Corporate Governance
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  Board of Directors  
  icon Directors  
 
Title Name Experience(Education)
Chairman Lee, Yin-Chia Chairman of Shanghai Fuyi Daohe Investment Management Co., Ltd.
Master of International Management, National School of Development, Peking University
Director Chen, Yuan-Kai Chairman of Yuma International Co., Ltd.
Master of Finance, National Taiwan University
Director Wu, Ya-Hui Accountant at Zhu Jin Accounting Firm
Bachelor's degree in Accounting, National Chengchi University
Independent Director Chiu, Hsien-Chin Director of Management at Aplus Biotechnology Co.,Ltd.
Master's degree in Accounting from Taipei University
Independent Director Yang, Chia-Shen Research Director, Yongkun Asset Management Co., Ltd.
Master of Economics, Tsinghua University
Independent Director Lee, Chih-Jen Partner, Straits Capital Management Consulting Co., Ltd.
PhD in Civil Engineering, Purdue University
 
icon Resolutions Submitted by the Board
icon Attendance of Board Meetings and Advanced Studies
icon Communication between Independent Directors, Internal Audit Supervisors and Accountants
icon Board Membership Expertise, Independence and Diversification.
icon Succession planning for board members and key management personnel.
  Members of Audit Committee  
Audit Committee is composed of all independent directors and holds meetings once every season. Its main responsibilities are:
1. Establish or revise internal control system in accordance with Article 14-1 of Securities and Exchange Act.
2. Evaluate the effectiveness of internal control system.
3. Establish or revise the handling procedures for material financial business actions, such as acquisition or disposal of assets, derivative trading, loans of funds to others, endorsement/guarantees for others in accordance with Article 36-1 of Securities and Exchange Act.
4. Matters involving conflict of interest of directors.
5. Major assets or derivative trading.
6. Making loans/endorsement of major funds or provide guarantees.
7. Raise, issuance or private placement of securities with equity.
8. Appointment (dismissal) or remuneration of certified accountants.
9. Appointment/dismissal of financial, accounting and internal audit manager.
10. Q1, Q2 and Q3 Financial Statement and Annual Financial Report.
11. Other major matters of the Company and those regulated by competent authorities.
  icon Audit Committee  
Title Name Professional Qualifications Experience
Convener Chiu, Hsien-Chin Master's degree in Accounting from Taipei University Republic of China (Taiwan) Certified Public Accountant Certified Internal Auditor in Taiwan Director of Management at Aplus Biotechnology Co.,Ltd. Chief Financial Officer at Universal Vision Biotechnology Co.,Ltd.
Member Yang, Chia-Shen Research Director, Yongkun Asset Management Co., Ltd. Master of Economics, Tsinghua University Deputy General Manager, Fuhua Securities Investment Trust Co., Ltd. Manager, Prudential Securities Investment Trust Co., Ltd.
Member Lee, Chih-Jen Partner, Straits Capital Management Consulting Co., Ltd. PhD in Civil Engineering, Purdue University Whitsun Equity Partners Limited, Vice President Partner, Straits Capital Management Consulting Co., Ltd.
1.The Company established audit committee on Jun 6, 2022. Total 3 committee members.

2. The Audit Committee's internal performance evaluation is conducted annually, using five key areas as evaluation criteria: 1. Level of involvement in company operations; 2. Understanding of functional committee responsibilities; 3. Improving the quality of functional committee decision-making; 4. Composition and selection of functional committee members; and 5. Internal control, totaling 20 indicators. The evaluation results for 2024 were submitted to the Board of Directors on March 6, 2025, meeting corporate governance requirements and effectively enhancing the Board's functions.

