Corporate Governance
The Board of Directors
The company’s Board of Directors consists of seven directors (including four independent directors) with a term of three years. The 11th Board of Directors runs from June 19, 2025, to June 18, 2028. The Board of Directors is responsible for guiding the company’s strategy, overseeing the management team, and being accountable to the company and shareholders. Its main duties include deliberating on the company’s operating policies and long-term development plans, reviewing and supervising the implementation of annual financial business plans, auditing budgets and financial statements, establishing internal control systems and assessing their effectiveness, appointing and dismissing senior executives, convening shareholder meetings, and implementing resolutions adopted by the shareholders’ meeting.
Information disclosure on the professional qualifications of the directors, and state of independence of the independent directors
| Name/Condition | Gender | Professional qualifications and experiences | State of independence | Number of public companies in which Independent Directors also hold positions |
| Director Fang, Jung-Hsi |
M |
|
He is the representative of Chi Yu Investment Co., Ltd., one of the top ten shareholders of the Company, and currently serves as the General Manager of the Company as well as a director of its subsidiaries. He is also among the top ten individual shareholders of the Company and is not an independent director. In all other respects, he meets the independence criteria set forth in Article 3, Paragraph 1 of the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” promulgated by the Financial Supervisory Commission. | None |
| Director Chuang, Hong-Jen |
M |
|
He is one of the top ten individual shareholders of the Company and is not an independent director. However, all other aspects of his qualifications have been reviewed in accordance with the independence criteria set forth in the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” promulgated by the Financial Supervisory Commission, and he/she remains in compliance with the relevant independence requirements. | None |
| Director Chang, Deng-Kai |
M |
|
Currently serving as an individual director of the Company and is not an independent director. He meets the independence requirements stipulated by the competent authority. Both in the two years prior to appointment and throughout the term of office, he/she complies with the independence criteria set forth in Article 3 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies promulgated by the Financial Supervisory Commission. | None |
| Independent Director Liu, Shi-Heh |
M |
|
The independent directors listed on the left have met the qualification requirements stipulated in the two years prior to their appointment and throughout their terms of office, in accordance with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies promulgated by the Financial Supervisory Commission, as well as Article 14-2 of the Securities and Exchange Act. Furthermore, the independent directors have been granted full authority to participate in decision-making and express their opinions pursuant to Article 14-3 of the Securities and Exchange Act, thereby independently exercising their related duties and responsibilities. | None |
| Independent Director Yang, Chia-Wen |
F |
|
The independent directors listed on the left have met the qualification requirements stipulated in the two years prior to their appointment and throughout their terms of office, in accordance with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies promulgated by the Financial Supervisory Commission, as well as Article 14-2 of the Securities and Exchange Act. Furthermore, the independent directors have been granted full authority to participate in decision-making and express their opinions pursuant to Article 14-3 of the Securities and Exchange Act, thereby independently exercising their related duties and responsibilities. | None |
| Independent Director Charles W. Tu |
M |
|
The independent directors listed on the left have met the qualification requirements stipulated in the two years prior to their appointment and throughout their terms of office, in accordance with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies promulgated by the Financial Supervisory Commission, as well as Article 14-2 of the Securities and Exchange Act. Furthermore, the independent directors have been granted full authority to participate in decision-making and express their opinions pursuant to Article 14-3 of the Securities and Exchange Act, thereby independently exercising their related duties and responsibilities. | None |
| Independent Director Wang, Shu-Lan |
F |
|
The independent directors listed on the left have met the qualification requirements stipulated in the two years prior to their appointment and throughout their terms of office, in accordance with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies promulgated by the Financial Supervisory Commission, as well as Article 14-2 of the Securities and Exchange Act. Furthermore, the independent directors have been granted full authority to participate in decision-making and express their opinions pursuant to Article 14-3 of the Securities and Exchange Act, thereby independently exercising their related duties and responsibilities. | None |
Diversity policy of the Board, Specific management goals and State of implementation
Diversity policy of the Board of Directors:
To strengthen corporate governance and promote the sound development of board composition and structure, and to implement the policy of board member diversity, our company adheres to the guidelines on board member diversity policy outlined in the “Practical Guidelines for Corporate Governance.”
