Do the company's internal rules prohibit insiders, such as directors or employees, from profiting from information that is not available in the market, as set forth in the Company's internal rules and disclosed on the Company's website?
The Company has explicitly stipulated in its Corporate Governance Best Practice Principles that directors are prohibited from trading the Company’s shares during the closed periods, which include 30 days prior to the public announcement of the annual financial report and 15 days prior to the public announcement of each quarterly financial report.
To ensure compliance, the Company reminded its insiders of these regulations via email in March, May, September, and December 2025. In addition, the Company conducts at least one insider trading prevention training session annually. In 2025, such training was completed on August 5, with a total of 44 participants and one hour of training delivered.
In accordance with Article 23 of the Company's "Code of Coportate Giverance Practiew", the Board of Directors as a whole should possess the following competencies to achieve the desired objectives of corporate governance.
♦ Operational judgment ability.
♦ Accounting and financial analysis skills.
♦ Business management skills.
♦ Crisis management skills.
♦ Industry knowledge.
♦ International market perspective.
♦ Leadership skills.
♦ Decision-making ability.
In order to achieve the aforementioned objectives and enhance the effectiveness of the Board of Directors, the Company has established a policy on diversity of board members. In accordance with the provisions of the "Code of Corporate Governance Practices", Article 23, in addition to the fact that the number of directors who are also managers of the Company should not exceed one-third of the total number of directors, it is advisable to formulate an appropriate diversity policy with respect to its operation, business model and development needs, including but not limited to the following 2 major criteria:
♦ Basic requirements and values: gender, age, nationality and culture, etc.
♦ Professional knowledge and skills: Professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industry experience, etc.
♦ The board of directors consists of 9 members, including 3 independent directors and 6 non-independent directors, independent directors account for 33.33% of the board, all of whom are esteemed professionals from industry and academia. The company values gender equality in the composition of the board. The current composition of the Board of Directors consists of 8 male directors and 1 female director.
♦ Additionally, the current board members possess leadership and decision-making skills, crisis management capabilities, and insights into international market trends. Among them, the 3 independent directors have professional backgrounds in electronics, electrical engineering, and finance and accounting. Furthermore, the 6 non-independent directors also have expertise in electronics and electrical engineering, with extensive experience in business management and industry knowledge. They have also held key management positions in publicly listed companies.
Does the Company have a succession plan for Board members and key management?
Succession Plan of Board Members
The election of Directors is based on a candidate nomination system, and the shareholders will vote to elect the Board of Directors.
The Board of Directors is the highest governing body of the Company. Members of the Board should have professional backgrounds and skills, and the required expertise in the business of the Company, and have the ability to conduct business planning, operational judgment, accounting and financial analysis, crisis management, leadership and decision-making skills.
Succession Plan of Key Management
The successor of the Company's key management should possess professional ability, innovation, high execution, integrity and excellent work ability, as well as be active in their duties.
The Company has established a training program for supervisors and holds regular management meetings to develop management skills to enhance management capabilities in practice, and to organize an excellent management team to create benefits for shareholders and employees, and to run a sustainable business.
Operations of the Board of Directors and Key Management Levels
Regarding succession planning for the board of directors, the company develops senior managers to join the board, ensuring they become familiar with board operations and the business units of the group. Current CEO Robbins Yeh, after joining the management team, has successively led various operations centers and other business groups. He joined the board in 2025 and assumed the role of director.
Additionally, the company, through the Human Resources Department, has established a talent development mechanism and defined key positions. For succession planning of key management levels, the company not only identifies and selects potential successors but also integrates personal development plans with mentorship programs to effectively enhance succession capabilities and reduce the time required for transitions.
Disclosure of Information and Communication Security Management Information
Information and Communication Security Risk Management Framework
In 2023, our company established the "Information Security Promotion Team" responsible for implementing information operation security management plans, building and maintaining an information security management system, and coordinating the formulation, execution, risk management, and compliance auditing of information security and protection policies. The Information Security Promotion Team is chaired by CEO, supervised by the MIS Department Manager and Chief Information Security Officer, with the CEO and Corporate Governance Officer as team members, and the Internal Audit Director as an observer.
Through annual management review meetings, the Information Security Promotion Team audits the results of information security risk analysis and the protective measures and strategies adopted by our company, ensuring the continued applicability, appropriateness, and effectiveness of the information security management system. At least once a year, the team reports on the effectiveness of information security management and the direction of information security strategy to the Board of Directors, with regular reviews and amendments.
Information and Communication Security Policy
To maintain the confidentiality, integrity, and availability of the company's information assets, and to ensure the security of user data privacy, the following objectives are to be achieved through the collective efforts of all our colleagues:
♦ Strengthen personnels awareness of information security. Employees should participate in information and communication security-related education and training to enhance the overall awareness of information security within the company.