3. The term of office for this committee is from May 27, 2025 to May 26, 2028. As of December 31, 2025, two meetings have been held. The attendance of committee members is as follows:
Title Name Attendance
in
Person
Attendance
by
Proxy
Attendance Percentage
of the
Attendance in Person %
Remark
Convener Chiu, Hsien-Chin 2 0 2 100  
Member Yang, Chia-Shen 2 0 2 100  
Member Lee, Chih-Jen 2 0 2 100
Audit Committee's Annual Work Priorities and Resolutions for 2025:
1. Review of Financial Reports: The Board of Directors prepared the Company's 2024 Business Report, Financial Statements, and Profit Distribution Statement, etc. The financial statements were audited by Liben Taiwan United Certified Public Accountants, who issued an audit report. The Audit Committee considers the aforementioned Business Report, Financial Statements, and Profit Distribution Statement to be in compliance with regulations.
2. Audit Committee's Review of the Effectiveness Assessment of the Internal Control System for 2024: Based on the self-assessment results of the internal control systems of each unit (including overseas subsidiaries), the audit plan implementation results of the auditing unit for the entire year, and in accordance with the criteria for judging the effectiveness of the internal control system as stipulated in the "Guidelines for the Establishment of Internal Control Systems by Publicly Listed Companies," the Audit Committee conducted an overall assessment to reasonably ensure that the Company's internal control system (including supervision and management of subsidiaries) as of December 31, 2024, complies with relevant regulations and laws. The Audit Committee considers the design and implementation of the Company's internal control system to be effective.
3. Reviewed and approved revisions to the "Procedures for Acquiring or Disposing of Assets," the "Rules of Procedure for Shareholders' Meetings," and related internal control regulations.
4. Appointed a new accounting supervisor and reviewed their qualifications to ensure compliance with regulatory requirements.
5. Appointed accountants: To ensure the independence of the certified public accountants, the independence of the certified public accountants is regularly assessed in accordance with the Company's "Code of Corporate Governance Practices." The independence, professionalism, and competence of Cheng Chien-Hsien and Tao Hung-Wen, certified public accountants of Liben Taiwan United Accounting Firm, were reviewed and approved by the 11th Audit Committee of the First Meeting on March 6, 2025, and they are deemed fully qualified to serve as the Company's certified public accountants.
  Remuneration Committee  
The Company established remuneration committee on Dec. 23, 2011. Its major responsibilities are:
1.Establish and regularly review the performance evaluation of directors and managers and the policy, system, standard and structure of remuneration.
2.Regularly evaluate performance goal achievement on directors and managers and suggest the content and amount of their individual remuneration.
3. The Remuneration Committee conducts an internal performance evaluation annually, using five key areas as evaluation criteria: 1. Level of participation in company operations; 2. Understanding of the responsibilities of functional committees; 3. Improving the decision-making quality of functional committees; 4. Composition and selection of members of functional committees; and 5. Internal control, totaling 20 indicators. The evaluation results for 2024 were submitted to the Board of Directors on March 6, 2025, and met the requirements of corporate governance, effectively enhancing the functions of the Board of Directors.
  icon Members of Remuneration Committee  
 