Each Board member shall have the necessary knowledge, skill, and experience to perform their duties. To achieve the ideal goals of corporate governance, the overall skills that the board shall possess are as below:
(A)Operation Judgment Skills.
(B)Accounting and Financial Analysis Skills.
(C)Management Administration Skills.
(D)Crisis Handling Skills.
(E)Industry Knowledge.
(F)International Market Perspectives.
(G)Leadership Skills.
(F)Strategic Decision Skills.
The current Board of Directors of our company consists of 7 directors, including 4 independent directors and 3 non-independent directors. All directors are distinguished professionals from industry and academia, possessing diverse and complementary industry experience as well as expertise in finance, accounting, law, and other professional capabilities, in line with the board’s diversity policy and management objectives.
State of implementation:
There are a total of 7 board members for the 11th Board of Directors. The members come from various professional backgrounds in law, industry, finance, marketing, and technology. In their different professional background, they possess various professional skills in business management and leading strategic decisions, operations judgement and crisis handling, accounting and financial analysis skills, industry knowledge, and international market perspectives, exhibiting diverse complementary results. All of the Directors are of Republic of China nationality, and their ages span from 52 to 74 years old. There is 1 director who is concurrently the company’s manager, and the percentage of the directors with employee status stands at 14%, meeting the goal of not exceeding one-third in management overlap. Four independent directors account for the proportion of the board members 57%, surpassing the one-third management target, the board of directors includes 2 female independent director, meeting the management objective of having at least one female director among the board members.
Currently, female directors account for 2 out of 7 members of the Board of Directors, which does not reach one-third of the board seats. This is mainly due to the characteristics of the industry in which the company operates, where the pool of qualified female candidates is relatively limited compared to male counterparts. Going forward, the company will actively seek female director candidates with professional expertise and will continue to promote gender diversity, gradually increasing the proportion of women on the board in order to achieve the goal of diversified governance.
State of implementation on related diversity policy is as in the table below
|
Name |
Gender | Professional background | Professional skills | ||||||||
| Legal | Industry | Finance and accounting | Marketing | Tech | Business management and leading strategic decisions | Operations judgement and crisis handling | Accounting and Financial Analysis Skills | Industry Knowledge | Int’l Market Perspectives | ||
| Fang, Jung-Hsi | M | V | V | V | V | V | V | V | V | ||
| Chuang, Hong-Jen | M | V | V | V | V | V | V | V | V | V | V |
| Chang, Deng-Kai | M | V | V | V | V | V | V | V | V | ||
| Liu, Shi-Heh | M | V | V | V | V | V | V | V | |||
| Yang, Chia-Wen | F | V | V | V | V | V | V | V | |||
| Charles W. Tu | M | V | V | V | V | V | |||||
| Wang, Shu-Lan | F | V | V | V | V | V | V | V | |||
Specific management goals and achievement status of diversification policies are as follows
| Management Goal | Achievement Status |
| No more than one-third of the board seats should be held by executive directors. | Achieved |
| The board should include at least one female member. | Achieved |
| Independent directors should hold more than one-third of the board seats. | Achieved |
Measures to Enhance Gender Diversity on the Board:
(I) Diverse Criteria:
In addition to professional expertise, the criteria for selecting directors should also take into account gender, age, nationality, cultural background, and other dimensions of diversity.
(II) External Search:
Leverage professional institutions (such as the Taiwan Corporate Governance Association’s Independent Director Talent Database) to identify suitable female director candidates and broaden the scope of recruitment.
(III) Training and Development:
Provide training programs for women and other minority groups to enhance their professional skills.
