Board Of Directors

Responsibilities of the Board of Directors

The company’s board of directors should guide the company’s strategy, supervise the management, and be responsible to the company and shareholders. The various operations and arrangements of its corporate governance system should ensure that the board of directors exercises its powers in accordance with laws, the company’s articles of association, or the resolutions of the shareholders’ meeting.

The term of the current board of directors is from May 29, 2023 to May 28, 2026.

Board Member Learning / Experience

Name	Educational qualifications	main experience
Suen Hsiu-Mei Chairman	National Taichung University of Science and Technology Department of Applied Business	Chairman, Amigo Technology Inc. Accounting Manager, Shinan Construction Co., Ltd. Associate Manager, General Management Office of E-Top Navigator Technology Inc. Director, NewSoft Technology Corporation
Guo Jin-Cheng Director	National Cheng Kung University Master of Science	Lecturer, Department of Electronic Engineering, Southern Taiwan University of Science and Technology Director, AMIT WIRELESS INC. Engineer, Airborne Development Center, National Chung-Shan Institute of Science and Technology Director, TMP Steel Corporation
Li Yun Chin Director	National Cheng Kung University Master of Business Administration	Chairperson, Sapido Technology Inc. Director of Corporate Representative, UNITED FIBER OPTIC COMMUNICATION INC. Chairperson and CEO, NewSoft Technology Corporation Chairperson, EBSUCCESS SOLUTIONS INC. Chairperson, Genevisio Co., Ltd. Chairperson, NEWRETAIL CO., LTD
Guo Jin-He Director	National Taiwan University Master of Science Master of Engineering	Chairperson, AMIT WIRELESS INC. Chairperson and CSO, D-Link Corporation Director, CAMEO COMMUNICATIONS, INC. Chairperson, Yong Rui Investment Co., Ltd. Chairperson, D-Link Investment Co., Ltd.
Chen Yi-Ren Independent Director	National Cheng Kung University PhD in Business Administration	Associate Professor, Department of Business Administration, Kun Shan University Independent Director, TMP Steel Corporation Head of Management Department, Kingpro Mediatek Inc. Chairperson, Yiren Investment Co., Ltd. Chairperson, Lichiao Investment Co., Ltd. Independent Director, NEWRETAIL CO., LTD.
Tsai Pei-Jiun Independent Director	Hsing Kuo University of Management Accountancy	Department of Accounting, Hsing Kuo University of Management Head and Practice Accountant, FAN TAX & ACCOUNTING SERVICE Acting Accountant, Accounting Office, Xinshi District Office, Tainan City Administrative Officer, General Affairs Office, Shimen Elementary School, Anping District, Tainan City Acting Accountant, Accounting Office, Bureau of Culture, Tainan City Government CPA, Nan Tai CPAs & Co. Independent Director, NEWRETAIL CO., LTD.
Wang Bing-Chiuan Independent Director	National Taipei University Graduated from Department of Justice National Taiwan University law institute	ndependent Director, UNITED FIBER OPTIC COMMUNICATION INC. CLO, D-Link Corporation Legal Manager, TAIWAN STEEL & MINING CORP. Legal Specialist, Presicarre Corp. Assistant Manager, Legal Division, The Chinese Bank Independent Director, OFCO Industrial Corporation Independent Director, King House CO. Ltd. Independent Director, Golden Win International CORP.

Board Diversity Policy

Director Name\ Diversity Project	Country of Citizenship	gender	Have employee status	age	Term and tenure of independent directors	Leadership and decision-making skills	Operational judgment and management	Financial Accounting	The legal profession	Industry-academic knowledge and international market perspective	Crisis handling capabilities
TSG Tech Holdings Co., Ltd. Director Suen Shiou-Mei	Taiwan	Female	√	61-70		√	√	√		√	√
TSG Tech Holdings Co., Ltd. Director Guo Jin-Cheng	Taiwan	Male		61-70		√	√			√	√
E-Sheng Steel Co., Ltd. Director Li Yun Chin	Taiwan	Female		51-60		√	√	√		√	√
E-Sheng Steel Co., Ltd. Director Guo Jin-He	Taiwan	Male		61-70		√	√	√		√	√
Independent Director Chen Yi-Ren	Taiwan	Male		51-60	6-9 years		√	√		√	√
Independent Director Tsai Pei-Jiun	Taiwan	Female		41-50	3-6 years		√	√		√	√
Independent Director Wang Bing-Chiuan	Taiwan	Male		41-50	Less than 3 years		√		√	√	√

