Diversity of Board Members

GeneFerm upholds the board of directors' diversity. One of the concepts is the directors who are also managers of the company cannot exceed one-third of the number of directors. Appropriate diversification policies should be formulated according to the company's operation and development, including but not limited to the following two general standards:
1. Basic conditions and values: gender, age, nationality, and culture, etc.
2. Professional knowledge and skills: background, skills and related experience, etc.
In addition to having essential knowledge, skills and self-cultivation to perform duties, and to comply with the ideal goal of corporate governance, the board members should possess the following abilities: (1) operational judgment (2) accounting and financial analyst skills (3) operations management (4) crisis management (5) industry knowledge (6) international market philosophy (7) leadership and (8) decision-making skills and other diverse professional backgrounds.
The current board of directors of the company has 10 directors (including 4 independent directors), and the number of directors includes 2 female directors and 8 male directors.
In order to implement gender equality in the composition of the board members, the company intends to include at least one female member. Currently, the proportion of independent directors among board members is 40%, and the proportion of female directors is 20%. Regarding the ability to perform duties, who are practicing accountants and practicing lawyers. Other directors have many years of experience in industrial professional competence, management and decision-making, financial accounting experience, etc., with considerable international vision, leadership, and crisis management capabilities. The composition of the current board members of the company has gradually implemented the diversification goal.
Please refer to the resumes of the current directors and the list of the implementation of diversity in the board of directors.

Specific management goals and achievement status of the board member diversity policy:

Management Goals	Achievement Status
The number of directors who concurrently serve as company managers should not exceed one-third of the total number of directors	Achieved
At least one female board member	Achieved

Board of directors’ performance evaluation

On May 6, 2020, the company's board of directors passed the "Board of directors’ Performance Evaluation Method". Among them, the performance evaluation of the external board of directors should be performed by an external professional independent agency or an external experts team at least once every three years. In 2022, the company entrusted Taiwan Institute of Ethical Business and Forensics to complete the 2022 annual board performance evaluation. The evaluation methods, standards and results are detailed in the board of directors’ performance evaluation summary report.

The company has an audit committee composed of all independent directors. The audit committee is responsible for assisting the board of directors in performing supervisory duties and exercising securities and exchange act, corporate law and authority stipulated by other laws and regulations. The audit committee should communicate with the company's visa accountant and review the appointment, independence and performance of the certified accountant regularly. At the same time, the company's internal auditors will submit audit summary reports regularly to the audit committee based on the annual audit plan, and the audit committee will evaluate the company internal control system, internal auditors and their work periodically.

Member professional qualifications and experience

Member	Professional qualifications and experience
Independent director Fang-Tsai Chiu	Fang-Tsai Chiu graduated from National Cheng Kung University with an in-service master’s degree in the department of finance and are certified as professional accountant in the Republic of China (Taiwan). He is the convener of the company's audit committee and a member of the remuneration committee, incumbent director of Qing Xin accounting firm, independent director of Ying Han Technology Co., Ltd., Macauto Industrial Co., Ltd. and Spec Products Corp., with more than five years of working experience in business, finance, and accounting, assisting the company in professional accounting consulting.
Independent director Tsung-Min Chen	Graduated from National Tsing Hua University with a master's degree in chemical engineering, Tsung-Min Chen is a member of audit committee and remuneration committee of the company. Currently, he is the special assistant to the general manager office of Taiju Group. He once served as the general manager of Chimei Materials Technology Co., Ltd. and the associate manager of the R&D and Technology Center of Linyuan Advanced Materials Technology Co., Ltd., and possesses more than five years of commercial affairs, and industrial-related working experience.
Independent director Yu-Chi Huang	Graduated from National Taipei University with a bachelor's degree in financial and economic law. He has a professional lawyer qualification in the Republic of China. He is the convener of the company's salary and remuneration committee and a member of the audit committee. He is currently a senior lawyer at Yucheng Law Firm (Tainan) and an independent lawyer at Peibo Steel (Co., Ltd.) Directors, with more than five years of work experience required in business, legal affairs and corporate affairs, to assist in professional legal consultation for the company.
Independent director Hsiao-Ping Hung	Graduated from the Accounting Department of the School of Management of National Cheng Kung University, and has the professional accountant certificate of the Republic of China. He is a member of the Audit Committee and the Salary and Remuneration Committee of the company. He is currently a practicing accountant of Ping Heng Accounting Firm and a director of Wu's Plastics (Co., Ltd.), with more than five years of experience Required work experience in business, finance, accounting and corporate business, and assist in corporate accounting professional consulting.