Succession planning for board members and key management
1. Succession planning and operation status of board members:
The company adopts a candidate nomination system for the election of directors, and clearly stipulates the diversity policy for board members in the “Corporate Governance Practice
Principle”, including gender, age, nationality, professional knowledge and skills, etc. in the diversity policy. There are a total of 7 board members. Members have professional
backgrounds in law, industry, accounting, marketing and technology, etc., and have different professional backgrounds, such as operation management and leadership decision-making, operational judgment and crisis management, accounting and financial analysis capabilities, industry knowledge and international market perspective, etc. Professional capabilities demonstrate diverse and complementary effects. The composition structure of the
company’s board of directors should include no less than one-third of the directors as independent directors, and directors who also serve as company managers should not exceed one-third of the directors in order to achieve the goal of corporate governance. In order to meet the needs of sustainable operation of the enterprise and implement the operation strategy, directors who are also managers of the company should possess
operational judgment ability, accounting and financial analysis ability, business management ability, crisis management ability, industry knowledge, international market perspective, leadership ability and decision-making capacity. For high-potential talents, the company conducts ability training and performance evaluation through internal and external courses, project experience, job rotation, etc. based on the abilities they should possess to serve as directors, in order to meet the company’s expectations. The company will use the “board
performance evaluation results” as a reference for director
Performance Evaluation of the Board of Directors
On August 13, 2025, the Board of Directors revised the “Board Performance Evaluation Guidelines.” According to the guidelines, the Board is required to conduct at least one internal performance evaluation annually, covering the overall Board, individual Board members, and functional committees. The evaluation comprises four aspects: Board operations, director participation, Compensation Committee operations, and Audit Committee operations. The methods include evaluations by directors on Board operations, self-evaluations by directors on their participation, evaluations by Compensation Committee members on committee operations, and evaluations by Audit Committee members on their committee’s operations. The performance evaluation of the Company’s Board of Directors shall be conducted at least once every three years by an independent external professional institution or a team of external experts and scholars.
The results of these evaluations serve as a reference for the selection or nomination of directors and are also used to determine the individual compensation of directors and functional committee members. The performance evaluation results for the year 2024 were reported to the Board on March 11, 2025, and have been used as a reference for assessing the performance, remuneration, and re-nomination of Board members.
Audit Committee
The company’s Audit Committee is composed of all independent directors (including one financial and accounting expert), with a term of three years. All four independent directors meet the legal requirements for independence, professional qualifications, and experience, and undergo an annual internal performance evaluation of the Audit Committee.
The main purpose of the Audit Committee’s operation is to oversee the following matters
- Fair presentation of the financial reports of this Corporation.
- The hiring (and dismissal), independence, and performance of certificated public accountants of this Corporation.
- The effective implementation of the internal control system of this Corporation.
- Compliance with relevant laws and regulations by this Corporation.
- Management of the existing or potential risks of this Corporation.
- The company conducts mergers and acquisitions in accordance with the Enterprise Merger and Acquisition Law.
The duties and powers of the Audit Committee are as follows
1. The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
2. Assessment of the effectiveness of the internal control system.
3. The adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others.
4. Matters in which a director is an interested party.
5. Asset transactions or derivatives trading of a material nature.
6. Loans of funds, endorsements, or provision of guarantees of a material nature.
7. The offering, issuance, or private placement of equity-type securities.
8. The hiring or dismissal of a certified public accountant, or their compensation.
9. The appointment or discharge of a financial, accounting, or internal audit officer.
10. The annual financial report signed or sealed by the chairman, manager and accounting supervisor and the semi-annual financial report that must be verified and certified by certified public accountant.
11. Business reports and proposals for profit distribution or loss appropriation.
12. Other material matters as may be required by this Corporation or by the competent authority.
Professional knowledge and experience of the Audit Committee
| Criteria/Title/Name | Professional qualifications and experiences | |
| Independent Director |
Liu, Shi-Heh | ● Possesses work experience in commercial, legal, finance, accounting or other areas required by the company business. ● Masters, Department of Finance, National Taiwan University. ● Previously served as Specialist of Taiwan Stock Exchange Corporation, Bureau of Foreign Trade, Sales Vice President of Fubon Securities Co., Ltd., Chairperson of Empire Vision, Chairperson of Unicon Optical Co., Ltd. ● Is not under any of the circumstances as described in Article 30 of the Company Act. |
| Independent Director |
Yang, Chia-Wen | ● Possesses work experience in commercial, legal, finance, accounting or other areas required by the company business.