Directors’ Diversity Management Goals and Current Achievement Status

The company’s board of directors is composed of 4 general directors and 3 independent directors. The directors have rich business and management qualifications and each have relevant professional backgrounds. The overall board of directors has the necessary professional knowledge, skills and qualities to perform their duties as follows:

Leadership and decision-making skills

Operational judgment and management

Financial Accounting

The legal profession

Industry-academic knowledge and international market perspective

Crisis handling capabilities

At present, the company’s directors are mature and stable, and all of them are under the age of 70. Among them, 2 are 61-70 years old, 3 are 51-60 years old, 2 are 41-50 years old, and 71% are under 60 years old. The board of directors also pays attention to Gender equality, there are 3 female directors at the table, accounting for 43% of all directors, and one of them is an independent director; 2 of the independent directors have a financial accounting background, and 1 has a legal background. The continuous term of the independent directors does not exceed 9 years. In the future, The board continues to aim at having more than 30% women and at least one legal professional. At present, the company has achieved the diversity requirements, but in order to meet the needs of future development, it will still review the composition requirements to maintain and strengthen the diversity goal of board members at any time.

Information on the operation of the board of directors in 2025

In 2025, the board of directors held 6 meetings (A). The attendance of directors was as follows:

job title	Name	Actual attendance (B)	Number of delegated attendances	actual attendance (B/A)(%)	REMARK
Chairman	TSG Tech Holdings Co., Ltd. Representative: Suen Shiou-Mei	6	0	100%
Director	TSG Tech Holdings Co., Ltd. Representative: Guo Jin-Cheng	6	0	100%
Director	E-Sheng Steel Co., Ltd. Representative: Lee Yun-Chin	6	0	100%
Director	E-Sheng Steel Co., Ltd. Representative: Guo Jin-he	5	1	83.33%
Independent Director	Chen Yi-Ren	5	1	83.33%
Independent Director	Tsai Pei-Jiun	5	1	83.33%
Independent Director	Wang Bing-Cyuan	6	0	100%

Corporate governance implementation in 2025

1. In order to enhance the legal compliance awareness of directors and insiders, directors are reminded by email not to trade their stocks during the closed period of 30 days before the annual financial report announcement and 15 days before the quarterly financial report announcement, respectively. Notices of board meetings will be sent on February 19, April 30, July 31 and October 30, 2025 and directors and internal staff will be reminded in advance on January 24, April 23, July 23 and October 22, 2025. The closed period before the announcement of each quarter’s financial report is to avoid accidentally violating this standard.

2. Continuously track the implementation of greenhouse gas inventory and verification every quarter.

3. Revised some provisions of the ” Procedures for acquiring or disposing of assets”, the “Code of Practice for Sustainable Development”, and establish a “Plan to Enhance Corporate Value”.

4. The 2024 sustainability report and its third-party assurance were approved at the Board meeting on August 8, 2025, with Legendary & Steadfast Accountancy acting as the third-party assurance firm.

5. It is planned to handle a private cash capital increase to issue common shares.

6. To improve the efficiency of the company’s financial operations, it plans to invest in common stocks and other related securities of listed companies.

7.On February 27, 2025, the Board of Directors will submit reports on the operation of risk management and the implementation of intellectual property management, and on November 7, 2025, reports on the implementation of integrity management and the communication with stakeholders.

