Corporate Governance

Corporate Governance Officer

At the Board of Directors meeting held on July 2, 2025, the Company approved the appointment of Ms. Jean Liu, General Manager, as the Group’s Corporate Governance Officer. Ms. Liu has previously served as the Company’s Corporate Governance Officer for over four years.

The main duties of the Corporate Governance Executive include at least:

• Handling matters relating to the Board of Directors and the shareholders' meeting in accordance with the law.
• Making reports of the board of directors and shareholders' meetings.
• Assisting the directors in taking up their posts and further education.
• Providing the information required for the directors to perform their business.
• Assisting the directors in complying with the laws and regulations.
• Report to the board of directors the review results of whether the qualifications of independent directors at the time of nomination, election and their term of office comply with relevant laws and regulations.
• Handle matters related to the changes of director.
• Other matters formulated in accordance with the articles of association or agreements

The business implementation of year 2025 was as follows:

• Provide directors with information that required by their duty performances.
• Arrange director training (In 2025, all directors and independent directors of Dynamic have completed the training hours in accordance with the standards.)
• To draw up the agenda for the board of directors, inform the directors seven days in advance, convene the meeting and provide information for the meeting. Any issue concerns director’s interests that required a particular director to avoid should be reminded beforehand and complete the meeting minutes of the board of directors within 20 days after the meeting.
• Assist the board of directors and shareholders in the proceedings and compliance matters.
• Responsible for reviewing material information announcement of important resolutions of the board of directors after the meeting, ensuring law conformity and correctness of the content of the material information.
• The date of the shareholders' meeting shall be registered beforehand according to the law, the meeting notice, the proceedings handbook, and the journal shall be made during the statutory period, and the change of registration of the company shall be carried out along with the amendment to the articles or the re-election of the directors.
• Handle the annual performance evaluation of the board of directors and its members.
• Responsible for corporate information disclosure.
• Continuous training. (Complete 18 hours of training in 2025.)

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 operations and arrangements of its corporate governance system should ensure that the board of directors exercises its powers in accordance with laws, regulations of the company's articles of association, or resolutions of the shareholders' meeting.


Board of Directors Evolution On May 20, 2022, Dynamic Electronics held a general meeting of shareholders, and passed its establishment of the new company "Dynamic Holdings Co., Ltd." through the manner of share swap and became a 100% subsidiary of Dynamic Holding. Pursuant to Article 29 of the Business Mergers and Acquisitions Act, the shareholder meeting was deemed to be a newly established promoters' meeting of Dynamic Holding, so that shareholders of Dynamic Electronics could discuss and decide the Articles of Association of Dynamic Holding as promoters, and at the same time the directors and supervisors of Dynamic Holding were elected.

On August 25, 2022, Dynamic Holding obtained the approval of the Ministry of Economic Affairs for company establishment registration.

On May 18, 2023, Dynamic Holding conducted a full re-election of its board of directors, electing three directors and four independent directors. The expertise of the directors spans various areas, including strategy, operations, risk, finance, technology, finance, law, and corporate governance, with one female independent director among them. On November 4, 2024, two corporate directors replaced their representatives with female, bringing the number of female directors to three, representing more than one-third of the board seats. Dynamic aims to lead the group toward sustainable corporate development with a more professional, independent, and diversified board structure.

Board of Directors Objectives and Achievements 2024 Board Objective: Increase the number of female directors and strengthen the presence of directors with expertise in ESG and advanced technologies.
Achievement: The number of female directors increased from one to three, making up more than one-third of the board seats. Additionally, the newly appointed directors have a strong passion and mission for corporate sustainability.
2025 Board Objective: Elect an independent director with expertise in smart manufacturing and information/network security.

Achievement: On May 22, 2025, Mr. Vincent Lin was elected as an independent director, possessing expertise in smart manufacturing and information/network security.