● Bachelor of Law, National Chung Hsing University ● Vice President of Legal Department, Standard Chartered Bank ● Deputy Head of Legal Division, Innolux Corp. ● Currently Chief Executive Officer of Wenwin Law office ● Is not under any of the circumstances as described in Article 30 of the Company Act. |
| Independent Director |
Charles W. Tu | ● An instructor or higher in a department related to the business needs of the company in a public or private junior college, college, or university. ● PhD, School of Engineering & Applied Science, Yale University, USA. ● Previously served as Researcher, AT&T Bell Labs, Head of Computer Science & Engineering Department, University of California, San Diego. Currently serving as Honorary Professor, University of California, San Diego, Yushan Scholar, National Chung Hsing University. ● Is not under any of the circumstances as described in Article 30 of the Company Act. |
| Independent Director |
Wang, Shu-Lan | ● Possesses work experiences in commercial, finance, accounting or other areas required by the company business. ● Master of Business Administration, California Miramar University. ● Previously served as Special Assistant to Chairperson, Sunplus Technology Co., Ltd. ● Is not under any of the circumstances as described in Article 30 of the Company Act. |
Annual major matters of the Audit Committee
1. The main function of the Audit Committee is to assist the Board and implement the responsibility authorized by the Company Act, the Securities and Exchange Act, and any other related laws.
2. The Company has adopted “Audit Committee Charter” to follow up. Please refer to the following attachment.
3. Annual major matters are as following:
● The adoption of or amendments to the internal control system.
● Assessment of the effectiveness of the internal control system.
● The adoption or amendment of the procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others.
● Review the matters in which a director is an interested party.
● Review the asset transactions or derivatives trading of a material nature.
● Review the loans of funds, endorsements, or provision of guarantees of a material nature.
● The offering, issuance, or private placement of equity-type securities.
● The hiring or dismissal of a certified public accountant, or their compensation.
● The appointment or discharge of a financial, accounting, or internal audit officer.
● Review the annual and second quarter financial reports.
● Review the business report and the proposal of profit distribution or deficit compensation.
● Review the other material matters as may be required by this company or by the competent authority.
Information on the operation of the Audit Committee
The annual meetings for the 2025 were held five times (A), with the attendance of committee members as follows:
| Title | Name | Attendance in Person (B) | By Proxy | Attendance Rate (%)(B/A) | Remarks |
| Independent Director |
Liu, Shi-Heh | 5 | 0 | 100% | — |
| Independent Director |
Yu, Hsiang-Tun | 2 | 0 | 100% | Removed on 2025/06/19 |
| Independent Director |
Yang, Chia Wen | 3 | 0 | 100% | Appointed on 2025/06/19 |
| Independent Director |
Charles W. Tu | 4 | 0 | 80% | — |
| Independent Director |
Wang, Shu-Lan | 5 | 0 | 100% | — |
Summary of the main communication aspects between the Independent Directors and the internal Audit in the fiscal year 2025
| Date | Attendees | Method of communication | Key points of communication | Results or opinions arising from the communication |
| 2025/3/11 | Independent Director
Liu, Shi-Heh Independent Director Yu, Hsiang-Tun Independent Director Charles W. Tu Independent Director Wang, Shu-Lan Audit Manager Ruan,Jing |
Audit Committee | 2024 Internal Audit Self-Assessment Results Report | No opinions. |
| 2025/12/19 | Independent Director
Liu, Shi-Heh Independent Director Yang, Chia-Wen Independent Director Charles W. Tu Independent Director Wang, Shu-Lan Audit Manager Ruan,Jing |
Audit Committee | 2026 Annual Internal Audit Plan. | No opinions. |
Summary of the main communication between Independent Directors and CPA in the fiscal year 2025
| Date | Attendees | Method of communication | Key points of communication | Results or opinions arising from the communication |
| 2025/3/11 | Independent Director
Liu, Shi-Heh Independent Director Yu, Hsiang-Tun Independent Director Charles W. Tu Independent Director Wang, Shu-Lan Accountant(PWC) Lin,Bo-Cyuan |
In-person meetings | Meeting with the governance unit on the completed review for the 2024 Q4 financial statements. | No opinions. |
| 2025/12/19 | Independent Director
Liu, Shi-Heh Independent Director Yang, Chia-Wen Independent Director Charles W. Tu Independent Director Wang, Shu-Lan Accountant(PWC) Lin,Bo-Cyuan |
In-person meetings | 2025 Annual Financial Report Audit Planning Phase and Communication with Governance Units. | No opinions. |
Remuneration Committee
Our Compensation Committee consists of three independent directors serving a term of three years, with a requirement to meet at least twice annually and conduct an annual internal performance evaluation of the committee.