The 2024 communication between independent directors, internal audit and accountant

Date	Attendees	Communicate matters	Result
2024.11.07 Post Audit Committee Discussion	◎ Tsung-Min Chen (Independent director) ◎ Fang-Tsai Chiu (Independent director) ◎ Yu-Chi Huang (Independent director) ◎ Hsiao-Ping Hung (Independent director) ◎ Hui-Yu Hsu (Accountant) ◎ Yu-Ting Chiu (Internal audit supervisor)	◎ Report on the audit objectives, scope, procedures and other matters of the 2024 annual financial report ◎ Situation of company internal control operation	All the independent directors have no objection

2024 communication matters

Meeting date (period)	Communicate matters with the internal audit supervisor	Communication matters with visa accountants
2024.03.07 (2024 1st regular meeting)	◎ Review internal audit report ◎ Review the 2023 internal audit declaration	◎ Discuss the review of 2023 individual financial reports and consolidated financial reports
2024.05.09 (2024 2nd regular meeting)	◎ Review internal audit report
2024.08.08 (2024 3rd regular meeting)	◎ Review internal audit report
2024.11.07 (2024 4th regular meeting)	◎ Review internal audit report ◎ Review the 2025 internal audit project ◎ Review and revise relevant procedures of the internal control system	◎ Discuss the review of the financial report in the third quarter of 2024

Result: The above matters have been reviewed or approved by the audit committee, and independent directors have no objections.

Attendance of remuneration committee members：

There are 4 members of the company's Remuneration Committee, all of whom are independent directors.
In 2024, the remuneration Committee met 2 times, the attendance of 3 independent directors is as follows：

Job title	Name	Actual attendance	Delegate attendance	Actual attendance rate(%)
Convener	Shih-Hsun Lin	2	-	100%
Committee member	Tsung-Min Chen	2	-	100%
Committee member	Fang-Tsai Chiu	2	-	100%

Duty of remuneration committee：

The members of this committee should faithfully perform the following functions and powers with the attention as managers, and be responsible to the board of directors, and submit their suggestions to the board of directors for discussion:

Formulate and regularly review the company’s directors and managers’ performance appraisal standards, annual and long-term performance targets and remuneration policies, systems, standards and structures.

Regularly evaluate the achievement of the performance goals of the directors and managers of the company, and determine the content and amount of their individual remuneration based on the evaluation results obtained from the performance evaluation standards.

Discussions and result of the 2024 Remuneration Committee:

Meeting date	Proposal content	Resolution result
2024.03.07 2024 1st regular meeting	◎ 2023 Manager performance appraisal case ◎ 2023 Remuneration distribution for directors and employees	After the chairman consulted all the members present, the proposal was passed without objection
2024.05.09 2024 2nd regular meeting	◎ 2023 Remuneration distribution for directors ◎ 2023 Remuneration Distribution for Managers and Employees	After the chairman consulted all the members present, the proposal was passed without objection

Internal audit organization

The company’s audit office is an independent unit, directly under the board of directors, and in accordance with the company’s size, business conditions, management needs and other relevant laws and regulations, it should allocate competent and appropriate number of full-time internal auditors, and should set up a position agent to be responsible for the effectiveness and completeness of the implementation of the company’s internal control system, and to conduct continuous and ad hoc supervision and inspection; in addition to regularly reporting the audit business to the audit committee, the internal audit supervisor also sits on the board of directors and reports on the implementation of internal audits.
The basic information, academic qualifications, experience and training of internal auditors are reported to the committee for future reference by the Internet information system before the end of January each year in accordance with the regulations of the FSC.
The appointment and removal of the head of internal audit is approved by the audit committee and a resolution of the board of directors; the appointment, removal, evaluation, and salary of the internal audit personnel are reviewed by the head of audit and submitted to the chairman of the board for approval.

Internal audit operation

The audit work is mainly implemented in accordance with the audit plan approved by the board of directors. The audit plan is drawn up based on the identified risks. In addition, project audits or reviews are performed as necessary to provide the operating status of the internal control functions of the management and provide timely information Know the existing or potential missing channels; regularly report the audit work to the audit committee and the board of directors; regularly track the improvement of internal deficiencies and abnormal matters found in the internal audit.

Implement corporate governance

The company has formulated a corporate governance code of practice under the "Code of Practice for Corporate Governance for Listed Companies", and has established an audit committee and a compensation committee under the authorization of the board of directors to assist the board of directors in performing their supervisory duties. These two committees are entirely composed of four independent directors. The company will follow laws and regulations, improve operational transparency, implement corporate governance, and further protect the rights and interests of investors and other interested parties.