2026 Board Objective:
1. Reduce the proportion of corporate directors to enhance the board’s independence and accountability, mitigate potential conflicts of interest, and optimize the corporate governance structure.
2. Conduct a full board re-election to continuously strengthen the diversity and balance of board members, covering different professional backgrounds (e.g., legal, accounting, and industry expertise), gender, age, professional skills, and industry experience, thereby building a complementary board composition to improve governance quality and decision-making effectiveness.

Board of Directors

• Chairman: Mr. Ken Huang
• Representative of Hung Li Investment Co., Ltd.: Ms. Tiffany Tsan, Head of Hung Li Investment Co., Ltd.
• Representative of Chien Hung Investment Co., Ltd.: Ms. Kelly Liu, Manager of Corporate System Integration Development Department, Dynamic Electronics Co., Ltd.

Independent Directors

• Mr. Yi-Chia Chiu, Professor, Institute of Technology Management and Intellectual Property, College of Business, National Chengchi University
• Mr. Vincent Weng, Chairman of the Remuneration Committee of Dynamic Holding Co., Ltd.
• Ms. Cheryl Chien, LST&C Legal Lawyer
• Mr. Vincent Lin, Consultant of Brilliant Silicon Ltd

Profile of the Directors

Profile of Independent Directors

Board Type - ONE-TIER SYSTEM

Implementation of Diversified Members of the Board

The Company's Code of Corporate Governance Practices article 20 indicates that the composition of the board of directors shall be diversified. one should also formulate an appropriate diversification policy for his/her own function, operational style and development needs, including but not limited to the following two standards:
1. Basic conditions 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.

The board members should generally possess the necessary knowledge, skills and literacy to perform their duties. In order to achieve the ideal goal of corporate governance, the overall ability of the board of directors should be as follows:
1. Good judgement in operations.
2. Accounting and financial analysis capabilities.
3. Business management capabilities.
4. Crisis handling abilities.
5. Industrial knowledge.
6. Vision to international market.
7. Leadership.
8. Decision-making ability.

Dynamic Board Diversity Policy:
1. Basic conditions and values, such as diversity in gender, age, race, ethnicity, nationality or culture.
2. Diversification of professional knowledge, professional skills and industrial experience.

Specific Management Goals and Achievements of Dynamic Diversification Policy 1. Board Re-election in 2023:
Dynamic Holding was established on August 25, 2022. On May 18, 2023, a full board re-election was conducted, resulting in the selection of three directors and four independent directors. The directors' expertise spans areas such as strategy, operations, risk management, finance, technology, banking, law, and corporate governance. The board also included one female independent director.
2. 2024 Targets and Achievements:
The number of female directors increased from one to three, accounting for more than one-third of the Board seats. Newly appointed directors demonstrate strong commitment and a sense of mission toward corporate sustainability. Further enhancement is needed in the appointment of independent directors with expertise in AI and advanced technologies.
3. 2025 Targets and Achievements:
An independent director with expertise in smart manufacturing and information / cybersecurity was appointed through a by-election, which was completed on May 22, 2025.
4. 2026 Targets:
1. Reduce the proportion of corporate representative directors to enhance Board independence and individual director accountability, mitigate conflict-of-interest risks, and optimize the Company’s corporate governance framework.
2. Conduct a full Board re-election to further strengthen the diversity and balance of Board composition, encompassing a broad range of professional backgrounds (such as legal, accounting, and industry expertise), gender, age, professional skills, and industry experience, thereby building a complementary Board structure to enhance governance quality and decision-making effectiveness.

Attendance of Directors at the board of directors in 2025

Second Term of the Board of Directors
Term Duration: May 18, 2023, to May 17, 2026.
From January 1, 2025, to December 31, 2025, a total of fourteen board meetings were held.
The attendance of directors is detailed as follows:

Note:
1. The minimum attendance percentage required by the company is 80%.
2. Independent Director Vincent Lin was elected and took office on May 22, 2025.

