The board of directors is the company's highest governance unit and the center of major business decisions. Its responsibilities include appointing and supervising the company's management, supervising operating performance, preventing conflicts of interest, and ensuring that the company performs its duties in compliance with various laws, the provisions of the company's articles of association, or the resolutions of the shareholders' meeting. and is committed to maximizing shareholder rights.
The board of directors should be responsible for the overall operating status of the company, set precise goals, and strive to achieve them. The board of directors should be accountable to the shareholders' meeting. Directors' remuneration must be submitted to the shareholders' meeting for resolution. The shareholders decide and recognize the board of directors' operating results as a way to measure the management performance of the company's highest governance unit. Through the momentum of the board of directors' performance, it helps to improve the quality and efficiency of the board of directors' decision-making and achieve the purpose of effectively managing and supervising the company. In addition, the annual report discloses the attendance rate of directors on the board of directors, strengthens the directors' requirements for their own responsibilities and obligations, and truly fulfills the function of supervising and managing the company.
The Company has formulated a "Corporate Governance Code of Practice" that stipulates that directors generally possess the necessary knowledge, skills and literacy to perform their duties. In order to achieve the ideal goals of the company, the board of directors as a whole should have the following abilities:
–Operational judgment ability
–Accounting and financial analysis skills
–Operation and management capabilities
–Crisis handling capabilities
–Industry knowledge
–International market view
–Leadership
–Decision-making capacity
►Shareholdings and academic experience of the sixth board members :
Date：June 21, 2023
Remark 1: Chong, Chun Lung's other shareholdings, are10,824,408 shareholdings of the Company, gained through Dragon Million (Asia) Limited.
►The diversity policy of the board of directors :
In view of the diversity policy, fortifying and promoting the formation and healthy structure of the board of directors. The candidate of the company’s director should follow the nominating system that the Article of Incorporation regulates. Assessing the candidate’s experience qualification, evaluate profession background, integrity, and other related professional qualifications. After being passed by the board of directors, it will be appointed in the shareholders’ meeting. The composition of the members, except for the directors who also serve as managers, should not be more than one third of the seats. The board of directors should formulate diversified policy in view of operation, business model, and the need of development, included but not limited to the following:
(a) Basic requirement and value: gender, age, nationality, and culture.
(b) Judgment ability in operation, accounting and financial analysis capabilities, business management capabilities, crisis management capabilities, industrial knowledge, International market view, Leadership and Decision-making ability.
In the future, we will gradually increase the number of female directors based on the principle of gender equality.
►The company's current Board of Directors is composed by 7 directors, and the specific management goals and accomplishments of the diversified policy are as follows :
►Internal performance evaluation :
On December 19, 2025, the Company completed its 2025 internal performance evaluation. The overall performance evaluation results of the Board of Directors, functional committees, and individual directors were all above standard. Overall, the Board of Directors is operating well, and the Company will continue to strengthen its operations based on the results of this Board's performance self-evaluation to improve corporate governance effectiveness.
The term of the Sixth BOD is from June 21, 2023 to June 20, 2026. Their operational status is as follows:
Board attendance：since the start of its term on June 24, 2023, the current board of directors has held 18 meetings to date.
The board of directors should be responsible for the overall operating status of the company, set precise goals, and strive to achieve them. The board of directors should be accountable to the shareholders' meeting. Directors' remuneration must be submitted to the shareholders' meeting for resolution. The shareholders decide and recognize the board of directors' operating results as a way to measure the management performance of the company's highest governance unit. Through the momentum of the board of directors' performance, it helps to improve the quality and efficiency of the board of directors' decision-making and achieve the purpose of effectively managing and supervising the company. In addition, the annual report discloses the attendance rate of directors on the board of directors, strengthens the directors' requirements for their own responsibilities and obligations, and truly fulfills the function of supervising and managing the company.
The Company has formulated a "Corporate Governance Code of Practice" that stipulates that directors generally possess the necessary knowledge, skills and literacy to perform their duties. In order to achieve the ideal goals of the company, the board of directors as a whole should have the following abilities:
–Operational judgment ability
–Accounting and financial analysis skills
–Operation and management capabilities
–Crisis handling capabilities
–Industry knowledge
–International market view
–Leadership
–Decision-making capacity
►Shareholdings and academic experience of the sixth board members :
Date：June 21, 2023
| Title | Name | Current Shares held | Current Shares held in the name of others | Current Positions in the Company and Other Companies | ||
|---|---|---|---|---|---|---|
| Share | Shareholding % | Share | Shareholding % | |||
| Chairman | Chong, Chun Lung | 35,303,883 | 19.01% | 10,824,408 (Remark 1) |
5.83% (Remark 1) |
Chairman and General Manager of the Company Chairman, Dragon Million (Asia) Limited (BVI). Chairman, Jinli Group Holdings Limited (Bermuda). Chairman, Topoint Group Limited (BVI). 。 Chairman, Dragon Flair Limited (BVI). Chairman, Golden Apple (HK) Int’l Trading Co. Limited Chairman, Million Win Creation Limited Chairman, Chairman of Aiqi (Fujian) Footwear Co., Ltd. Chairman of Golden Apple (China) Co., Ltd. General Manager, Jinjiang Aiqi Plastic Products Co., Ltd. ’ Chairman, Changtai Golden Apple Industrial Co., Ltd. Chairman, LEADS BIO CO., LTD. |
| Director | Chen Honglin | ─ | ─ | ─ | ─ | E-commerce Sales Director of Golden Apple (China) Co., Ltd. |
| Director | Tsai Yunglung | ─ | ─ | ─ | ─ | Deputy General, Manager, Baumer Industrial Co., Ltd. Management Consultant of Yue Sheng Co., Ltd. Deputy General Manager of Yue Ting Investment Co., Ltd. |
| Director | Shiue You-Wei | ─ | ─ | ─ | ─ | Special Assistant to the Chairman, Asia Plastic Recycling Holding Limited General Manager of Chongzheng Management Consultant Co., Ltd. |
| Independent Director | Chen Jin-De | ─ | ─ | ─ | ─ | Senior Advisor of Jiuhua Real Estate Co., Ltd. |
| Independent Director | Yeh Ming | ─ | ─ | ─ | ─ | Director of Everterminal Co., Ltd. |
| Independent Director | Luo Ping | ─ | ─ | ─ | ─ | Co-founder of Lingmei (Cosmetics) Fujian Co., Ltd. |
►The diversity policy of the board of directors :
In view of the diversity policy, fortifying and promoting the formation and healthy structure of the board of directors. The candidate of the company’s director should follow the nominating system that the Article of Incorporation regulates. Assessing the candidate’s experience qualification, evaluate profession background, integrity, and other related professional qualifications. After being passed by the board of directors, it will be appointed in the shareholders’ meeting. The composition of the members, except for the directors who also serve as managers, should not be more than one third of the seats. The board of directors should formulate diversified policy in view of operation, business model, and the need of development, included but not limited to the following:
(a) Basic requirement and value: gender, age, nationality, and culture.