♦ Protect the security of the company's business services to avoid unauthorized modifications and ensure their accuracy and completeness.
♦ Establish a business continuity plan for the company to ensure the sustained operation of our business services.
♦ Ensure that the execution of the company's various business services complies with relevant laws and regulations.
The company has implemented and established comprehensive information security management procedures and measures to reduce corporate information security threats from the system, technical, and procedural perspectives, creating an information security environment that meets customer needs and continuously improving it.
The company has constructed multi-layered information security defense mechanisms, continuously integrating new risk control technologies, and enhancing the efficiency of detection and response procedures for various information security incidents through intelligent/automated mechanisms. We also strengthen information security and cybersecurity protection processes to safeguard our critical assets.
Annually, the company engages renowned information security vendors to conduct system vulnerability scans and social engineering drills to continuously improve our information security management and defense capabilities.
The company periodically conducts information security training for all employees to enhance awareness of information security.
Specific Management Plans
To achieve the information security policy and objectives, and establish comprehensive protection, the management initiatives and specific management plans implemented are as follows:
♦ Enhancing Information Security Defense Capabilities: Regularly conduct vulnerability scans of the information security system and reinforce and repair them to reduce security risks. Establish a network security incident response plan and regularly carry out disaster recovery drills.
♦ Refining Information Security Management Procedures: Establish an information security policy, ensure employees comply with security regulations and follow SOPs, and continue to make improvements.
♦ Enhancing Network and Application Security: Implement systems for intrusion detection and application detection. Optimize security in segregated network areas and enable multi-factor authentication for account logins.
♦ Legal Compliance: The company has complied with relevant standards and regulations of information and communication security laws, serving as a method and reference for achieving various risk management objectives.
♦ Risk Control: Collaborate with international information security companies to conduct comprehensive information security check-ups through their professional services, using the objective results from third-party verification as the basis for advanced information security enhancement.
♦ Education and Training: Conduct regular and irregular information security education and training for all staff, or carry out social engineering phishing email tests, to enhance awareness of information security. Ensure the implementation of information security operations with the support of senior management and all departments, down to every employee.
♦ Collaborative Information Security Defense: Join the TWCERT information security defense organization.
Resources Invested in Information and Communication Security Management
Information security has become an important issue for the company's operations. The corresponding information security management initiatives and resource investment plans are as follows:
♦ Dedicated Personnel: There is a dedicated Information and Communication Security Officer and one specialized information security staff member responsible for the company's information security planning, technology implementation, and related audits, to maintain and continuously strengthen information security.
♦ Customer Satisfaction: No major information security incidents and no complaints about violations or loss of customer data.
♦ Education and Training: All new employees complete information security education and training courses before joining; a total of four social engineering phishing email tests are conducted this year.
♦ Information Security Announcements: More than twenty information security announcements are produced, conveying important information security regulations and precautions.
♦ Information Security Promotion Team Meetings: One team meeting is held on 2024/12/17 to report on the company's information security policy and information security initiatives at least once a year.
Intellectual Property Management Plan
Intellectual Property Protection
To ensure that the Company’s innovative achievements are properly protected and to enhance its market competitiveness, the Company continues to strengthen the planning and implementation of trade secret protection and patent management. In 2024, the Company conducted intellectual property (IP) education and training for R&D-related personnel across the organization, achieving a participation rate of 90%. In addition, based on a resolution of the Board of Directors on December 26, 2024, the Company plans to formulate an Intellectual Property Management Policy to align its IP management initiatives with corporate operational objectives and to regularly report the status of IP implementation to the Board in the future. The Company aims to complete the formulation of the above policy by 2026 and will continue to promote trade secret–related training to further enhance its overall IP management framework.
Project Management Process
To ensure professionalism in patent management and comprehensive legal protection, the Company engages external patent law firms to assist in managing patent-related matters. The relevant management process is as follows:
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Internal Patent Application: Submission of an internal patent application report, including the scope of the invention, drawings or diagrams, and inventor information.
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Internal Evaluation of Patent Application: Relevant technical personnel conduct analysis and evaluation of the application to assess the appropriateness of the content and determine whether to proceed with the patent filing.
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Patent Filing and Maintenance: Patent drafting, filing, and maintenance are handled by external patent law firms.
Trade Secret Management
In accordance with the Confidential Information Management Guidelines, Computer System Security Management Regulations, and Information Security Policy, the Company protects trade secrets related to its operations and clearly defines the scope of confidential information by category. Corresponding information security measures are implemented based on confidentiality levels. For critical trade secrets, such as design files and customer lists, security mechanisms including network isolation are adopted.
New employees receive secret trade management training upon onboarding and are required to sign provisions regarding intellectual property rights and confidentiality obligations in their employment contracts. Upon resignation, employees must sign a separation statement to ensure the continued fulfillment of confidentiality obligations after departure.