(1) THE BOARD OF DIRECTORS

The Board currently comprises 11 directors, 2 of whom are executive directors, 5 are non-executive directors and 4 are independent non-executive directors ("INEDs"). The composition of the Board is set out as follows:

Executive directors:

James Chun-Hsien Wei (Chairman)

Han Chia-Yin

Non-executive directors:

Han Chia-Yau

Harn Jia-Chen

Han Jia-Hwan

Chao Tien-Shin

Wei Anning

Independent non-executive directors:

Ting Yu-Shan

Hsia Li-Yan

Lee Tsai,Yu-Ling

Kao, Koong-Lian

An updated list of the Directors by category identifying their roles is at all times available on the websites of the Company and the Stock Exchange. The list specifies whether the Director is an independent non-executive Director and expresses the respective roles of each Director.

There is no relationship (including financial, business, family or other material or relevant relationship(s)) among members of the Board and between the Chairman and the chief executive, with the exception that Mr. Han Chia-Yau, Mr. Harn Jia-Chen, Mr. Han Jia-Hwan and Mr. Han Chia-Yin are brothers, and that the Chairman is also the Chief Executive Officer of the Company.

The Company identifies the independent non-executive Directors in all corporate communications which disclose the names of Directors.

Details of the biographies of the Directors are given under the section “Director and Senior Management Profile” of the Company's Annual Report.

The independent non-executive Directors play an important role on the Board. Accounting for more than one-third of the Board members, they are experienced professionals in their respective fields. They are responsible for ensuring that the Board maintains high standards of financial and other mandatory reporting as well as providing adequate checks and balances for safeguarding the interest of shareholders of the Company and the Group as a whole. Throughout the year of 2023, save as disclosed in the section headed “Corporate Governance Practices”, the Board at all times met the requirements of the Listing Rules relating to the appointment of at least three independent non-executive Directors with at least one of them possessing appropriate professional qualifications on accounting or related financial management expertise; and the number of independent non-executive Directors has represented at least one-third of the Board.

The members of the Board are responsible to the shareholders for formulating the overall business development targets and long-term company strategies, assessing results of management policies, monitoring performance of the management and ensuring effective risk management measures on a regular basis.

The directors of the Company (the “Directors”) meet regularly to review the Group’s financial and operational performance and to discuss and formulate future development plans. Regular Board meetings are attended by a majority of the Directors in person or through other electronic means of communication.

The attendance records of each Director at the Board meetings and the annual general meetings in 2023 are set out below:

DIRECTORS Board Meetings General Meetings

Executive Directors

James Chun-Hsien Wei 4/4 1/1

Han Chia-Yin 4/4 1/1

Non-executive Directors

Han Chia-Yau 4/4 0/1

Harn Jia-Chen 4/4 0/1

Han Jia-Hwan 2/4 0/1

Chao Tien-Shin 3/4 0/1

Wei Anning 4/4 0/1

Independent Non-executive Directors

Ting Yu-Shan 4/4 1/1

Hsia Li-Yan 4/4 1/1

Way Yung-Do 2/2 1/1

Chen Chih 2/2 1/1

Ms. Lee Tsai, Yu-Ling 2/2 N/A

Mr. Kao, Koong-Lian 2/2 N/A

(2) MANAGEMENT FUNCTIONS

The types of decisions which are to be taken by the Board include those relating to:

The types of decisions which are to be taken by the Board and reserved for its approval include those relating to:

• corporate and capital structure;

• corporate strategy;

• significant policies affecting the Group as a whole;

• material changes to policies adopted by the Board;

• business plan including major production and marketing plans, budgets and publication of announcements;

• key financial matters;

• change to the structure, size and composition of the Board;

• appointment, removal or reappointment of Board members, senior management and auditors;

• remuneration policy of Directors and senior management; and

• communication with key stakeholders, including shareholders and regulatory bodies.

Each Director has a copy of the Director’s Memorandum and clearly understood the above delegation policy of the Company.

For aspects of management and administration functions delegated to the management, the Board has given clear directions as to the management’s power, particularly as to where management should report back and obtain prior Board approval before making decisions or entering into any commitments on behalf of the Company.

(3) APPOINTMENT, RE-ELECTION AND REMOVAL

The current term of appointment for the non-executive Directors (including independent non-executive Directors) are as follows:

• Mr. James Chun-Hsien Wei , being an executive Director, was hold his office his office until the conclusion of the annual general meeting of the Company to be held in 2026.

• Mr. Han Chia-Yin, being an executive Director, was hold his office his office until the conclusion of the annual general meeting of the Company to be held in 2026.