(b) Judgment ability in operation, accounting and financial analysis capabilities, business management capabilities, crisis management capabilities, industrial knowledge, International market view, Leadership and Decision-making ability.
In the future, we will gradually increase the number of female directors based on the principle of gender equality.
►The company's current Board of Directors is composed by 7 directors, and the specific management goals and accomplishments of the diversified policy are as follows :
| management goals | Achievement |
| The number of independent directors exceeds one third of the number of directors | Reach |
| Directors who also serve as company managers should not exceed one-third of the number of directors | Reach |
| Adequate and diverse professional knowledge and skills | Reach |
►Internal performance evaluation :
On December 19, 2025, the Company completed its 2025 internal performance evaluation. The overall performance evaluation results of the Board of Directors, functional committees, and individual directors were all above standard. Overall, the Board of Directors is operating well, and the Company will continue to strengthen its operations based on the results of this Board's performance self-evaluation to improve corporate governance effectiveness.
| Diversified Core Name |
Basic component | Professional ability | Industrial experience | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Nationo | Gender | As an employee | Age | Term and tenure of independent directors | |||||||||||||||||
| 21~30 | 31~40 | 41~50 | 51~60 | 61~70 | Less than 3 years | 7~9 years | Accounting | Operation and management | Marketing | Investment and M&A |
Securities | Finance | Marketing | Department store / Apparel | Trading | Operation and management |
|||||
| Director | Chong, Chun Lung | HK | Male | V | V | V | V | V | V | V | V | ||||||||||
| Chen Honglin | China | Male | V | V | V | V | V | V | V | ||||||||||||
| Tsai Yunglung | TW | Male | V | V | V | V | V | V | V | ||||||||||||
| Shiue You-Wei | TW | Male | V | V | V | V | V | V | |||||||||||||
| Independent director | Chen Jin-De | TW | Male | V | V | V | V | V | V | V | |||||||||||
| Yeh Ming | TW | Male | V | V | V | V | V | V | V | ||||||||||||
| Luo Ping | China | Male | V | V | V | V | V | V | V | V | |||||||||||
The term of the Sixth BOD is from June 21, 2023 to June 20, 2026. Their operational status is as follows:
| Date | Important resolution matters | All opinions of Independent Directors | The Company's attitude towards the opinions of Independent Directors |
| 2023/03/30 | The distribution and payment of employee and director remuneration in accordance with the Company’s 2022 annual plan. | None | None |
| Based on the Company’s 2022 Annual Report and 2022 Consolidated Financial Statements. | None | None | |
| Approved the Company's internal control statement. | None | None | |
| Amendment to the Company's Articles of Association. | None | None | |
| Revised the Company's "Corporate Governance Practices Code". | None | None | |
| 2023/05/08 | Approved the Company's 2022 Profit and Loss Allocation Statement. | None | None |
| Approved the consolidated financial statements for the first quarter of 2023. | None | None | |
| Updated the Company's internal control statement. | None | None | |
| Approved the appointment of the head of corporate governance. | None | None | |
| A comprehensive re-election of Directors and Independent Directors, and the proposal and review of the list of candidates for Directors and Independent Directors. | None | None | |
| The non-compete clause for the newly appointed Director is lifted. | None | None | |
| 2023/06/09 | Approved the inter-group loaning of Funds. | None | None |
| Revised the Company's "Rules of Procedure for Shareholders' Meetings". | None | None | |
| 2023/06/30 | Appointed the Chairman. | None | None |
| Selection of members of the remuneration committee. | None | None | |
| Appointed the General Manager. | None | None | |
| Approved the liquidation of Leading International Biotechnology Co., Ltd.. | None | None | |
| 2023/8/28 | Approved the consolidated financial statements for the second quarter of 2023. | None | None |
| Approved the inter-group loaning of Funds. | None | None | |
| 2023/11/13 | Approved the consolidated financial statements for the third quarter of 2023. | None | None |
| Appointed the Cybersecurity Director. | None | None | |
| Revised the Group's internal control system and internal audit implementation rules. | None | None | |
| Ratification of the relocation of the company's Taiwan office. | None | None | |
| Ratification of the liquidation changed to suspension of Leading International Biotechnology Co., Ltd. | None | None | |
| 2023/12/08 | Changed of financial statement certification accountant. | None | None |
| 2023/12/21 | Approved the 2024 budget. | None | None |
| Approved the 2024 audit plan. | None | None | |
| Approved the Directors' remuneration recommendations. | None | None | |
| Approved the proposed compensation for managers. | None | None | |
| Passed the Board of Directors and Individual Directors' self-evaluation or peer review. | None | None | |
| Appointed a new accountant for financial statement certification. | None | None | |
| 2024//03/12 | Approved the distribution and payment of the Company's employee and Directors' remuneration in 2023. | None | None |
| Approved the Company’s 2023 operating report and self-consolidated financial statements. | None | None | |
| Approved the Company's internal control statement. | None | None | |
| Revised the "Measures for the Exercise of Powers by the Audit Committee". | None | None | |
| Revised the "Rules of Procedure for Board Meetings". | None | None | |
| Revised the "Measures for the Establishment and Exercise of Powers of the Board of Directors". | None | None | |
| Determined the time, place, and purpose of convening the 2024 Annual General Meeting of Shareholders. | None | None | |
| 2024/05/10 | Approved the Company's 2023 Profit and Loss Allocation Statement. | None | None |
| Approved the consolidated financial statements for the first quarter of 2024. | None | None | |
| Approved related parties leasing real estate use rights assets. | None | None | |
| Matters related to convening the 2024 Annual General Meeting of Shareholders. | None | None | |
| 2024/06/11 | Approved the inter-group loaning of Funds. | None | None |
| Revised the Company's Code of Practice for Sustainable Development. | None | None | |
