Corporate governance officer

On August 8, 2019, the Compensation Committee and Board of Directors approved the establishment of a corporate governance executive to enhance governance and strengthen the functions of the board. The corporate governance executive who has been in a financial and equity management position in the publicly traded company over three years, is responsible for various corporate governance matters, including:

1.Conducting meetings of the board of directors and shareholders' meetings in accordance with the law.

2.Creating minutes for board of directors and shareholders' meetings.

3.Assisting directors in appointment and continuing education.

4.Providing information required for the board's business execution.

5.Assisting directors in compliance with laws and regulations.

6.Reporting to the board on the qualification review results for independent directors during nomination, appointment, and tenure.

7.Handling matters related to changes in directors.

8.Other matters stipulated in the company's articles of incorporation or contracts.

In year 2023:

The board solicited opinions from directors, planned agendas, and notified all directors in advance of meetings with relevant materials. Minutes were prepared after board meetings and provided to directors within the specified timeframe. Annual performance evaluations were conducted for individual directors. Shareholders' meeting-related matters were handled annually in accordance with the law, and minutes were produced. Amendments to the company's articles of incorporation were processed. Assistance was provided to directors in appointment, ongoing education, and compliance with laws. Maintenance of affairs related to investor relations.The corporate governance executive completed the required hours of initial training within one year of assuming office (since August 8 ,2019). Training hours for year 2023 are available here: [link to attendance records].

Board of Directors

Director term:June 18,2024~June 17,2027

The attendance of directors: http://mops.twse.com.tw/mops/web/t93sc03_1

Our company has established the "Corporate Governance Guidelines," which stipulate that the composition of the board of directors should take into account diversity. With the exception that directors concurrently serving as company executives should not exceed one-third of the total directorships, the guidelines further outline a policy for diversification based on the company's operations, business model, and development needs, establishing basic criteria and expertise in knowledge and skills.

The following is an excerpt from Article 20 of our company's "Corporate Governance Guidelines" regarding the policy on the diversification of board members: "The structure of the board of directors of our company should be determined based on the scale of business development and the shareholding situation of major shareholders, taking into account practical operational needs. The appropriate number of directorships should be decided to be five or more. Board members should consider diversification, and no more than one-third of the directorships should be held by directors concurrently serving as company executives.

Additionally, a suitable diversification policy should be formulated based on the company's operations, business model, and development needs. This policy should encompass, but is not limited to, the following two major aspects:

1.Basic qualifications and values: Gender, age, nationality, and culture

2.Professional knowledge and skills: Professional background (such as law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience

All members of the board shall have the knowledge, skills, and experience necessary to perform their duties. To achieve the ideal goal of corporate governance, the board of directors shall possess the following abilities：

1. Operational judgment ability

2. Accounting and financial analysis ability

3. Management ability

4. Crisis management ability

5. Industry knowledge

6. International market perspective

7. Leadership ability

8. Decision-making ability

Jarllytech considers diversity in board members, in addition to their professional backgrounds. The company currently has seven directors, including four independent directors. One of the independent directors is female. The board members have a diverse range of professional backgrounds, including management, engineering, law, accounting, and industry management. The board members' knowledge and experience in different industries and academia can provide professional opinions from different perspectives, which is of great benefit to improving the company's operating performance and management efficiency.

The proportion of board members with employee status is 28.5%, and the proportion of independent directors is 57%. Jarllytech also pays attention to gender equality in the composition of board members. The target proportion of female directors is 25% or more. Currently, there are seven directors, including one female director, for a ratio of approximately 14.29%. The term of office of three independent directors is less than three years, the term of office of one independent director is 4-6 years, and three directors are aged 60-75, while four are under 60.

Jarllytech directors and managers are required to participate in education and training on insider trading prevention management regulations and relevant laws and regulations at least once a year. New directors and managers are provided with timely education and training within three months of their appointment. Pursuant to the "Internal Major Information Processing and Insider Trading Prevention Management Procedures" revised on August 9, 2023, Jarllytech regularly reminds directors and insiders not to trade stocks during the closed period of 30 days before the announcement of the annual financial report and 15 days before the announcement of the quarterly financial report. On October 14, 2023, Jarllytech notified directors and insiders not to trade stocks during the closed period of 15 days before the announcement of the third quarter financial report of 2023. On February 7, 2024, Jarllytech notified directors and insiders not to trade stocks during the closed period of 30 days before the announcement of the 2023 annual financial report. In 2023, Jarllytech conducted relevant education and training for directors and managers for a total of 15 hours, covering insider trading, attribution rights, and shareholder changes.

Jarllytech Succession Plan:

The company's succession plan requires that successors not only have the ability to work, but also have values that are consistent with the company. The personality traits required include leadership, interpersonal skills, communication skills, innovation, integrity, commitment, and the ability to win customer trust. Currently, the company is implementing the succession plan. The former chairman, Liu, has stepped down as vice chairman to assist the new chairman, Chang, Tai-Yuan. Chang, Tai-Yuan will continue to serve as general manager for a short period of time. Within five years, one of the five current vice presidents and assistants will be selected to succeed the general manager position, depending on the company's development needs.