Responsibilities of the Remuneration Committee
- Establishing and periodically reviewing the performance assessment standards, annual and long-term performance goals, and the policies, systems, standards, and structure for the compensation of the directors and managerial officers of the Company.
- Periodically assessing the degree to which performance goals for the directors and managerial officers of the Company have been achieved, setting the types and amounts of their individual compensation.
Information on members of the Remuneration Committee
| Criteria/Title /Name |
Professional qualifications and experiences |
State of independence |
Concurrent Compensation Committee Member in other public companies |
|
| Independent Director
(Convener) |
Liu, Shi-Heh |
|
The independent directors listed on the left have met the qualification requirements stipulated in the ‘Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies’ issued by the Financial Supervisory Commission, as well as Article 14-2 of the Securities and Exchange Act, during the two years prior to their appointment and throughout their tenure. Furthermore, in accordance with Article 14-3 of the Securities and Exchange Act, the independent directors have been granted full authority to participate in decision-making and to express their opinions, enabling them to independently exercise their respective duties. | None |
| Independent Director | Yang, Chia-Wen |
|
The independent directors listed on the left have met the qualification requirements stipulated in the ‘Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies’ issued by the Financial Supervisory Commission, as well as Article 14-2 of the Securities and Exchange Act, during the two years prior to their appointment and throughout their tenure. Furthermore, in accordance with Article 14-3 of the Securities and Exchange Act, the independent directors have been granted full authority to participate in decision-making and to express their opinions, enabling them to independently exercise their respective duties. | None |
| Independent Director | Charles W. Tu |
|
The independent directors listed on the left have met the qualification requirements stipulated in the ‘Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies’ issued by the Financial Supervisory Commission, as well as Article 14-2 of the Securities and Exchange Act, during the two years prior to their appointment and throughout their tenure. Furthermore, in accordance with Article 14-3 of the Securities and Exchange Act, the independent directors have been granted full authority to participate in decision-making and to express their opinions, enabling them to independently exercise their respective duties. | None |
The agenda items discussed by the Compensation Committee are as follows
| Compensation Committee Date | Term | Agenda Item Details | Opinions of All Members | Company’s Response to Members’ Opinions | Resolution Outcome |
| 2025/03/11 | The 7th Meeting of the 5th Term | 1.Proposal to Define the Scope of Entry-Level Employees of the Company
2.Explanation of the Policies, Systems, Standards, and Structures Regarding Performance Evaluation and Compensation for the Company’s Directors and Managers |
None | None | The proposal was approved unanimously by all attending committee members without objection. |
| 2025/05/09 | The 8th Meeting of the 5th Term | The Company’s Employee Stock Ownership Trust Plan and Managerial Participation in the Employee Stock Ownership Trust | None | None | The proposal was approved unanimously by all attending committee members without objection. |
| 2025/11/11 | The 1st Meeting of the 6th Term | Proposal for Adjustment of Managerial Compensation | None | None | The proposal was approved unanimously by all attending committee members without objection. |
Information on the operation of the Remuneration Committee
The annual meetings for the 2025 were held three (A), with the attendance of committee members as follows:
| Title | Name | Attendance in
Person (B) |
By Proxy | Attendance Rate in Person
(%)(B/A) |
Note |
| Convener | Liu, Shi-Heh | 3 | 0 | 100% | — |
| Member | Yu, Hsiang-Tun | 2 | 0 | 100% | — |
| Member | Yang, Chia-Wen | 1 | 0 | 100% | — |
| Member | Charles W. Tu | 3 | 0 | 100% | — |
| Other noteworthy matters:
I. If the Board doesn’t adopt or amend the Remuneration Committee’s proposals, state the date, period, proposal contents, resolutions of the Board of the Directors, and the Company’s actions in response to the opinions of the Remuneration Committee (If the resolution of compensation by the Board of Directors is better than the one by the Remuneration Committee, state the difference and the reasons): None. II. In cases Remuneration Committee members have dissenting opinions or qualified opinions against the resolution and recorded with notes in paper, the Company shall list date, number of the Remuneration Committee meeting, agenda, all members’ opinion and the follow-up of the members’ opinion: None. |
|||||
Policy on Linking Directors’ and Managers’ Remuneration to Performance
Download:
Policy on Linking Directors’ and Managers’ Remuneration to Performance
Corporate Governance and Nomination Committee
The company established the Corporate Governance and Nomination Committee on December 19, 2025. This committee shall diligently fulfill the following responsibilities with care and loyalty, and submit its recommendations to the Board of Directors for discussion:
- Nominate candidates for company directors, review the qualifications of director candidates, and assess the independence of independent directors.