| Assigned the Group's Finance Department as a part-time unit to promote the Company's sustainable development. | None | None | |
| 2024/08/28 | Approved the inter-group loaning of Funds. | None | None |
| Approved related parties leasing real estate use rights assets. | None | None | |
| Approved the extension of the suspension of operations for Leading International Biotechnology Co., Ltd. | None | None | |
| Approved the consolidated financial statements for the second quarter of 2024. | None | None | |
| 2024/11/12 | Approved the consolidated financial statements for the third quarter of 2024. | None | None |
| Revised the company's internal control system and internal audit implementation rules. | None | None | |
| Developed the Company's risk management policies and procedures. | None | None | |
| Revised the Company's Audit Committee Organization Procedures. | None | None | |
| Revised the Company's Corporate Governance Practices Code. | None | None | |
| 2024/12/18 | Approved the 2025 budget. | None | None |
| Approved the 2025 audit plan. | None | None | |
| Assessing the independence and competence of the financial statement auditor and the audit fees. | None | None | |
| Approved the Directors' remuneration recommendations. | None | None | |
| Approved the proposed compensation for managers. | None | None | |
| 2025/03/11 | Approved the distribution and payment of the Company's employee and Directors' remuneration in 2044. | None | None |
| Approved the Company’s consolidated financial statements for the year ended 2024 and set operating targets for 2025. | None | None | |
| Approved the Company's 2024 Profit and Loss Allocation Statement. | None | None | |
| Approved the Company's internal control statement. | None | None | |
| Amendments to certain articles of the Company's Articles of Association. | None | None | |
| The shareholders' meeting is scheduled to be held on June 18, 2025. | None | None | |
| 2025/05/06 | Approved the consolidated financial statements for the first quarter of 2025. | None | None |
| Approved the inter-group loaning of Funds. | None | None | |
| 2025/08/25 | Revised certain clauses of the Company's "Property Management Regulations". | None | None |
| Revised certain clauses of the Company's "Procedures for Lending Funds to Others" | None | None | |
| Approved the inter-group loaning of Funds. | None | None | |
| Approved the extension of the suspension of operations for Leading International Biotechnology Co., Ltd. | None | None | |
| Approved the consolidated financial statements for the second quarter of 2025. | None | None | |
| Approved the Company's 2024 Sustainable Report. | None | None | |
| 2025/11/13 | Revised the Company's internal control system and internal audit implementation rules. | None | None |
| Revised the Company's "Procedures for Acquiring or Disposing of Assets". | None | None | |
| Revised the Company's "Code of Practice for Sustainable Development". | None | None | |
| The improvement plan for exceeding the Limit on loaning funds on behalf of Jinli's subsidiary, Gold Apple (China) Co., Ltd.. | None | None | |
| Approved the consolidated financial statements for the third quarter of 2025. | None | None | |
| 2025/12/19 | Approved the 2026 budget. | None | None |
| Approved the 2026 audit plan. | None | None | |
| Approved the Directors' remuneration recommendations. | None | None | |
| Approved the proposed compensation for managers. | None | None | |
| Assessing the independence and competence of the financial statement auditor and the audit fees. | None | None |
Board attendance：since the start of its term on June 24, 2023, the current board of directors has held 18 meetings to date.
| Title | Name | Actual attendance | Delegated attendance | Actual attendance rate |
| Director | Chong, Chun Lung | 18 | 100% | |
| Chen Honglin | 18 | 100% | ||
| Tsai Yunglung | 17 | 1 | 94% | |
| Shiue You-Wei | 15 | 3 | 83% | |
| Independent Director | Chen Jin-De | 18 | 100% | |
| Yeh Ming | 18 | 100% | ||
| Luo Ping | 18 | 100% |
In order to improve corporate governance and strengthen the professional functions of the board of directors, the company's audit committee organizational rules have been formulated to be followed in practice. This committee shall consist of all independent directors, the number of which shall be no less than three, one of whom shall be the convener, and at least one shall have accounting or financial expertise. The audit committee shall perform the following duties and submit its recommendations to the board of directors for discussion:
–Financial Statement Audit and Accounting Policies and Procedures
–Internal control system and related policies and procedures
–Significant asset or derivatives transactions
–Compliance with laws and regulations
–Raise or issue securities
–Information security
–Audit Committee Responsibilities Travel Situation
–Whether managers and directors have related party transactions and possible conflicts of interest
–Corporate risk management
–Fraud prevention plan and fraud investigation report
►The fifth term of office of the Audit Committee : 2023/06/21~2026/06/20
Attendance status of this committee :
►Summary of communication between the audit committee and the CPAs::
►Summary of communication between the audit committee and the head of internal audit:
–Financial Statement Audit and Accounting Policies and Procedures
–Internal control system and related policies and procedures
–Significant asset or derivatives transactions
–Compliance with laws and regulations
–Raise or issue securities
–Information security
–Audit Committee Responsibilities Travel Situation
–Whether managers and directors have related party transactions and possible conflicts of interest
–Corporate risk management
–Fraud prevention plan and fraud investigation report
►The fifth term of office of the Audit Committee : 2023/06/21~2026/06/20
Attendance status of this committee :
| Position | Name | Actual Attendance | Attendance by Proxy | Actual Attendance Rate | Remark |
| Independent Director | Chen Jinde | 15 | 0 | 100% | ─ |
| Independent Director | Yeh Ming | 15 | 0 | 100% |
─ |
| Independent Director | Luo Ping | 15 | 0 | 100% | ─ |
| Date | Period | Content | Dissenting opinions, reservations, or major recommendations. | Resolution result | The Company's handling method |
| 2024/03/12 | The 5th Session of the 5th Annual Meeting |
1.Approved the Company’s 2023 Annual self-consolidated financial statements.
