bing-Yi Lin	Republic of China.	Master of Information Management, University of Washington.; Manager of Direct Investment Department, China Development Bank
Independent Director	Chin-Jung Kuo	Republic of China.	Master of Accountancy, Southern Illinois University, USA President of RSM Taiwan CPA associations (ROC)
Independent Director	Ching Yee Lee	UK	MBA, HITOTSUBASHI UNIVERSITY.; Independent Director of DR.WU SKINCARE CO., LTD.
Independent Director	Jen-Diann Chiou	Republic of China.	PhD, MIT, Chairman of INTUMIT INC.

Board of Directors Diversity Policy and Implementation

The Company approved the establishment of the “Corporate Governance Guidelines” at the second meeting of the second Board of Directors on July 12, 2022. Chapter 3 of the Guidelines, titled “Enhancing the Functions of the Board,” includes Section 1, “Board Structure,” which sets forth the Company’s policy on board member diversity.

Board Independence

This Company adopts a candidate nomination system and complying with the company’s Director Election Rules and Code of Corporate Governance to ensure the diversity and independence of board members. None of the directors is a spouse or a relative within two degrees of relationship as required by Item 3 and Item of Article 26-3 of the Securities and Exchange Act. None of the independent directors, their spouses or relatives within the second degree of relationship are directors, supervisors or employees of the Company, its affiliates or companies with specific relationships with the Company and do not hold shares in the Company; nor have they provided commercial, legal, financial or accounting services to the Company or its affiliates in the last two years.

Board diversity

The Board Members' Diversity Management Goals	The Achievement of 2025 / Measures Implemented When Goals Are Not Met
(1) Directors concurrently serving as company officers not exceed one-third of the total number of the board members	Not achieved. In the next Board of Directors re-election, the proportion of directors who are also employees of the company or affiliated companies will be reviewed and adjusted to reduce the number of such directors to less than one-third, so as to reduce the risk of potential conflicts of interest, strengthen the decision-making independence and supervision effectiveness of the board of directors, and improve the governance structure and comply with the regulations.
(2) Inclusion of directors of either gender reaching one-third of the seats.	Not Achieved, currently the board has 1 female director. Considering the current company development, it is planned to evaluate a candidate list three years later based on company needs, business considerations, risk management, and balanced professional backgrounds, aiming to meet gender diversity management objectives.
(3) The professional background of the members should encompass business management, financial accounting, legal, and risk management.	Achieved, among the current board members: 4 risk management professionals, 6 business management majors, and 1 financial accountant with various backgrounds.

The current board of the Company is consisted of 7 directors, including 3 directors with employee status and 3 independent directors.

The Company focuses on gender equality in the composition of the Board of Directors and aims to increase the number of female directors to more than one-third (33%), while current board is with 6 male member (86%) and 1 female (14%).

The diversity of the Company's board of directors is as follows

Job Title	Chairman	Director			Independent Director
Name	Felix Ho	David Lo	Hong-Shi Wen	Bing-Yi Lin	Chin-Jung Kuo	Ching Yee Lee	Jen-Diann Chiou
Sex	man	man	man	man	woman	man	man
Age	51-60	51-60	>60	41-50	>60	41-50	51-60
Served as an employee of the Company	√		√	√
Professional background
Industry	√		√	√			√
Business Management	√	√		√
financial	√				√
Operation and management	√	√	√	√		√	√
Professional knowledge and skills
Operational judgment	√		√	√		√	√
Business management	√	√	√	√		√	√
Crisis management	√	√		√			√
International market	√	√		√	√	√
Leadership decision-making	√	√	√	√	√	√	√

Board Performance Evaluation Implementation

At the Board of Directors meeting on July 12, 2022, the Company resolved to adopt the “Board Performance Evaluation Guidelines,” which stipulate that the Board of Directors and its functional committees must conduct internal performance evaluations annually. Additionally, an external professional independent organization or a team of external experts and scholars should conduct an evaluation at least once every three years. In the year of outside performance evaluations, the internal performance evaluations may be exempted.

For the fiscal year 2025, the performance evaluation of the Company’s Board of Directors, individual directors, and functional committees was conducted by an external independent organization — Taiwan Investor Relations Institute (TIRI). TIRI is a non-profit association representing the professional investor relations (IR) officers of all listed companies in Taiwan.

TIRI appointed Chairman Jonny Kuo, Supervisor Echo Wan, and Attorney Shihhao Wang as members of the evaluation. All evaluators declared that they would perform the assessment in a fair and objective manner, with no circumstances affecting their independence. The evaluation covered the operational effectiveness of the Company’s Board of Directors and its functional committees.