- Construct the organizational structure of each functional committee under the Board of Directors and review the establishment and amendment of the organizational rules of each functional committee.
- Review the company’s corporate governance practice guidelines.
- Supervise and guide the performance evaluation of the Board of Directors and report the evaluation results to the Board for review and improvement.
- Other matters as directed by the Board for this committee to handle.
Information on the Members of the Corporate Governance and Nomination Committee
| Criteria/Title /Name |
Professional qualifications and experiences |
State of independence |
Concurrent Member of Nomination Committee in other public companies |
|
| Independent Director (Convener) |
Liu, Shi-Heh |
|
The independent directors listed on the left have met the qualification requirements stipulated in the ‘Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies’ issued by the Financial Supervisory Commission, as well as Article 14-2 of the Securities and Exchange Act, during the two years prior to their appointment and throughout their tenure. Furthermore, in accordance with Article 14-3 of the Securities and Exchange Act, the independent directors have been granted full authority to participate in decision-making and to express their opinions, enabling them to independently exercise their respective duties. | None |
| Independent Director | Yang, Chia-Wen |
|
The independent directors listed on the left have met the qualification requirements stipulated in the ‘Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies’ issued by the Financial Supervisory Commission, as well as Article 14-2 of the Securities and Exchange Act, during the two years prior to their appointment and throughout their tenure. Furthermore, in accordance with Article 14-3 of the Securities and Exchange Act, the independent directors have been granted full authority to participate in decision-making and to express their opinions, enabling them to independently exercise their respective duties. | None |
| Independent Director | Charles W. Tu |
|
The independent directors listed on the left have met the qualification requirements stipulated in the ‘Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies’ issued by the Financial Supervisory Commission, as well as Article 14-2 of the Securities and Exchange Act, during the two years prior to their appointment and throughout their tenure. Furthermore, in accordance with Article 14-3 of the Securities and Exchange Act, the independent directors have been granted full authority to participate in decision-making and to express their opinions, enabling them to independently exercise their respective duties. | None |
Information on the operation of the Corporate Governance and Nomination Committee.
The term of this committee is from December 19, 2025 to June 18, 2028. As meetings have not yet commenced, there are currently no major resolutions.
Sustainable Development Committee
To deepen and implement the Company’s vision for sustainable development, the Company established the Sustainable Development Committee on August 12, 2024.
The Committee is responsible for coordinating corporate social responsibility initiatives, formulating sustainable development directions and objectives, and proposing and implementing relevant management policies and specific action plans.
The Sustainable Development Committee assists the Board of Directors in continuously promoting corporate sustainability and achieving sustainable operations. Its authorities and responsibilities include, but are not limited to, the following matters:
- Formulation of sustainable development policies.
- Formulation of annual sustainable development plans and strategic directions.
- Tracking and reviewing the implementation status and effectiveness of sustainable development initiatives, and reporting the results to the Board of Directors.
- Promoting and implementing matters related to risk management.
- Making decisions on other matters related to sustainable development.
