Operation of the Board of Directors

Board Responsibilities

According to Article 12 of the Company's Board Meeting Rules, the following matters should be submitted for discussion by the Board of Directors:

The Company's operational plans.
Annual financial reports and semi-annual financial reports. However, semi-annual financial reports that are not required by law to be audited by accountants are exempted.
Formulation or amendment of internal control systems and evaluation of their effectiveness in accordance with Article 14-1 of the Securities and Exchange Act (hereinafter referred to as the "SEA").
Formulation or amendment of procedures for major financial transactions such as acquisition or disposal of assets, engaging in derivative transactions, lending funds to others, endorsing for others, or providing guarantees, pursuant to Article 36-1 of the SEA.
Issuance, public offering, or private placement of equity-type securities.
Election or removal of the Chairman where the Board does not have an executive director.
Appointment or dismissal of the heads of finance, accounting, or internal audit.
Donations to related parties or significant donations to non-related parties. Donations for emergency relief due to major natural disasters may be ratified at the next Board meeting.
Matters that, according to Article 14-3 of the SEA, other laws or regulations, or the Company's Articles of Incorporation, must be resolved by the shareholders' meeting or the Board of Directors, or major matters required by competent authorities.

Board Diversity

To strengthen corporate governance and promote a sound composition and structure of the Board, the Company advocates and respects a board diversity policy. According to Article 20 of the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies," the diversity policy includes, but is not limited to, basic attributes and values (e.g., gender, age, nationality, and culture) and professional knowledge and skills (e.g., professional background, expertise, and industry experience). The Company follows these diversity principles, as stipulated in Article 20 of the "Corporate Governance Best Practice Principles" and Article 3 of the "Director Election Procedures," stating that board composition should consider diversity. Directors concurrently serving as company managers should not exceed one-third of the board, and the diversity policy should be tailored to the Company's operation, business type, and development needs, including but not limited to the following two aspects:

A. Basic attributes and values: gender, age, nationality, culture, etc., with female directors accounting for at least one-third of the board seats.

B. Professional knowledge and skills: professional background (e.g., law, accounting, industry, finance, marketing, or technology), expertise, and industry experience.

Board members should generally possess the necessary knowledge, skills, and qualities to perform their duties. To achieve ideal corporate governance, the Board should collectively have the following capabilities:

A. Operational judgment ability.

B. Accounting and financial analysis ability.

C. Management ability.

D. Crisis management ability.

E. Industry knowledge.

F. International market perspective.

G. Leadership ability.

H. Decision-making ability.

The Company's board members come from diverse academic and industrial backgrounds, possessing cross-industry academic and practical management experience. This diversity and complementary expertise strengthen corporate governance, promote a sound board structure, enhance overall performance, achieve corporate governance objectives, protect shareholder rights, strengthen board functions, utilize functional committees, respect stakeholder interests, and improve information transparency.

Board Independence

All current board members meet the requirements of Article 26-3, Paragraphs 3 and 4 of the Securities and Exchange Act: more than half of the board members (including four independent directors) have no spouse or relatives within the second degree of kinship.
All independent directors comply with the qualifications, disqualifications, and independence standards of the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies."
Among the seven board members, four are independent directors, accounting for 57.14% of the total board, reflecting the Board's independence.

Board Members

List of 11th Board Members (Term: 2023/05/25 ~ 2026/05/24)