Pursue quality and safety

GeneFerm adheres to the concept of "Good quality, advanced technology, cleanliness, product safety, and customer satisfaction", and makes the strictest quality control for each product, establishes a customer-oriented management system and business philosophy, and upholds integrity, professionalism, and innovation. Create a wholesome life for people, provide a trustworthy health commitment, and achieve the goal of sustainable business.

Environment-friendly and sustainable operation

Our company actively cooperates with the authorities to promote various environmental protection policies, gradually replaces and renews old equipment to effectively reduce pollution emissions, promotes energy-saving and carbon-reduction concepts, waste reduction, and resource recycling and classification measures to colleagues, and work together actively towards a low-carbon economy and society.

Human-oriented principle and healthy workplace

GeneFerm adheres to the human-oriented principle, focuses on employee relations, treats employees as family members, cares for employees, provides employees with a safe and healthy working environment. Also, GeneFerm plans diversified training courses and encourages employees to learn by themselves, so that employees can work steadily and stably growing up.

Social participation

GeneFerm is devoted to helping and caring for the disadvantaged groups. In 2023 GeneFerm has devoted a total of 589,500 NTD in social welfare donations, including social welfare organizations (such as Huashan Social Welfare Foundation, BOYO Social Welfare Foundation, Hondao Senior Citizen’s Welfare Foundation,Child Welfare League Foundation, Love Life Culture and Education Foundation, etc.), special education institute (such as Luway Opportunity Center, Private Hongjia Qineng Refuge Center etc.), and grants for local elementary schools. The company rewards and subsidizes students from poor families, and hopes to help others in need, show love and help people in need, implement the concept of planting good deeds, and create a win-win situation of self-interest and altruism so that we can live in the society more beautiful and peaceful.

Employee welfare measures

The company formulates a reasonable remuneration policy based on Labor Standards Act. The monthly salary is based on employee's past experience, professional skills and the applied position. Bonus is given according to the employee's work performance, and the year-end bonus is given according to the company's performance and the employee's personal performance. The Staff Performance Assessment Measures is established and conducted. According to Article 25 of the company articles of association, if the company makes profits in the current year, it should allocate 3% to 6% to employee's remuneration. Company's performance or achievements are properly reflected in employee repayment. Annual gifts (cash) for the lunar new year, Dragon Boat Festival, and Mid-Autumn Festival. Offers employee travel, labor and health insurance, and group insurance, provides relative employee compensation according to the company’s operating results and the provisions of the articles of association. Also include wedding gifts, birth gifts, and funeral consolation money. Hospital condolences, public injury and sick leave, emergency relief, retirement gifts, year-end lottery, distribution of health food, etc.
The company values diversity and equality in the workplace. The ratio of female employees in 2023 was 37.8%, and the ratio of females which are supervisor or positions above was 5.3%.

Employee safety and working environment

The company has set up a "Safety and Hygiene Work Code" to prevent occupational disasters, ensure labor safety and health, regularly inspect and maintain the safety and health of the work environment.
The company provides the work terms to employees for safety and health are as follows: raise employee health check annually; schedule safety and health training courses annually; insuring employees with an accident and medical insurance; formulate disaster emergency response measures; held fire drills every six months; set up personnel in charge of labor safety and health services; occupational safety and health management personnel; formulate "Sexual Harassment Prevention Complaint Measures" to provide complaint channels and maintain order in the work environment; maintain of machinery and equipment every month; disinfect the environment of the plant quarterly, monthly consultation service in factory by medical personnel and etc.
Our company has developed a regional safety division plan based on practical experience to promote occupational safety ethical principles and best practices among employees. The goal is to provide a safer work environment for all colleagues. Additionally, the company will extract news about accidents and create announcements, which will be posted on the factory bulletin board to raise awareness among employees. In internal training, we arrange courses on workplace harassment recognition and prevention, common musculoskeletal issues, proper lifting posture to prevent and relieve lower limb strain, safety education for confined spaces and oxygen-deficient work environments, electrical hazard prevention and fire response training, prevention of stalking and harassment laws, noise prevention and hazard awareness, cleaning and chemical safety education, health management training, cleaning, disinfection, and chemical management (including CIP preparation), earthquake and fire drills, and labor safety and health education training. In 2023, a total of 1,029 hours of occupational safety and environmental safety courses were conducted, with 469 participants. In 2024, our company has not experienced any fires and, in accordance with fire regulations, conducts annual fire safety inspections and reports them. The company has designated a fire safety manager and submitted a fire protection plan. Every year, the company implements two rounds of fire prevention, disaster education training, and evacuation drills, following the plan to ensure effective fire safety management.
The company values the safety and health of all workers, and employee physical examination has been carried out regularly. During 2023, we invested NTD 118,850 in employees’ health check, covering a total of 247 staffs. The results of employee physical exam report in 2023 are analyzed, with abnormal cases being tracked and managed. Due to the characteristics of the industry, there are workplaces with high noise level that may present a risk of personnel’s hearing damage. In order to ensure the workers’ safety and health, relevant preventive measures such as environmental noise reduction, wearing of earplugs and earmuffs, special health check for personnel working in high noise area, hearing protection plan development, and regular hearing protection dissemination are executed. In addition, if personnel meet the standard of extended working hours during night period, they will be subject to the long-term night shift labor health check in accordance with the regulations of the Ministry of Labor to manage their health. The cost of the health check will be borne by the employer.
Due to the importance of regulations and the company’s value towards employees’ health, we have hired contract professional medical staff since 2020 to provide medical services and health consultations in factory, implementing labor health protection and occupational injury prevention. In 2023, a total of 76 medical personnel had carried out the consultation service in factory with a duration of 152 hours in total. With the help of professional medical care and extensive service items, employees are able to maintain physical and mental health, companies could prevent work accident, and a healthy workplace is to be expected through the collaboration.