Information on the Members of the Committee Members
| Title | Name | Sustainability-Related Experience | Sustainability-Related Training |
| Chairperson (Convener) | Fang, Jung-Hsi | Governance and Operations | Building a Resilient Enterprise: Sustainability Risks and Trends in 2025 |
| Head of Operations Center | Hsu, Fang-Chiu | Environmental Sustainability | Corporate Sustainable Development and Lean Production |
| Head of General Administration | Wang, Yu-Lien
|
Employee Care | Developing Sustainability Performance Indicators and Incentive Mechanisms |
| Head of Finance and Accounting | Chen Guo-Bau | Risk Management | Analysis of CDP Question Sets Mapped to IFRS S2 |
Information on the operation of the Sustainable Development Committee
Members of the Committee are appointed by the Chairperson. There is no fixed term of appointment, and the Chairperson may make adjustments in response to organizational changes as necessary.
Number of meetings held to date: 5
In 2025, the Sustainable Development Committee convened 3 meetings. The attendance record of committee members is as follows:
| Position | Name | Meetings Attended | Attendance Rate |
| Chairperson (Convener) | Fang, Rong-Hsi | 3 | 100% |
| Head of Operations Center | Hsu, Fang-Chiu | 3 | 100% |
| Head of General Administration | Wang, Yu-Lien | 3 | 100% |
| Head of Finance and Accounting | Chen, Kuo-Pao | 3 | 100% |
Sustainable Development Committee Significant Resolutions
| Meeting Date | Year
Meeting No |
Agenda Items | Resolutions of the Sustainable Development Committee |
| 2025/4/25 | 2025
1st Meeting |
Report Item:
|
The resolution was approved unanimously by all members present. |
| 2025/7/25 | 2025
2nd Meeting |
Discussion Item:
|
The resolution was approved unanimously by all members present. |
| 2025/10/23 | 2025
3rd Meeting |
Report Item:
|
The resolution was approved unanimously by all members present. |
Internal audit organization operations
The internal audit of the Company is an independent unit, directly subordinate to the board of directors. Its responsibility is to investigate and evaluate the effectiveness of the establishment and implementation of the internal control system, the effectiveness and efficiency of operations, the reliability of reporting and compliance with relevant laws, discover existing or potential deficiencies in a timely manner, and provide improvement suggestions to ensure the continuous and effective implementation of the internal control system.
The audit method is mainly based on the audit plan approved by the board of directors. The audit plan is formulated based on the identified risks. Special audits or reviews are also carried out as necessary to discover possible deficiencies in internal control in a timely manner, provide improvement suggestions, and assist the board of directors and management to achieve set goals and issues audit reports. In addition to regularly reporting the implementation status to the board of directors, it also reports to the chairman and independent directors every month or when necessary.
Internal audit urges each unit to perform internal control self-assessment every year, establish a self-supervision mechanism, and review the self-assessment results of each unit as the main basis for issuing an internal control statement.
The appointment and dismissal of the company’s internal audit manager must be approved by the audit committee in accordance with the law and submitted to a resolution of the board of directors. The appointment, removal, assessment, and remuneration of auditors are in accordance with the company’s “Sustainable Development Best Practice Principles” and signed by the audit manager and then submitted to the chairman of the board for approval.
Intellectual Property Management and enforcement
In order to promote products and maintain hard-won innovative technologies, the Company has formulated intellectual property strategies that combine the Company’s operational goals and R&D resources, and established an excellent intellectual property right management plan to create an operation model based on the Company’s value, to protect the Company’s R&D outcomes and strengthen our competitive advantage.
1. Management of patents:
In order to establish an intellectual property right system, the Company has established the intellectual property reward management regulations internally to encourage employees to submit applications for invention patents and continue to accumulate intellectual property rights. The evaluation and review process are conducted through the patent proposal system established by the patent offices within the Group for managing patent proposals, patent search reports, and controlling the quantity and quality of patent applications. Externally, for patent litigation triggered by the lawsuits against the domestic and foreign companies of the LED industry and end customers in the courts of various countries, the Company’s Legal Affairs and Intellectual Property Department will immediately collect relevant information and conduct search and research related patent scopes. The Department will make technical exchanges and discussions with the Technology Development Department and R&D Department and related cooperating manufacturers to confirm if there is also the risk of infringement.
In addition, on the layout of patents, the Company’s patent offices within the Group plan the layout and application of patents.Regarding the development of new products of the Company, the Technology Development and R&D Department will in the early stage of R&D conduct a prior art search through the Legal Affairs and Intellectual Property Department to avoid patent infringement problems.