Title Name
Convener Chiu, Hsien-Chin
Member Yang, Chia-Shen
Member Lee, Chih-Jen
 
The meeting date, proposal content and resolution results of the 2025 Remuneration Committee are as follows
Remuneration Committee Meeting Date、Period Proposal content Resolution result
2025/3/6
The 7th Session of the 5th
1.Approved of the proposal of days bonus and performance bonus distribution of role bonus to executives above the manager level P&L for 2024. 2.The proposal for employee bonus distribution of 2024 was approved. All Committee member agreed to approve.
2025/8/11
The 1th Session of the 6th
1.Approved the thedelivery the independent reward of the first half year in 2025 to the supervisors above the manager. All Committee member agreed to approve.
  Internal Audit  
The board of the Company shall regulate the Company’s audit system and procedures and review the Company’s internal audit system and audit reports in accordance with “Regulations Governing Establishment of Internal Control Systems by Public Companies”
icon Audit Department and Internal Auditors
Baolong Internal Audit is a unit that reports directly to the Board of Directors, which comprised of a chief audit officer and audit personnel matched the qualification criteria of FSC. The names, ages, educational background, experience, seniority, and training of the internal auditors shall be reported to the FSC based on its regulated format for recording by the end of January each year.
icon Appointment and Dismissal of Auditors
1.The appointment and dismissal of the chief audit officer is approved by the Audit Committee and submitted to the Board of Directors for approval.
2.The appointment, dismissal, evaluation, and salary/remuneration of auditors are handled in accordance with the “Principles for the Recruitment, Appointment, Determination of Salary of Newcomers, “Regulations Governing Employees Salary”, “Regulations Governing Performance Evaluation” and “Principles for Employees’ Resignation Procedures” and the evaluation performance will be conducted twice a year. The aforementioned appointments, dismissals, evaluations and salary/remuneration will be submitted to the Chairman of the Board of Directors for approval in accordance with the Approval Procedures. The aforementioned regulations have been disclosed in the Company’s Internal Regulations Zone.
icon Objectives of Audit
The aims of our internal audit program are to conduct audits effectively, to evaluate problems in the internal control system and assess the efficiency of operations to ensure that such a system can be carried out effectively on a continuous basis, and to assist the board of directors and management to perform their duties effectively so as to ensure a sound corporate governance system. Therefore, our internal audit program shall take into consideration the overall operational activities of the firm and its subsidiaries in establishing an effective internal control system that will be constantly reviewed and updated so as to keep up with the changing environment inside and outside the company and to ensure that the design and enforcement of the system remain effective.
icon Procedure of Audit icon Regular Declaration of Audit
Evaluation of transaction risk via internal control cycle
Approval of board of directors for annual audit plan
Conduct regular or irregular auditing work
Post-audit communication and final forum
Audit reporting
Follow-up and upgrading reporting
Self-Assessments of internal control system
Declaration of audit plans
Declaration of audit team
Declaration of insufficiency
Statement of internal control
Report of insufficiency improvement
icon Audit Performance Report
The audit report shall be delivered to audit committee by the end of next month upon the completion of audit items after reviewed by audit manager and reported to assigned board members and obtained instructions.
  Implementations of Corporate Governance  
The Company has passed that Assistant vice president, Wu, Kuo-Shan, will serve as the chief corporate governance officer by resolution during the board meeting on May 14, 2021. Assistant vice president, Wu, Kuo-Shan, had conducted tasks as chief accounting officer for over 20 years at public companies. As a chief corporate governance officer, his major responsibilities will be:
1.Handle relevant matters and prepare the minutes for board meeting and shareholders’ meeting.
2.Assist the office taking and continued advanced studies of directors.
3.Provide the information required for directors to execute business.
4.Assist the directors in law compliance.
5.Other matters established in accordance with Articles of Incorporation or contracts.
icon Implementations of Corporate Governance and Advanced Studies during the Recent Years
  Implementation of Specific Precautions Against Insider Trading  
The Company provides educational and promotional programs on the relevant laws and regulations related to prevention of insider trading to current directors, managers, and employees at least once a month; for new directors and managers, educational and promotional programs are arranged within two days of taking office, and for new employees, educational and promotional programs are provided by human resources during pre-employment training. Every 25th of each month, the current directors and managers were given relevant advocacy on the confidentiality of material information, as well as the reasons for insider trading, the identification process, and transaction examples. On Mar 27 , 2025, Spr 25, 2025, the Company held a morning meeting to reiterate its commitment to confidentiality. The Company has also posted the relevant information on its website and internal employee system for reference by relevant personnel.
Date Object Times Total Hours Course Content
Inauguration
day
new insider 1 1 1.Internal Material Information Processing Procedures & Confidentiality Commitment Letter
2.Introduction to insider trading and vesting rights
Every 25th of
each month
All insider 11 33 1. Reminder of the important content of the "Securities Investors and Futures Traders Protection Law" and its impact on its rights and obligations
2. Reiterate "insider trading" and "right to belong"
3. Matters needing attention in the declaration of shareholding changes
Inauguration
Day
New employees 1 1 1. Publicity of confidentiality commitment
2. Procedures for Execution of Confidentiality Commitment Letter
Mar 27, 2025
Sep 25 , 2025
All employees 11 4 1. Reaffirm the confidentiality commitment to the employees
2. Procedures for Execution of Confidentiality Commitment Letter
  The specific situation of implementing honest management  
The company has formulated the code of integrity management, operation procedures and behavior guidelines for integrity management, which are submitted to the board of directors for approval in accordance with the regulations. According to the company's "operation procedures and behavior guidelines for integrity management", the human resource unit of the headquarters is the responsible unit for promoting corporate integrity management. Report to the board of directors once a year (the next report to the board of directors is expected to be in the fourth quarter of 2023), responsible for assisting the board of directors and management to formulate and supervise the implementation of integrity management policies and prevention plans to ensure the implementation of the integrity management code. In 2022, the company's implementation of the integrity management policy report is as follows:
1.A total of 20 measures related to honest management will be explained through the morning meeting on the third week of each month. Please refer to the following "2022 promotion of corporate integrity management implementation".
2.According to the company's method of handling mail addresses of concern, the Taiwan factory has not received feedback from the mail addresses of concern.
3.Education and training publicity: In 2022, a total of 33 morning meetings will be held to conduct education and training related to integrity management, each time 5 minutes, a total of 1 hour, the target is a total of 13 employees, and the total number of participants is 429 person-times. Details of "Promoting the implementation of corporate integrity management in 2022".
4.Integrity management status of suppliers signing: In 2022, a total of 1 suppliers signed the contract, and the signing rate was 100%. Promoting the implementation of corporate integrity management in 2022 Integrity Commitment Letter
icon Promoting the implementation of corporate integrity management in 2022
icon Integrity Commitment
  Cardinal Corporate Codes  
icon Articles of Incorporation(Nomination system was adopted for election of directors)
icon Ethical Corporate Management Best Practice Principles
icon Corporate Governance Principles
icon Procedures for Ethical Management and Guidelines
icon Rules and Procedures of Shareholders Meeting
icon RISK MANAGEMENT PRINCIPLES
icon Rules for Election of Board of Directors
icon Codes of Ethical Conduct
icon Rules and Procedures of Board of Directors
icon Procedures for Lending Funds to Other Third Parties
icon Rules for Performance Evaluation of Board of Directors
icon Procedures for Endorsement and Guarantee
icon Rules for Governing the Responsibilities of Independent Directors
icon Procedures for Acquisition or Disposal Assets
icon Audit Committee Charter
icon Policies and Procedures for Financial Derivatives Transactions
icon Remuneration Committee Charter
icon Internal Procedures for Handling Material Inside Information
icon Rules for Whistleblowing
icon Human Rights Policy
icon Rules Governing Financial and Business Matters Between this Corporation and its Affiliated Enterprises 
icon Corporate Social Responsibility Best Practice Principles