2.Approved the Company's 2023 Internal Control System Statement.3.Revised the Company's "Regulations Governing the Exercise of Powers by Audit Committee Members" 4.Revised the Company's "Rules of Procedure for Board Meetings" 5.Revised the Company's "Regulations Governing the Establishment and Exercise of Powers of the Board of Directors" |
None | Passed without objection by all members of the committee. | NA |
| 2024/05/10 | The 5th Session of the 6th Annual Meeting | 1.Approved the company's 2023 profit and loss adjustment plan. 2.Approved the Company’s consolidated financial statements for the first quarter of 2024. |
None | Passed without objection by all members of the committee. | NA |
| 2024/06/11 | The 5th Session of the 7th Annual Meeting | 1.Approved inter-group loaning of Funds. 2.Revised the Company’s Code of Practice for Sustainable Development. |
None | Passed without objection by all members of the committee. | NA |
| 2024/08/28 | The 5th Session of the 8th Annual Meeting | 1.Approved the Company’s consolidated financial statements for the second quarter of 2024. 2.Approved inter-group loaning of Funds. 3.Approved the leasing of real estate use rights through related parties. |
None | Passed without objection by all members of the committee. | NA |
| 2024/11/12 | The 5th Session of the 9th Annual Meeting | 1.Approved the Company’s consolidated financial statements for the third quarter of 2024. 2.Revised the Company's internal control system and internal audit Rules. 3.Approved the Company's risk management policies and procedures. 4.Revised the Company's Audit Committee Organizational Procedures. 5.Revised the Company's Corporate Governance Practices. |
None | Passed without objection by all members of the committee. | NA |
| 2024/12/18 | The 5th Session of the 10th Annual Meeting |
1.Approved the Company's 2025 Budget.
2.Approved the Company's 2025 internal audit plan.
3.Approved the independence and competence of the CPAs and the audit fees.
|
None | Passed without objection by all members of the committee. | NA |
| 2025/03/11 | The 5th Session of the 11th Annual Meeting | 1.Approved the Company’s consolidated financial statements for 2024 and operating targets for 2025. 2.Approved the company's 2024 profit and loss adjustment plan. 3..Approved the Company's 2024 Internal Control System Statement. 4.Revised certain articles of the Company's Articles of Association. |
None | Passed without objection by all members of the committee. | NA |
| 2025/05/06 | The 5th Session of the 12th Annual Meeting | 1.Approved the Company’s consolidated financial statements for the first quarter of 2025. 2.Approved inter-group loaning of Funds. |
None | Passed without objection by all members of the committee. | NA |
| 2025/08/25 | The 5th Session of the 13th Annual Meeting | 1.Revised certain articles of the Company's "Measures for the Management of Property". 2.Revised certain clauses of our "Procedures for Loaning of Funds to Others". 3.Approved inter-group loaning of Funds. 4.Approved the Company’s consolidated financial statements for the second quarter of 2025. |
None | Passed without objection by all members of the committee. | NA |
| 2025/11/13 | The 5th Session of the 14th Annual Meeting | 1.Revised the Company's internal control system and internal audit Rules. 2.Revised the Company’s “Acquisition or Disposal of Assets Procedures”. 3.Revised the Company's "Code of Conduct for Sustainable Development". 4.Approved the improvement plan for exceeding the Limit on loaning funds on behalf of Jinli's subsidiary. 5.Approved the Company’s consolidated financial statements for the third quarter of 2025. |
None | Passed without objection by all members of the committee. | NA |
| 2025/12/19 | The 5th Session of the 15th Annual Meeting | 1.Approved the Company's 2026 Budget. 2.Approved the Company's 2026 internal audit plan. 3.Approved the independence and competence of the CPAs and the audit fees. |
None | Passed without objection by all members of the committee. | NA |
| Date | Communication focus | Opinions of the Audit Committee and subsequent implementation status |
| 2023/08/28 | Consolidated financial statements and internal control audit findings for the second quarter of 2023. | None. |
| 2024/08/28 | Consolidated financial statements and internal control audit findings for the second quarter of 2024. | None. |
►Summary of communication between the audit committee and the head of internal audit:
| Date | Communication focus | Opinions of the Audit Committee and subsequent implementation status | |
| 2023/03/30 | The consolidated financial report and internal control review for the second quarter of 2023. | None. | |
| 2023/05/08 | Audit plan execution status report. | None. | |
| 2023/06/09 | Audit plan execution status report. | None. | |
| 2023/08/28 | Audit plan execution status report. | None. | |
| 2023/11/13 | Audit plan execution status report. | None. | |
| 2023/12/08 | Plan to change a CPA firm. | None. | |
| 2023/12/21 | Audit plan execution status report; 2024 Annual Audit Plan. | None. | |
| 2024/03/12 | Audit plan execution status report; effectiveness of internal control system and issuance of internal control system statement of 2023 | None. | |
| 2024/05/10 | Audit plan execution status report. | None. | |
| 2024/08/28 | Audit plan execution status report. | None. | |
| 2024/11/12 | Audit plan execution status report. | None. | |
| 2024/12/18 | Audit plan execution status report; 2025 Annual Audit Plan. | None. | |
| 2025/03/11 |
|
None. | |
| 2025/05/06 | Audit plan execution status report. | None. | |
| 2025/08/25 | Audit plan execution status report. | None. | |
| 2025/11/13 | Audit plan execution status report. | None. | |
| 2025/12/19 | Audit plan execution status report and 2026 Audit Plan. | None. |
The company established a salary and remuneration committee on June 23, 2020. The salary and remuneration committee should faithfully perform the relevant powers of the remuneration committee with the attention of a good manager, and submit its suggestions to the board of directors for discussion. The Company's Remuneration Committee is composed of three independent directors. The term of the current (fifth) committee is from June 21, 2023 to June 20, 2026; in addition, the organizational regulations of the Salary and Remuneration Committee were promulgated on November 29, 2011 The board resolution was passed and revised on August 12, 2020.
►This committee held two meetings in 2023 (A). The attendance of members is as follows:
►Regularly review salary and remuneration:
The function of the company's salary and remuneration committee is to evaluate the company's salary and remuneration policies and systems for directors and managers in a professional and objective manner. It meets at least twice a year, and may convene meetings at any time as necessary to make recommendations to the board of directors. for reference in decision-making.
1.The Company’s Salary and Remuneration Committee Responsibilities:
•Regularly review the company's remuneration measures and make suggestions for revisions.
•Formulate and regularly review the policies, systems, standards and structures for the performance and salary remuneration of the company's directors and managers.
•Regularly evaluate the remuneration of the company's directors and managers.
2.When the Salary and Remuneration Committee performs its duties, it shall comply with the following standards:
•Salary management should be consistent with the company's salary philosophy.