Information on the operation of the board of directors in 2024

In 2024, the board of directors held 5 meetings (A). The attendance of directors was as follows:

job title	Name	Actual attendance (B)	Number of delegated attendances	actual attendance (B/A)(%)	REMARK
Chairman	Taiwan Network Group United Co., Ltd. Representative: Suen Shiou-Mei	5	0	100%
Director	Taiwan Network Group United Co., Ltd. Representative: Guo Jin-Cheng	5	0	100%
Director	E-Sheng Steel Co., Ltd. Representative: Lee Yun-Chin	5	0	100%
Director	E-Sheng Steel Co., Ltd. Representative: Guo Jin-he	4	1	80%
Independent Director	Chen Yi-Ren	4	1	80%
Independent Director	Tsai Pei-Jiun	5	0	100%
Independent Director	Wang Bing-Cyuan	5	0	100%

Corporate governance implementation in 2024

1. In order to enhance the legal compliance awareness of directors and insiders, directors are reminded by email not to trade their stocks during the closed period of 30 days before the annual financial report announcement and 15 days before the quarterly financial report announcement, respectively in February 2024. Notices of board meetings will be sent on February 29, May 2, August 1 and October 30, and directors and internal staff will be reminded in advance on February 6, April 24, July 25 and October 22, 2024. The closed period before the announcement of each quarter’s financial report is to avoid accidentally violating this standard.

2. Continuously track the implementation of greenhouse gas inventory and verification every quarter.

3.Revise the ” Corporate Governance Code of Practice”, ” Board of Directors Rules of Procedure”, ” Board performance evaluation method”, ” Audit Committee Organizational Rules” and formulate ” Audit Committee Organizational Rules” and ” Organizational Rules of the Sustainable Development Committee”.

4. A sustainable development committee will be established on December 27, 2024.

5. In order to improve corporate governance and inject cultural and creative arts development, the board of directors approved the investment in the film and television works of Kuei Tien Cultural & Creative Entertainment., Ltd. on December 27, 2024, with an amount of NT$3 million.

Information on the operation of the board of directors in 2023

In 2023, the board of directors held 9 meetings (A). The attendance of directors was as follows:

job title	Name	Actual attendance (B)	Number of delegated attendances	actual attendance (B/A)(%)	REMARK
Chairman	Taiwan Network Group United Co., Ltd. Representative: Suen Shiou-Mei	9	0	100%
Director	Taiwan Network Group United Co., Ltd. Representative: Guo Jin-Cheng	9	0	100%
Director	E-Sheng Steel Co., Ltd. Representative: Lee Yun-Chin	9	0	100%
Director	E-Sheng Steel Co., Ltd. Representative: Guo Jin-he	7	2	77.78%
Independent Director	Chen Yi-Ren	8	1	88.89%
Independent Director	Chang Wen-Jiun	3	1	75%	Term expires at 2023
Independent Director	Tsai Pei-Jiun	9	0	100%
Independent Director	Wang Bing-Cyuan	5	0	100%	Newly at 2023

Corporate governance implementation in 2023

1. In order to prevent accidental exposure to insider trading, the company has established an internal major information processing and disclosure mechanism in accordance with the provisions of the “Internal Major Information Processing Procedures” to avoid improper disclosure of information and ensure the consistency of the company’s information published to the outside world. and correctness.

2. In accordance with the Integrity Business Code, the company clearly prohibits bribery, bribery, fraud for profit, insider trading and other dishonest behaviors, and has a disciplinary and complaint system, and stipulates and publicizes relevant matters in internal personnel regulations.

3. It is common to report changes in insider shareholdings from time to time based on letters from the competent authority in violation of the provisions of the Securities and Exchange Act. Directors and insiders should be notified to follow the relevant regulations. The content of the promotion includes:
　　a. Requirements for insider trading
　　b. The time when major news should be made clear and the method of disclosure should be timely
　　c. Violation of insider trading penalties
　　d. Case analysis
　　e. How to avoid insider trading by mistake

4. In order to enhance the legal compliance awareness of directors and insiders, e-mails are sent from time to time to remind directors not to trade their stocks during the closed period of 30 days before the annual financial report announcement and 15 days before the quarterly financial report announcement, respectively. Notices of board meeting dates were sent on May 2, 2012 and August 2, 2012, and notices of board meeting dates were given on April 24, 2012 and July 24, 2012, as well as the closed period before the announcement of each quarter’s financial report. , to prevent directors and managers from accidentally violating this standard.

Performance evaluation of the Board of Directors and its members, functional committees

In order to implement corporate governance and enhance the functions of the Board of Directors of the Company, the Company operates in accordance with the “Measures for the Performance Evaluation of the Board of Directors”.