The training model for successors to senior management positions in the Jarlly Group is divided into four modules: management skills, professional skills, personal development plan, and job rotation. Each module is planned to take approximately 1-1.5 years. Through professional skills training, trainees can integrate and apply their knowledge and skills to develop decision-making judgment. The Jarlly culture is to give priority to giving opportunities to internal employees who are prepared, unless there is still no suitable candidate at that time, in which case the company will look for a suitable professional manager.

Committee

Remuneration Committee

To ensure a sound remuneration system for the company's directors, supervisors, and managers, the company has established a remuneration committee in accordance with the Regulations Governing the Establishment and Exercise of Powers of Remuneration Committees of Companies Listed on the Stock Exchange or Traded in Securities Trading Places. The company's remuneration committee was established on December 27, 2001, with three members. The committee meets at least twice a year. The members are appointed by the board of directors, and one of the members is elected by the members to serve as the convener. The convener represents the committee to the outside world. The term of office of the members of the committee is the same as that of the board of directors that appointed them. The committee shall faithfully perform the following powers with the care of a prudent manager and submit the suggestions to the board of directors for discussion.

1.Regularly review this regulation and propose amendments.

2.Establish and regularly review the company's annual and long-term performance goals and remuneration policies, systems, standards, and structures for directors and managers.
Regularly assess the company's directors' and managers' performance goal achievement and set their remuneration.

Remuneration Committee term: June 18,2024~July 17,2027

For information on Compensation Committee meetings, please refer to: http://mops.twse.com.tw/mops/web/t100sb03_1

Audit Committee

To strengthen the company's corporate governance, the company has established an audit committee to replace the supervisory board in accordance with the provisions of Article 14-4 of the Securities Transaction Act. The committee has four members and meets at least once a quarter.。

The committee is composed of all independent directors. The members elect one of their members to serve as the convener.
The term of office for independent directors of the committee is three years, and they may be re-elected.
The committee's responsibilities are as follows:

1. To establish or amend the internal control system in accordance with Article 14-1 of the Securities Transaction Act.

2. To evaluate the effectiveness of the internal control system.

3. To establish or amend the procedures for handling major financial transactions, such as the acquisition or disposal of assets, derivative transactions, lending to others, and providing guarantees for others, in accordance with Article 36-1 of the Securities Transaction Act.

4. Matters involving the interests of directors themselves.

5. Major asset or derivative transactions.

6. Major loans, endorsements, or guarantees.

7. The issuance or private placement of securities with equity characteristics.

8. The appointment, dismissal, or remuneration of certified public accountants.

9. The appointment or dismissal of financial, accounting, or internal audit managers.

10. The first, second, and third quarter financial reports and annual financial reports.

11. Other major matters as prescribed by the company or regulatory authorities.

The company's audit committee was established on June 21, 2018, with four members. The term of office for the current committee members is June 18, 2024 to June 17, 2027.

Internal Audit

• The appointment or dismissal of the company's internal audit manager is handled in accordance with the Securities Transaction Act. The appointment, evaluation, and remuneration of internal audit personnel are handled in accordance with the provisions of the "Employee Recruitment and Appointment Procedures" and the "Termination Management Regulations." Evaluations are conducted twice a year. The above appointments, evaluations, and remuneration are submitted to the chairman for approval in accordance with the approval process.
• The company's audit department is an independent unit that is subordinate to the board of directors. It is responsible for the inspection and evaluation of the company's internal control, in order to promote the company's operating performance.
• The company's audit department has one internal audit manager. In addition to meeting the qualifications required by the Securities and Futures Commission, the internal audit manager also continues to take professional courses related to internal audit every year. The list of internal audit personnel is submitted to the Taiwan Stock Exchange Corporation (TWSE) by the end of January every year.
• The company has established the company's internal control system in accordance with the "Processing Guidelines for the Establishment of Internal Control Systems for Publicly Listed Companies" issued by the Securities and Futures Commission. This system serves as the basis for the implementation of internal auditing. The audit department annually establishes an annual audit plan to inspect and evaluate the implementation of internal control and provide timely improvement suggestions to ensure that the internal control system is continuously and effectively implemented. The annual audit plan and the implementation of the audit plan have been submitted to the TWSE in accordance with regulations.

Summary of Communication Between Independent Directors and Internal Audit Chief:

Integrity management/sustainable development

Information Security Policy

Information Security is Everyone's Responsibility

• To ensure the lawful access of the company's information, and to provide complete and uninterrupted operation of the information system in the event of external intrusion.
• To resume normal operation as quickly as possible after taking necessary and prompt measures in the event of an accident, in order to minimize the damage that the accident may cause.

Information Security Management Policy：

• Establish an information security implementation system.
• Prevent improper behavior.
• Protect customer information.
• Prohibit improper acquisition of information.
• Promote and implement information security policy.
• Conduct regular inspections and improvements.
• Prohibit the incorrect use of information.
• Comply with laws and regulations.

Company Regulations