•The performance evaluation and salary remuneration of directors and managers should refer to the normal payment situation of peers, and consider the reasonableness of the relationship between individual performance and the company's operating performance and future risks.
•Directors and managers should not be induced to engage in behavior that exceeds the company's risk appetite in pursuit of salary remuneration.
•The proportion of dividends and the timing of partial variable salary payments for directors and senior managers based on their short-term performance should be determined by taking into account the characteristics of the industry and the nature of the company's business.
•Members of this committee are not allowed to participate in discussions and votes on their personal salary and remuneration decisions.
►This committee held two meetings in 2023 (A). The attendance of members is as follows:
| Title | Name | Actual Attendance (Ｂ) |
Attendance via Proxy | Actual Attedance Rate (%) (Ｂ/Ａ)(Remark) |
Remarks |
|---|---|---|---|---|---|
| Committee Chair | Chen Jinde | 5 | 0 | 100% | ─ |
| Committee Chair | Yeh Ming | 5 | 0 | 100% | ─ |
| Committee Member | Luo Ping | 5 | 0 | 100% | ─ |
►Regularly review salary and remuneration:
The function of the company's salary and remuneration committee is to evaluate the company's salary and remuneration policies and systems for directors and managers in a professional and objective manner. It meets at least twice a year, and may convene meetings at any time as necessary to make recommendations to the board of directors. for reference in decision-making.
1.The Company’s Salary and Remuneration Committee Responsibilities:
•Regularly review the company's remuneration measures and make suggestions for revisions.
•Formulate and regularly review the policies, systems, standards and structures for the performance and salary remuneration of the company's directors and managers.
•Regularly evaluate the remuneration of the company's directors and managers.
2.When the Salary and Remuneration Committee performs its duties, it shall comply with the following standards:
•Salary management should be consistent with the company's salary philosophy.
•The performance evaluation and salary remuneration of directors and managers should refer to the normal payment situation of peers, and consider the reasonableness of the relationship between individual performance and the company's operating performance and future risks.
•Directors and managers should not be induced to engage in behavior that exceeds the company's risk appetite in pursuit of salary remuneration.
•The proportion of dividends and the timing of partial variable salary payments for directors and senior managers based on their short-term performance should be determined by taking into account the characteristics of the industry and the nature of the company's business.
•Members of this committee are not allowed to participate in discussions and votes on their personal salary and remuneration decisions.
| Date | Content | Resolution | Company's feedback |
|---|---|---|---|
| 2023/12/21 The 1st Meeting of the 5th Session | 1.Approved Directors' remuneration of 2024. 2.Approved managers' salaries of 2024. |
Passed without objection. | NA |
| 2024/03/12 The 2nd Meeting of the 5th Session | Approved the distribution and payment of employees and Directors remuneration for 2023. | Passed without objection. | NA |
| 2024/12/18 The 3rd Meeting of the 5th Session | 1.Approved Directors' remuneration of 2025. 2.Approved managers' salaries of 2025. |
Passed without objection. | NA |
| 2025/03/12 The 4th Meeting of the 5th Session | Approved the distribution and payment of employees and Directors remuneration for 2024. | Passed without objection. | NA |
| 2025/12/19 The 5th Meeting of the 5th Session | 1.Approved Directors' remuneration of 2026. 2.Approved managers' salaries of 2026. |
Passed without objection. | NA |
| Name | Actual Attendance (Ｂ) |
Attendance via Proxy | Actual Attedance Rate (%) (Ｂ/Ａ)(Remark) |
Remarks | |
|---|---|---|---|---|---|
| Committee Chair | Chen Jinde | 5 | 0 | 100% | ─ |
| Committee Chair | Yeh Ming | 5 | 0 | 100% | ─ |
| Committee Member | Luo Ping | 5 | 0 | 100% | ─ |
♦The operation of corporate governance and the deviation from the listed corporate governance practice code and the reasons: Refer to the investor-specific area → important corporate documents → corporate governance operation.
♦Corporate Governance Executive Training:
On November 13, 2023, the Board of Directors of the Company passed the resolution to appoint Simon POON as the Corporate Governance Officer to protect the rights and interests of shareholders and strengthen the functions of the Board of Directors.
Simon POON has more than three years of experience in the management of finance, stock affairs and deliberations in public companies. The main duties are to provide the Directors with information necessary for the execution of their business, assist Directors in complying with laws and regulations, and handle matters related to the meetings of the Board of Directors and shareholders' meetings in accordance with the law.
Directors continuing education programs:
♦Corporate Governance Executive Training:
On November 13, 2023, the Board of Directors of the Company passed the resolution to appoint Simon POON as the Corporate Governance Officer to protect the rights and interests of shareholders and strengthen the functions of the Board of Directors.
Simon POON has more than three years of experience in the management of finance, stock affairs and deliberations in public companies. The main duties are to provide the Directors with information necessary for the execution of their business, assist Directors in complying with laws and regulations, and handle matters related to the meetings of the Board of Directors and shareholders' meetings in accordance with the law.