Evaluation Cycle	Execute once every three year.
Evaluation Period	September 1, 2024 to August 30, 2025
Evaluation Scope	Overall Board of Directors
Evaluation Method	TIRI requested the Company to provide the designated documents and distributed performance self-assessment questionnaires to all directors for completion and collection. After submitting their independence declarations, the three appointed evaluators proceeded with the assessment process. On October 8, 2025, the evaluators conducted online interviews with the Company’s Chairman, independent directors, Chief Corporate Governance Officer, and Chief Audit Officer to perform the performance evaluation.
Evaluate the content	The Board performance evaluation was conducted based on the following five aspects: Board composition and professional development. Quality of board decisions. Operational effectiveness of the Board. Internal control and risk management. The degree of the Board involvement in corporate social responsibility. The performance evaluation of the Company's individual directors was conducted based on the following six aspects: Understanding of the Company’s goals and missions. Awareness of directors’ duties and responsibilities. Participation in the Company’s operations. Internal communication effectiveness. Professional competence and commitment to continuing education. Implementation of internal control mechanisms. The performance evaluation of the Company’s functional committees was conducted based on the following five aspects: Participation in the Company’s operations. Awareness of the duties and responsibilities of the functional committees. Enhancement of the quality of decision-making by the functional committees. Composition of the functional committees and selection of members. Implementation of internal control mechanisms.
Evaluate the results	TIRI issued its assessment report on October 15, 2025, summarizing the conclusions and recommendations as follows A. Recommendations Establish a “Sustainability Development Committee” as a board-level functional committee Plan to increase the proportion of female directors to one-third of the total number of board members Ensure that the number of employee directors does not exceed one-third of the total board seats Formulate specific measures to enhance corporate value and submit them to the Board of Directors for review Amend the Corporate Governance Best Practice Principles to include a provision prohibiting directors, employees, and other insiders from trading the Company’s shares during the blackout period prior to the release of financial reports, and disclose the policy on the Company’s official website Establish a succession plan for members of the Board and key management personnel. Assign a board-level functional committee to supervise risk management and require at least one report to the Board of Directors annually. Require the Corporate Integrity Management Unit to report on its implementation at least once a year to the Board of Directors. Develop an intellectual property management plan linked to the Company’s operational goals and report its implementation to the Board of Directors at least once a year Formulate and disclose a policy linking senior executives’ remuneration to ESG performance indicators Proactively promote governance related to environmental and social dimension B. Improvement planning The selection of the Company’s Board members follows the principle of merit-based appointment. In addition, the Company will emphasize gender equality on the Board of Directors and aim to increase the proportion of female directors to at least one-third of all Board members. The Company will formulate concrete measures to enhance corporate value and submit them to the Board of Directors for approval. Relevant information will also be disclosed on the Market Observation Post System (MOPS) under the “Corporate Value Enhancement Plan” section, in order to promote shareholder value, guide continuous corporate value improvement, and strengthen shareholder engagement. The evaluation results were reported to the Board of Directors on November 11, 2025, and will serve as a reference for future improvements.

The Company has completed the implementation of the 2024 Board of Directors performance evaluation and reported the evaluation results to the Board of Directors on March 11, 2025.

Evaluation Cycle	Execute once a year.
Evaluation Period	January 1, 2024 to December 31, 2024
Evaluation Scope	Overall Board of Directors
Evaluation Method	Self-assessment
Evaluation Content	The performance evaluation criteria of the Company’s Board of Directors cover the following six key aspects: Understanding of the company’s operations and providing suggestions. Enhancing the quality of board decisions. Composition and structure of the board of directors. Selection and ongoing education of directors. Internal controls. Concern for sustainability.
Evaluation results	The Board Secretariat provided the self-assessment questionnaires related to the performance evaluation to all directors on January 15, 2025, and collected the completed questionnaires on January 24, 2025. The evaluation results were summarized as follows: The Board’s self-assessment result was rated as ‘Excellent’ (score: 4.82). The evaluation results were presented at the Board meeting held on March 11, 2025, to serve as a reference for future improvements.

The Company has completed the implementation of the 2023 Board of Directors performance evaluation and reported the evaluation results to the Board of Directors on March 12, 2024.

Evaluation Cycle	Execute once a year.
Evaluation Period	January 1, 2023 to December 31, 2023
Evaluation Scope	Overall Board of Directors
Evaluation Method	Self-assessment
Evaluation Content	The performance evaluation criteria of the Company’s Board of Directors cover the following six key aspects: Understanding of the company’s operations and providing suggestions. Enhancing the quality of board decisions. Composition and structure of the board of directors. Selection and ongoing education of directors. Internal controls. Concern for sustainability.
Evaluation results	The Board Secretariat provided the self-assessment questionnaires related to the performance evaluation to all directors on January 30, 2024, and collected the completed questionnaires on February 7, 2024. The evaluation results were summarized as follows: The Board’s self-assessment result was rated as ‘Excellent’ (score: 4.83). The evaluation results were presented at the Board meeting held on March 12, 2024, to serve as a reference for future improvements.