• Mr. Han Chia-Yau, being a non-executive Director, was re-elected to hold his office until the conclusion of the annual general meeting of the Company to be held in 2025;

• Mr. Harn Jia-Chen, being a non-executive Director, was re-elected to hold his office until the conclusion of the annual general meeting of the Company to be held in 2025;

• Mr. Han Jia-Hwan, being a non-executive Director, was hold his office until the conclusion of the annual general meeting of the Company to be held in 2024;

• Mr. Chao Tien-Shin, being a non-executive Director, was re-elected to hold his office until the conclusion of the annual general meeting of the Company to be held in 2025;

• Mr. Wei Anning, being a non-executive Director, was re-elected to hold his office until the conclusion of the annual general meeting of the Company to be held in 2025;

• Mr. Ting Yu-Shan, being an independent non-executive Director, was re-elected to hold his office until the conclusion of the annual general meeting of the Company to be held in 2026;

• Mr. Hsia Li-Yan ,being an independent non-executive Director, was re-elected to hold his office until the conclusion of the annual general meeting of the Company to be held in 2026.

• Ms. Lee Tsai, Yu-Ling，being an independent non-executive Director, was hold his office until the conclusion of the annual general meeting of the Company to be held in 2024;and

• Mr. Kao, Koong-Lian，being an independent non-executive Director, was hold his office until the conclusion of the annual general meeting of the Company to be held in 2024

(4) ROLES OF CHAIRMAN AND CHIEF EXECUTIVE OFFICER

In year 2023, Mr. James Chun-Hsien Wei (who has been an executive Director and the Chairman) also holds the position of Chief Executive Officer.

Despite Mr. James Chun-Hsien Wei performs both of the roles as the Chairman and the Chief Executive Officer, the Companyconsiders that such an arrangement does not impair the balance of power and authority between the Board and the managementof the Company. As the Chairman, Mr. James Chun-Hsien Wei leads the Board which collectively formulates the Company’s long-term strategies and monitor the management’s performance. As the Chief Executive Officer, Mr. James Chun-Hsien Wei is responsible for the day-to-day management of business, the important decisions of which are discussed among and determined by the members of the Executive Committee collectively. Further, more than 1/3 of the Board members are independent non-executive Directors and the Board consists of 11 members, all of whom has no relationship with Mr. James Chun-Hsien Wei. Therefore, it is the Company’s opinion thatsuch an arrangement does not compromise the overall interests of the Company and its shareholders.

(5) SECURITIES TRANSACTIONS GUIDELINES

The Board has adopted a code of conduct regarding Directors’ securities transaction on terms no less exacting than the required standard as set out in the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) as set out in Appendix 10 to the Listing Rules.

Specific enquiries have been made with all Directors and they have confirmed that throughout the year ended 31 December 2022, they complied with the required standard set out in the Model Code and the Company’s code of conduct regarding Directors’ securities transactions.

The Directors’ interests in shares of the Company as at 31 December 2023 are set out in the Section of the“Report of the Directors”of the Company's Annual Report. .

The Board has also established written guidelines on no less exacting terms than the Model Code for the relevant employees, including any employee or a Director or employee of a subsidiary or holding company who, because of his office or employment, is likely to be in possession of inside information in relation to the Company or its securities, in respect of their dealings in the Company’s securities.

(6) INDUCTION AND CONTINUOUS PROFESSIONAL DEVELOPMENT

The Directors are continually updated with legal and regulatory developments, and the business and market changes to facilitate the discharge of their responsibilities through various Board meetings, resolutions, memos and Board papers. According to the records maintained by the Company, the Directors received training in compliance with the requirement of the Code on continuous professional development during the period from 1 January 2023 to 31 December 2023:

DIRECTORS Read Materials E-learning

Executive Directors

James Chun-Hsien Wei (Chairman) ✓ ✓

Han Chia-Yin ✓ ✓

Non-executive Directors

Han Chia-Yau ✓ ✓

Harn Jia-Chen ✓ ✓

Han Jia-Hwan ✓ ✓

Chao Tien-Shin

Wei Anning ✓ ✓

Independent Non-executive Directors

Ting Yu-Shan ✓ ✓

Hsia Li-Yan ✓ ✓

Ms. Lee Tsai, Yu-Ling (appointed as Director, effective from 30 June 2023) ✓ ✓

Mr. Kao, Koong-Lian (appointed as Director, effective from 30 June 2023) ✓ ✓

Way Yung-Do(resigned as Director,effective from 30 June 2023) ✓ ✓

Chen Chih (resigned as Director, effective from 30 June2023) ✓ ✓