| Name | Time | Institution | Course | Study hours |
| Simon POON | 2023/09/21 | Shih Chien University | 2023 New Edition of Corporate Governance and Board of Directors Performance Evaluation Practice Analysis | 3 |
| M & A practice and financial evaluation | 3 | |||
| 2023/12/21 | Taiwan Corporate Governance Association | Laws and regulations and tax analysis of foreign funds returning to Taiwan | 3 | |
| Anti-avoidance policies and measures | 3 | |||
| 2023/12/22 | ESG-related legal issues that the board should consider | 3 | ||
| Net Zero Emissions, Carbon Neutrality and Corporate Compliance | 3 | |||
| 2024/09/26 ~ 2024/09/27 |
Shih Chien University | ESG Assessment and Practical Applications/
False financial statements and market storms/
Essential Tax Issues and Practical Analysis/
Analysis of the legal responsibilities of accounting supervisors and management personnel
|
3 3 3 3 |
|
| 2024/11/22 | Securities and Futures Markets Development Foundation | 2024 Internal Shareholding Transaction Legal Compliance Briefing | 3 | |
| 2024/12/18 | Taiwan Corporate Governance Association | Offensive and defensive strategies and legal compliance issues in non-consensual mergers and acquisitions/
Operating rights disputes and case studies
|
3 3 |
|
| 2025/09/18 ~ 2025/09/19 |
Shih Chien University | Corporate Governance Assessment Moving Towards Practical Application of ESG Assessment/
Understanding AI and Financial Applications/
Tariff Trade War: Corporate Responses and Strategies/
Finance and Security in the AI Era
|
3 3 3 3 |
Directors continuing education programs:
| Job Title | Name | Date | Institution | Course | Study hours |
| Chairman | CHONG Chun Lung | 2023/12/21 | Taiwan Corporate Governance Association | Laws and regulations and tax analysis of foreign funds returning to Taiwan | 3 |
| Anti-avoidance policies and measures | 3 | ||||
| Director | Chen Honglin |
2023/12/21 | Taiwan Corporate Governance Association | Laws and regulations and tax analysis of foreign funds returning to Taiwan | 3 |
| Anti-avoidance policies and measures | 3 | ||||
| 2023/12/22 | ESG-related legal issues that the board should consider | 3 | |||
| Net Zero Emissions, Carbon Neutrality and Corporate Compliance | 3 | ||||
| Director | Tsai Yunglung |
2023/12/21 | Taiwan Corporate Governance Association | Laws and regulations and tax analysis of foreign funds returning to Taiwan | 3 |
| Anti-avoidance policies and measures | 3 | ||||
| 2023/12/22 | ESG-related legal issues that the board should consider | 3 | |||
| Net Zero Emissions, Carbon Neutrality and Corporate Compliance | 3 | ||||
| Director | Shiue You-Wei |
2023/12/21 | Taiwan Corporate Governance Association | Laws and regulations and tax analysis of foreign funds returning to Taiwan | 3 |
| Anti-avoidance policies and measures | 3 | ||||
| 2023/12/22 | ESG-related legal issues that the board should consider | 3 | |||
| Net Zero Emissions, Carbon Neutrality and Corporate Compliance | 3 | ||||
| Director | Chen Jinde | 2023/12/21 | Taiwan Corporate Governance Association | Laws and regulations and tax analysis of foreign funds returning to Taiwan | 3 |
| Anti-avoidance policies and measures | 3 | ||||
| 2023/12/22 | ESG-related legal issues that the board should consider | 3 | |||
| Net Zero Emissions, Carbon Neutrality and Corporate Compliance | 3 | ||||
| Director | Yeh Ming | 2023/12/21 | Taiwan Corporate Governance Association | Laws and regulations and tax analysis of foreign funds returning to Taiwan | 3 |
| Anti-avoidance policies and measures | 3 | ||||
| 2023/12/22 | ESG-related legal issues that the board should consider | 3 | |||
| Net Zero Emissions, Carbon Neutrality and Corporate Compliance | 3 | ||||
| Director | Luo Ping | 2023/12/21 | Taiwan Corporate Governance Association | Laws and regulations and tax analysis of foreign funds returning to Taiwan | 3 |
| Anti-avoidance policies and measures | 3 | ||||
| 2023/12/22 | ESG-related legal issues that the board should consider | 3 | |||
| Net Zero Emissions, Carbon Neutrality and Corporate Compliance | 3 |
Internal audit
※In charge of internal audit work
(1)Drafting and implementing the annual audit plan and issuing audit reports on a regular basis
(2)Promotion and review of self-inspection of internal control system
(3)Regular follow-up audit findings and various improvement actions
(4)Regularly report the audit business to the audit committee and the report of the board of directors
(5)Other irregular project audit matters
※Internal Audit Operation Goal
Assist the board of directors and managers to ensure the continuous and effective implementation of the internal control system to achieve the three goals of the internal control system:
(1) Effectiveness and efficiency of operation
(2) Reliability of financial reporting
(3) Compliance with relevant laws and regulations
※Appointment and removal of internal auditors
The appointment and removal of the head of internal audit shall be approved by the audit committee and a resolution of the board of directors shall be submitted.
In accordance with the Code of Practice on Corporate Governance and relevant laws and regulations, the appointment, dismissal, appraisal, and remuneration of internal auditors are signed by the audit supervisor for approval by the chairman of the board. The Code of Practice on Corporate Governance has been disclosed in the corporate governance section of the company's website.
※Communication methods and circumstances between independent directors and internal audit supervisors and accountants：
The communication methods and situations between the internal audit supervisor and the independent directors and accountants: Please refer to the meeting content of "Audit Committee Establishment and Operations".
※In charge of internal audit work
(1)Drafting and implementing the annual audit plan and issuing audit reports on a regular basis
(2)Promotion and review of self-inspection of internal control system
(3)Regular follow-up audit findings and various improvement actions
(4)Regularly report the audit business to the audit committee and the report of the board of directors
(5)Other irregular project audit matters
※Internal Audit Operation Goal
Assist the board of directors and managers to ensure the continuous and effective implementation of the internal control system to achieve the three goals of the internal control system:
(1) Effectiveness and efficiency of operation
(2) Reliability of financial reporting
(3) Compliance with relevant laws and regulations
※Appointment and removal of internal auditors
The appointment and removal of the head of internal audit shall be approved by the audit committee and a resolution of the board of directors shall be submitted.
In accordance with the Code of Practice on Corporate Governance and relevant laws and regulations, the appointment, dismissal, appraisal, and remuneration of internal auditors are signed by the audit supervisor for approval by the chairman of the board. The Code of Practice on Corporate Governance has been disclosed in the corporate governance section of the company's website.
※Communication methods and circumstances between independent directors and internal audit supervisors and accountants：
The communication methods and situations between the internal audit supervisor and the independent directors and accountants: Please refer to the meeting content of "Audit Committee Establishment and Operations".
The General Manager’s Office is the company’s part-time unit that promotes corporate integrity management. The following is a report to the Board of Directors on the performance of the Company this year:
| Item | Specific implementation status | |
| Supplier relations | Develop supplier management measures. | No reports of violations of supplier management were received. |
| In accordance with the Company's Code of Integrity Management, contracts signed with suppliers or other business dealing partners should include compliance with the Integrity Management Policy. | ||
| Legal propaganda/ Education and training |
Disclose the company’s code of integrity management on the company website. | No relevant reports were received. |
►Stakeholder communication and participation
In the company's operation, stakeholders may be affected by the company's operations, actively influence the company's operators or the company's responsibility and obligation to respond to them, through active and extensive communication with stakeholders, fully understand the stakeholders' concerns and ideas, and make timely responses, will help us continue to improve and grow. Gaining the trust and support of stakeholders is the driving force for Delta's sustainable development.