Evaluation Cycle :

Internal: Performed annually.

External: The assessment should be conducted at least once every three years by an independent external professional body or a team of external experts and scholars.

Scope of Assessment: Board of Directors, Board of Directors, Functional Committees

Assessment method: internal self-assessment questionnaire or commissioned external experts.

Assessment Items:

Board of directors:

The degree of involvement in the company’s operations.

Improve the quality of decision-making of the board of directors.

Composition and structure of the Board of Directors.

Election of Directors and Continuing Education.

Internal Controls.

Directors:

Mastery of the company’s goals and tasks.

Awareness of directors’ responsibilities.

The degree of involvement in the company’s operations.

Internal relationship management and communication.

Professional and continuing education of Directors.

Internal Controls.

Functional Committees:

The degree of involvement in the company’s operations.

Functional Committee Responsibilities Awareness.

Improve the quality of decision-making in functional committees.

Composition and selection of members of the functional committee.

Internal Controls.

Evaluation Result :

2023

Internal Assessment:

Evaluation period: 2023/1/1~2023/12/31

Assessment method: internal self-assessment questionnaire

Assessment Items: See 5.

Evaluation Results: The Board of Directors, the Board of Directors, the Audit Committee and the Remuneration Committee, the evaluation results of the 2023 were all excellent and the overall operation was good, and the Board of Directors reported the evaluation results on March 8, 2024.

2024

Internal Assessment:

Evaluation period: 2024/1/1/~2024/12/31

Assessment method: internal self-assessment questionnaire

Assessment Items: See 5.

Evaluation results: The Board of Directors, the Board of Directors, the Audit Committee and the Remuneration Committee, the evaluation results of the 2024 were all excellent and the overall operation was good, and the Board of Directors reported the evaluation results on February 27, 2025.

Board External Performance Evaluation:

Evaluation period: 2024/1/1~2024/12/31

Appraisal method: Entrusted to the Taiwan Investor Relations Association (certified)

Evaluation items and results: Please refer to the report, and the Board of Directors reported the evaluation results on February 27, 2025.

2025

Internal

Evaluation period: 2025/1/1/~2025/12/31

Assessment method: internal self-assessment questionnaire

Assessment Items: See 5.

Evaluation results: The Board of Directors, the Board of Directors, the Audit Committee, the Remuneration Committee and the Sustainable Development Committee, the evaluation results of the 2025 were all excellent and the overall operation was good, and the Board of Directors reported the evaluation results on February 2, 2026.

2023 Board of Directors and its member performance evaluation results

1. In order to implement corporate governance and improve the functions of the company's board of directors, the company handles the matter in accordance with the "Board of Directors Performance Evaluation Methods".

2. Based on the assessment standards and their evaluation results, the results of the board of directors’ performance assessment and board members’ self-assessment are as follows:

a. Board of Directors performance appraisal self-evaluation results:

Exam Topic	Number Of Questions	Proportion	Self-Evaluation Results
A. Degree of participation in company operations	12	25%	24
B. Improve the quality of board decision-making	12	25%	25
C. Board composition and structure	7	10%	9
D. Selection and continuing education of directors	7	15%	14
E. Internal controls	7	25%	24
	Score Results		96 Excellent

b. Board members

Exam Topic	Number Of Questions	Proportion	Self-Evaluation Results
A. Mastery of company goals and tasks	3	20%	19
B. Awareness of directors’ responsibilities	3	10%	10
C. Degree of participation in company operations	8	20%	19
D. Internal relationship management and communication	3	20%	19
E. Professional and continuing education for directors	3	10%	10
F. Internal controls	3	20%	19
	Score Results		96 Excellent

Assessment Self-Evaluation Results：

Rating Description:

Total score = Σ ((score of each aspect / total score of this aspect x 100) x proportion of this aspect), rounded.
The total score of the performance appraisal self-evaluation is 100 points:

　　 – 90 Points Or Above: Excellent

　　 – 80~89 Points : Good

　　 – 70~79 Points : Standard

　　 – Score Below 69 : Needs To Be Improved

3. General comments: Based on the 2023 board performance evaluation results, the overall operation of the board of directors is excellent.