Performance appraisal indicators for directors and executive managers

CEO Compensation – Long-Term Performance Alignment
The bonuses for the company's senior executives (including the CEO/President) are paid in four quarters in the following year. If a certain percentage of bonuses is paid out in shares, it will be paid out in trust form over three years.

Executive Shareholding Requirements
Starting in 2023, Dynamic established regulations on shareholding requirements for managers. The required shareholding value is set as a multiple of the annual base salary: six times for the General Manager and one time for other managers combined. Managers are required to meet the shareholding target within five years of their appointment.
Calculation Formula:
(Year-end stock price × Manager's shareholding) ÷ Manager's base salary
Achievement in 2024:
Both the General Manager and all other managers successfully met the shareholding targets.

General Manager-to-Employee Pay Ratio
In 2024, the General Manager's total compensation was approximately NT$3,840,000.
● TThe ratio of the General Manager's compensation to the median annual salary of all employees (excluding the General Manager), which was NT$714,429, was approximately 5.38:1.
● The ratio to the average annual salary of all employees, which was NT$1,022,826, was approximately 3.75:1.

Performance Assessment of the Board of Directors and its Members

The communication between Independent director, CPA and Internal Audit Officer of Dynamic Holding

Internal audit

I. Internal audit organization:

1. Establish an internal audit unit: under the board of directors
2. Appoint designated audit personnel: 2 people
3. The appointment and dismissal of the company's internal audit supervisors shall be approved by the Audit Committee and a resolution of the Board of Director; the appointment, dismissal, assessment, and compensation of the internal auditors shall be signed by the audit supervisor and submitted to the Chairman for approval (Refer to Article 3 of Corporate Governance Best Practice).

II. Internal audit operation:

1. The objective for implementation of internal audit is to assist the board of directors and managers in examining and reviewing defects in internal control systems and the results and efficiency of balanced management, and provide appropriate improvement recommendations. This ensures that the internal control system can continuously and effectively be implemented, and can be used as a basis to review and correct the internal control system.
2. Audit work shall be processed based on Regulations Governing Establishment of Internal Control Systems by Public Companies and Financial Supervisory Commission (Executive Yuan) announced regulations.
3. Internal audit work procedure:

1. Draft the audit plan for the next year for this company and subsidiary companies prior to the end of December each year based on risk evaluation results. The drafted plan shall be submitted to the Audit Committee and board of directors. The scope of audit items shall cover important control work. The same process goes for any revisions.
2. Implement audit work according to plan and submit the Internal Audit Report and Monthly Internal Audit Summary.
3. Produce an Abnormal Item Improvement Recommendation and Contact List for internal control defects and abnormalities discovered in audit reports. Notify the audited department to conduct defect improvements.
4. After the Internal Audit Report, Monthly Internal Audit Summary, and Abnormal Item Improvement Recommendation and Contact List has been submitted, the documents shall be given to each Audit Committee member for review before the end of the month following the date that the audit items are due to be completed. If major violations are discovered or the company might potentially sustain severe damage, these items shall be immediately reported and each Audit Committee member notified.
5. Each unit and subsidiary company’s internal control system self-evaluation results shall be reviewed, compiled, and analyzed prior to the end of March each year. The results shall be made into an Internal Audit Self-Evaluation Report and submitted to the management. The report shall be made into an Internal Control System Statement and submitted to the Audit Committee and board of directors.
6. Internal audit reporting:
   1. Prior to the end of December each year: the audit plan for the following year (passed by the board of directors)
   2. Prior to the end of January each year: register internal audit personnel
   3. Prior to the end of February each year: actual audit plan implementation status for the previous year.
   4. Prior to the end of March each year: Internal Control System Statement (passed by the board of directors)
   5. Prior to the end of May each year: improvement status for internal control system defects and abnormalities discovered in previous year’s internal audit.
7. Audit supervisor shall report audit work to attending directors according to regulations.