►Categories of Stakeholders
1.Employees: Current employees and contract employees.
2.Investors: General shareholders and corporate shareholders.
3.Customers: Existing customers and potential customers.
4.Suppliers/Contractors: Existing suppliers, existing suppliers, potential suppliers, and potential suppliers.
5.Community Residents: Neighborhoods, local groups, and local schools.
6.Government Agencies: Local government authorities.
7.Non-profit organizations: Industrial associations, local representatives, environmental groups, labor rights groups, and others.
8.Same Industry.
9.Media: Newspapers, radio stations, magazines, etc.
10.Partner: Business collaborators.
11.Academic Institutions
►Identification and evaluation of key stakeholders
The Company's stakeholders are (1) customers, (2) employees, (3) suppliers/contractors, (4) government agencies, (5) investors and (6) community residents, which are listed as the basis for consideration in the order of communication between the Company and stakeholders.
►Stakeholder communication channels
Understanding stakeholder concerns through various communication channels serves as a crucial reference for the presentation of the report's content and future sustainability.
1.Employee
2.Consumer
3.Shareholders/Investors
4.Supplier
5.Agent
6.Competent authority
In the company's operation, stakeholders may be affected by the company's operations, actively influence the company's operators or the company's responsibility and obligation to respond to them, through active and extensive communication with stakeholders, fully understand the stakeholders' concerns and ideas, and make timely responses, will help us continue to improve and grow. Gaining the trust and support of stakeholders is the driving force for Delta's sustainable development.
►Categories of Stakeholders
1.Employees: Current employees and contract employees.
2.Investors: General shareholders and corporate shareholders.
3.Customers: Existing customers and potential customers.
4.Suppliers/Contractors: Existing suppliers, existing suppliers, potential suppliers, and potential suppliers.
5.Community Residents: Neighborhoods, local groups, and local schools.
6.Government Agencies: Local government authorities.
7.Non-profit organizations: Industrial associations, local representatives, environmental groups, labor rights groups, and others.
8.Same Industry.
9.Media: Newspapers, radio stations, magazines, etc.
10.Partner: Business collaborators.
11.Academic Institutions
►Identification and evaluation of key stakeholders
The Company's stakeholders are (1) customers, (2) employees, (3) suppliers/contractors, (4) government agencies, (5) investors and (6) community residents, which are listed as the basis for consideration in the order of communication between the Company and stakeholders.
►Stakeholder communication channels
Understanding stakeholder concerns through various communication channels serves as a crucial reference for the presentation of the report's content and future sustainability.
1.Employee
| Focus on the issue | Labor relations and communication, workplace diversity and equality, integrity in business, and operational performance. |
| Communication methods | Labor-management meetings, direct supervisor consultations, employee feedback mailboxes, employee grievance channels, training courses, and policy briefing meetings. |
| Frequency | Irregularly |
2.Consumer
| Focus on the issue | Customer Relations and Privacy, Integrity Management, Greenhouse Gas Management. |
| Communication methods |
Company website, telephone and email communication, feedback, and customer after-sales service.
|
| Frequency | Permanent, Regular, Irregular, Permanent. |
3.Shareholders/Investors
| Focus on the issue | Operational performance, integrity management, energy management, supplier management. |
| Communication methods | Board of Directors/Shareholders' Meeting, Annual Shareholders' Report and Operating Report, Corporate Governance Information, Company Website, Sustainability Report. |
| Frequency | Regularly, every six months or year. |
4.Supplier
| Focus on the issue | Supplier management, integrity management, energy management, greenhouse gas management. |
| Communication methods | Corporate governance information, company website, supplier evaluation and inspection, complaint channels and reporting mailbox. |
| Frequency | Regular/Irregular, Permanent. |
5.Agent
| Focus on the issue | Customer Relations and Privacy, Integrity Management, Energy Management, Greenhouse Gas Management. |
| Communication methods | Corporate governance information, company website, complaint channels and reporting mailbox, product ordering meetings. |
| Frequency | Regular/Irregular, Permanent. |
6.Competent authority
| Focus on the issue | Integrity management, greenhouse gas management, energy management, labor relations and communication. |
| Communication methods | Corporate governance information, filing documents, written correspondence, policy briefings and seminars, on-site inspections. |
| Frequency | Irregular or regular. |
The company has been committed to corporate sustainability. In addition to revenue and profit, we firmly believe that sustainable business should be more closely integrated with society, and that social participation is the best way to put this into practice. To this end, our company actively fulfills its obligations and responsibilities to the environment and society, focusing on two major directions: environment and humanity.
※Employee Benefits
We regards its talent as its most valuable asset and is committed to creating a safe, healthy, equal, and warm workplace environment. From institutional reforms to daily care, the Group implements various employee welfare and rights protection measures to ensure employees achieve balanced development in work, life, and leisure. We believe that a sound employee welfare system can enhance employee satisfaction and cohesion, thereby promoting the company's sustainable operation.
We provides the following employee welfare and protection measures and ensures their full and fair implementation:
A. The company provides social insurance, housing provident fund and basic pension insurance for all employees in accordance with the law.
B. Regularly hold employee birthday parties and distribute birthday gifts to enhance employees' sense of belonging.
C. Organizing celebratory parties and events for major holidays to promote team cohesion.
D. We provide employee dormitories to help colleagues from other areas solve their housing problems.
To boost morale, improve work performance, and share in the profits, the company's articles of association stipulate that if there is a profit in a given year, and with the approval of a resolution passed by more than two-thirds of the directors present, at least one-thousandth of the profit may be allocated as employee compensation, to be distributed in the form of shares and/or cash. This is currently subject to regulations based on the location of the operating site.
※Retirement system
Our company complies with the "Basic Pension Insurance Regulations for Enterprise Employees" in the place where the operating entity, Apple (China) Co., Ltd., operates, and makes monthly pension payments to the special account of the local government finance department..
※Talent development
Education and training:
We believes that talent is the most crucial core competitiveness of an enterprise. Continuous and systematic education and training not only stimulate employee potential and enhance professional knowledge and skills, but also effectively leverage human resources, thereby strengthening the company's overall operational performance and achieving sustainable development goals. Our company formulates employee training policies based on employee rank and job nature:
**New Employee Training: To help new employees quickly adapt to the workplace environment and build a sense of belonging to the company culture, our company assigns a dedicated mentor to guide new employees in familiarizing themselves with work processes and the environment. At the same time, each department also plans basic training courses covering company introduction, organizational structure, employee handbook, environmental knowledge, quality and environmental policies, company rules and regulations, production safety and occupational health, etc.