Retirement system and implementation

In accordance with the Labor Standards Act of the Republic of China, our company has established a defined benefit retirement plan, which applies to the service years of all regular employees prior to the implementation of the Labor Pension Act on July 1, 2005, as well as to employees who choose to continue to apply the Labor Standards Act after the implementation of the Labor Pension Act. For employees who meet the retirement conditions, the pension is calculated based on service years and the average salary for the six months prior to retirement. For service years up to 15 years (inclusive), employees receive 2 base units for each full year of service; for service years exceeding 15 years, employees receive 1 base unit for each additional full year. However, the total base units are capped at 45. The company contributes 2% of the total salary each month to the retirement fund, which is deposited in a special account under the name of the Labor Pension Supervisory Committee at the Bank of Taiwan. Additionally, before the end of each year, the company estimates the balance in the aforementioned labor retirement fund account. If the balance is insufficient to cover the estimated retirement payments for employees who meet the retirement conditions in the next year, the company will contribute the difference by the end of March of the following year.
Since July 1, 2005, in accordance with the Labor Pension Act of the Republic of China, our company has established a defined contribution retirement plan that applies to employees of Taiwanese nationality. For employees who choose to apply the Labor Pension Act, the company contributes 6% of their monthly salary to the employee’s individual pension account with the Labor Bureau. The payment of the employee's pension is based on the amount accumulated in the individual pension account and its earnings, and can be withdrawn as either a monthly pension or a lump sum payment, to ensure employees' financial security after retirement. In the fiscal year 2023, our company and its subsidiaries contributed a total of NT$7,354,000 to the employee pension fund.

Advanced education and trainings

Our company places great emphasis on employee continuing education and skills training. We encourage employees to actively participate in various internal and external training programs and provide subsidies for related training expenses. For specialized training such as hazardous work supervisor re-training, fire safety manager re-training, first aid personnel re-training, safety and health on-the-job training for boiler and first-class pressure vessel operators, occupational safety and health management personnel training, and occupational safety and health awareness seminars, we strictly follow government regulations and commission government-approved training organizations to conduct professional training and issue qualified certificates. This is aimed at enhancing the overall quality of employees and strengthening the company’s competitiveness.

Status of labor-management agreements and various employee rights protection measures

Our company values employee feedback and encourages communication through established channels, ensuring that employee suggestions are heard and considered. Additionally, we convene various work meetings as needed to address issues related to work assignments, manpower, scheduling, and other matters, allowing employees to stay informed about company policies and fostering a sense of unity. Labor and management discuss and negotiate labor welfare matters, such as shift work hours, during labor-management meetings, and once a consensus is reached, it is implemented. This approach has helped maintain a harmonious labor-management relationship, and since the establishment of the company, there have been no significant disputes or issues requiring further negotiation.

The company supports an open and transparent culture of integrity and morality, and encourages employees and external personnel to report any behavior that does not comply with laws and regulations or the company's relevant policies through relevant reporting channels, and allows anonymous reporting. The responsible units with clear reporting procedure, including specified grievance channel, rewards system and possess "Integrity Management Operation Procedures and Behavior Guidelines" and "Employee Grievance Handling Measures" are listed as follows:

All reports and complaints should be reported to the general manager for approval, and can only be closed after being approved.