In addition, in order to expand the sales scale of products, the Company not only applies for the patent right itself, but also signs patent licensing contracts with international leading manufacturers to enhance the strength of the Company’s patent right protection, thereby obtaining sales orders and improving business performance.
2. Business secret management:
The company and all formal employees have signed a confidentiality agreement.
Since the implementation of the group’s intellectual property management system in 2010, the main actions taken in recent years are as follows:
● In 2015, introduced the technical asset management system (patent proposal system).
● In 2016, the Company conducted patent inventory and resold valuable patents for useless technologies in the plant and terminated maintenance on patents with outdated or unusable structural designs.
● In 2016, the Company conducted patent inventory and resold valuable patents for useless technologies in the plant and terminated maintenance on patents with outdated or unusable structural designs.
● In 2018, applied for invention patent bonus in the intellectual property field from Market Supervision and Regulation Bureau of Shenzhen Municipality.
● From 2019 to 2020, the Company conducted another patent inventory, classified the obtained patented technologies into grades A, B, and C, and eliminated grade C (i.e., low-value or outdated patented technologies), with a total of 319 cases terminated during the period (61 cases were converted into monetization) to reduce maintenance expenditure.
● Reviewed the patents for which fees were charged in that year in 2021, and eliminated 20 patents with low value or outdated technology in order to reduce maintenance expenses.
● Reviewed the patents for which fees were charged in that year in 2022, and eliminated 20 patents with low value or outdated technology in order to reduce maintenance expenses.
● At the beginning of 2023, we conducted a comprehensive review of patents. We eliminated 59 patents related to outdated or non-applicable technologies to reduce maintenance costs.
● In 2023, the company filed patent applications for new products and technologies. To support the subsidiary’s investment in AR and VR products, AOT jointly applied for invention and utility model patents with its subsidiary. As of December 31, 2023, a total of 22 new proposals had been submitted. Of these, 15 patent applications entered examination in both China and Taiwan, and 4 patent applications entered examination in the United States.
● In 2024, the company reviewed all patents that required maintenance fee payments for the year. A total of 10 patents were eliminated due to being outdated or no longer in production or application, in order to reduce maintenance costs.
● As of the end of December 2024, a total of 62 new patent applications for new products and technologies had been filed. Among them, joint applications (AOT & APK) included 16 applications each in Taiwan and China, and 14 in the United States. Applications filed solely by AOT included 5 each in Taiwan and China, 4 in the United States, and 1 each in Japan and South Korea.
● As of the end of December 2024, a total of 26 patent certificates had been granted: 2 invention patents and 12 utility model patents in Taiwan; 1 invention patent and 10 utility model patents in China; and 1 invention patent in the United States.
● In the year 2025, a review was conducted on the patents due for maintenance fee payment. A total of 47 patents that were outdated or no longer used in production or applications were eliminated, in order to reduce maintenance costs.
● By the end of December 2025, a total of 22 new patent applications related to BG products and new technologies were filed. Among them, there were 7 applications each in Taiwan and Mainland China, 3 in the United States, and 1 each in Japan and South Korea. Additionally, joint applications (by AOT & APK) were filed in Taiwan, Mainland China, and the United States—1 in each region.
● As of the end of December 2025, a total of 37 patent certificates were obtained, including 8 invention patents in Taiwan, 5 in the United States, 9 utility model patents in Taiwan, and 11 utility model patents in Mainland China. There was also 1 design patent each granted in Taiwan, Mainland China, South Korea, and Japan.
● The list of intellectual property acquired so far and the results are as follows:As of December 31, 2025, the company had been granted a total of 1,327 patents worldwide. This includes 581 patents in Taiwan, 364 in Mainland China, 321 in the United States, and 61 in other countries.Due to comprehensive patent reviews conducted in 2016, 2019–2020, 2023, and 2025, some patents were sold, discarded, or expired. Additionally, annual evaluations are carried out to review whether to maintain patents due for renewal each year. As a result, the current number of patents still under maintenance worldwide stands at 161, including 68 in Taiwan, 32 in Mainland China, 58 in the United States, and 3 in other countries.
The intellectual property management activities for 2025 were reported to the Board of Directors in November 11, 2025.