**Management Training: To enhance the leadership skills and sustainable business awareness of management, our company has developed management skills training courses for managers at different levels, helping to build a shared team vision and management consensus. Course topics include social responsibility policies and objectives, SA8000 management guidelines, management procedures, hazard identification and control, etc., which not only help cultivate managers' personal leadership style, but also build their ability to manage and maintain employee safety.
※Employee Communication
We values employee rights protection and transparent communication, and is committed to creating an open, trusting, and mutually beneficial workplace culture. The company maintains harmonious labor relations and ensures employees can express their opinions and participate in operational matters through labor-management meetings. Employees can also proactively communicate their views to the Human Resources Department or appropriate senior management through email, interviews, or internal reporting mechanisms, maintaining open dialogue channels.
Trade Union and Organization Agreement: we commits to protecting the rights and interests of its employees and promoting a culture of transparent and two-way communication to foster labor-management harmony and corporate cohesion.
We regards its talent as its most valuable asset and is committed to creating a safe, healthy, equal, and warm workplace environment. From institutional reforms to daily care, the Group implements various employee welfare and rights protection measures to ensure employees achieve balanced development in work, life, and leisure. We believe that a sound employee welfare system can enhance employee satisfaction and cohesion, thereby promoting the company's sustainable operation.
We provides the following employee welfare and protection measures and ensures their full and fair implementation:
A. The company provides social insurance, housing provident fund and basic pension insurance for all employees in accordance with the law.
B. Regularly hold employee birthday parties and distribute birthday gifts to enhance employees' sense of belonging.
C. Organizing celebratory parties and events for major holidays to promote team cohesion.
D. We provide employee dormitories to help colleagues from other areas solve their housing problems.
To boost morale, improve work performance, and share in the profits, the company's articles of association stipulate that if there is a profit in a given year, and with the approval of a resolution passed by more than two-thirds of the directors present, at least one-thousandth of the profit may be allocated as employee compensation, to be distributed in the form of shares and/or cash. This is currently subject to regulations based on the location of the operating site.
※Retirement system
Our company complies with the "Basic Pension Insurance Regulations for Enterprise Employees" in the place where the operating entity, Apple (China) Co., Ltd., operates, and makes monthly pension payments to the special account of the local government finance department..
※Talent development
Education and training:
We believes that talent is the most crucial core competitiveness of an enterprise. Continuous and systematic education and training not only stimulate employee potential and enhance professional knowledge and skills, but also effectively leverage human resources, thereby strengthening the company's overall operational performance and achieving sustainable development goals. Our company formulates employee training policies based on employee rank and job nature:
**New Employee Training: To help new employees quickly adapt to the workplace environment and build a sense of belonging to the company culture, our company assigns a dedicated mentor to guide new employees in familiarizing themselves with work processes and the environment. At the same time, each department also plans basic training courses covering company introduction, organizational structure, employee handbook, environmental knowledge, quality and environmental policies, company rules and regulations, production safety and occupational health, etc.
**Management Training: To enhance the leadership skills and sustainable business awareness of management, our company has developed management skills training courses for managers at different levels, helping to build a shared team vision and management consensus. Course topics include social responsibility policies and objectives, SA8000 management guidelines, management procedures, hazard identification and control, etc., which not only help cultivate managers' personal leadership style, but also build their ability to manage and maintain employee safety.
※Employee Communication
We values employee rights protection and transparent communication, and is committed to creating an open, trusting, and mutually beneficial workplace culture. The company maintains harmonious labor relations and ensures employees can express their opinions and participate in operational matters through labor-management meetings. Employees can also proactively communicate their views to the Human Resources Department or appropriate senior management through email, interviews, or internal reporting mechanisms, maintaining open dialogue channels.
Trade Union and Organization Agreement: we commits to protecting the rights and interests of its employees and promoting a culture of transparent and two-way communication to foster labor-management harmony and corporate cohesion.
►Information security management strategies and policies
Please refer to the Investor Relations → Important Company Documents → Information Security Inspection".
►Information and communication security risk management
The General Manager's Office is the unit responsible for information security in our company. It is responsible for planning, implementing and promoting information security management matters, as well as promoting information security awareness.
►Cybersecurity Policy
A. Ensure the continuous operation of all information systems.
B. Prevent hackers and various viruses from invading and causing damage.
C. To prevent improper intentions and illegal use.
D. Prevent the leakage of sensitive information.
E. Avoid accidents caused by human error.
►Specific management plan
Our audit department is responsible for auditing information security management. If any deficiencies are found during the audit, the audited unit will be required to submit a relevant improvement plan to the board of directors. The effectiveness of the improvement will be tracked regularly to reduce internal information security risks.
►Major information and communication security incidents
The General Manager's Office conducts an annual self-assessment of the company's information security management system, which is included in the audit plan of the auditing unit. This year's assessment result is that the system is secure enough to guarantee the security of all company information.
Please refer to the Investor Relations → Important Company Documents → Information Security Inspection".
►Information and communication security risk management
The General Manager's Office is the unit responsible for information security in our company. It is responsible for planning, implementing and promoting information security management matters, as well as promoting information security awareness.
►Cybersecurity Policy
A. Ensure the continuous operation of all information systems.
B. Prevent hackers and various viruses from invading and causing damage.
C. To prevent improper intentions and illegal use.
D. Prevent the leakage of sensitive information.
E. Avoid accidents caused by human error.
►Specific management plan
Our audit department is responsible for auditing information security management. If any deficiencies are found during the audit, the audited unit will be required to submit a relevant improvement plan to the board of directors. The effectiveness of the improvement will be tracked regularly to reduce internal information security risks.
►Major information and communication security incidents
The General Manager's Office conducts an annual self-assessment of the company's information security management system, which is included in the audit plan of the auditing unit. This year's assessment result is that the system is secure enough to guarantee the security of all company information.
| Strategy | Performance goals | |
| 2025 Goals | 2025 Implementation Results | |
| Establish up-to-date information security systems and mechanisms to ensure the security of company and customer information. | 100% | 100% |
Please refer to: Investor Relations → Important company documents.