Title	Name	Gender Age	Nationality or Registered Place	Major Education/Experience	Current Concurrent Positions in This and Other Companies
Title	Name	Gender Age	Nationality or Registered Place	Major Education/Experience	Current Concurrent Positions in This and Other Companies	Chairman	Tung Da Fa Asset Management Co., Ltd.	-	Republic of China (Taiwan)	-	-
Representative: Hsu Kuo-Chi (Note 2)	Male 65–70	Republic of China (Taiwan)	National Kaohsiung University, Master of International Senior Management Chung Chou Institute of Technology, Bachelor's in International Trade	CEO of the Company Corporate Board Representative of the Company Chairman, Vietnam Puhui Medical Craft Co., Ltd. Chairman, Taiwan Puhui Medical Craft Co., Ltd., Vietnam Chairman, Tung Da Fa Asset Management Co., Ltd. Corporate Board Representative, KaoDaTech Co., Ltd. Chairman, DaPu Investment Co., Ltd.		Chairman
Vice Chairman Chairperson	Kao Da Technology Co., Ltd.	-	Republic of China (Taiwan)	-	-
Vice Chairman Chairperson	Representative: Chen Bo-Zhen	Male 35–40	Republic of China (Taiwan)	Bachelor’s in Finance, National Yunlin University of Science and Technology Corporate Director Representative, Puhui Medical Co., Ltd. Owner, Pin Tai Ji Co., Ltd.	Owner, Pin Tai Ji Co., Ltd.
Director	Yidai Fu International Co., Ltd. (Note 3)	-	Republic of China (Taiwan)	-	-
	Representative: Xiao Qing-Zu (Note 4)	Male 65–70	Republic of China (Taiwan)	Electronic Department, Chienkuo Technology University Staff, Taiwan Power Company Business Unit	-
	Representative: Huang Long-Hu (Note 4)	Male 60–65	Republic of China (Taiwan)	EMBA, Feng Chia University; Operations Manager, Asia Renal Care Taiwan Branch	Supervisor, Yidai Fu International Co., Ltd.
Director	Zhuang Zheng-Guo (Note 5)	Male 65–70	Republic of China (Taiwan)	Industrial Management, United University Executive MBA, Changhua University of Education Doctoral Candidate, Management Program, Changhua University of Education General Manager, Puhui Medical Co., Ltd.	-
Independent Director	Hsu Zhi-Cheng	Male 55–60	Republic of China (Taiwan)	Bachelor of Computer Science, National Taiwan University M.S. in Computer Science, Stony Brook University, NY Ph.D. in Computer Science, UCLA	Associate Professor, Department of Information Management, National Central University Advisor, Enterprise Resource Planning Center, National Central University
Independent Director	Huang Yu-Xun	Male 35–40	Republic of China (Taiwan)	Master in Accounting, National Taipei University CPA, Cheng-Yi & Co. Audit Manager, PwC Taiwan Audit Section Leader, Deloitte Taiwan	CPA, Cheng-Yi & Co.
Independent Director	Lai Chia-Hui	Male 55–60	Republic of China (Taiwan)	Vice Chairman, Taiwan Green Energy Association Adjunct Assistant Professor, National Changhua University of Education Adjunct Assistant Professor, Chienkuo Technology University Supervisor, Gaoqiao Automation Technology Co., Ltd.	Chairman, Jin Sen Bao Industrial Co., Ltd.

Major Board Resolutions

Date	Meeting	Major Resolutions
2024/03/12	1st Board Meeting of 2024	1. Approved asset impairment losses recognition for Q4 2023 according to IFRS standards. 2. Approved 2023 employee and director remuneration proposal. 3. Approved 2023 business report and financial statements. 4. Approved 2023 profit distribution plan. 5. Approved 2023 internal control statement. 6. Approved 2023 employee and director remuneration distribution. 7. Approved the proposal for the first cash capital increase in 2024. 8. Approved the employee subscription plan for the first cash capital increase in 2024. 9. Reviewed independent director compensation policies, systems, standards, and structure. 10. Reviewed director compensation policies, systems, standards, and structure. 11. Reviewed CEO performance evaluation and compensation policies, systems, standards, and structure. 12. Reviewed general manager and managers’ performance evaluation and compensation policies, systems, standards, and structure. 13. Approved pre-approval procedures and general policies for non-assurance services from Ernst & Young and its affiliates. 14. Approved amendments to the "Board Meeting Rules". 15. Approved matters regarding the 2024 annual shareholders’ meeting. 16. Approved period and location for accepting proposals from shareholders holding more than 1% of shares.
2024/04/09	2nd Board Meeting of 2024 Board of Directors	1. Approved the proposed pricing and record date for the first cash capital increase of 2024. 2. Approved the 2023 cash dividend distribution plan. 3. Approved additional agenda items for the 2024 Annual General Meeting of Shareholders.
2024/06/27	3rd Board Meeting of 2024 Board of Directors	1. Approved the record date for the first cash capital increase of 2024. 2. Approved the renewal of credit lines from financial institutions. 3. Approved revisions to the company's "Production Cycle" and "Property, Plant, and Equipment Cycle". 4. Approved amendments to the company's "Audit Committee Charter" and "Internal Audit System". 5. Approved salary adjustments for all employees at Taiwan Puhui Manufacturing Plant.
2024/07/26	4th Board Meeting of 2024 Board of Directors	1. Approved investment in cleanroom equipment for floors 2 and 3 of Phase 1 at the company's wholly-owned subsidiary, Vietnam Taiwan Puhui Medical Craft Co., Ltd. 2. Approved cash capital increase for the company's wholly-owned subsidiary, Vietnam Taiwan Puhui Medical Craft Co., Ltd.
2024/08/09	5th Board Meeting of 2024 Board of Directors	1. Approved the consolidated financial statements for Q2 2024. 2. Approved business fund loans to the company's 100% owned subsidiary, Vietnam Puhui Medical Craft Co., Ltd. 3. Approved the application for additional mid-term secured credit lines from Chang Hwa Bank. 4. Approved renewal of credit lines with financial institutions. 5. Approved lifting non-compete restrictions for the representative of Yidai Fu International Co., Ltd. 6. Approved construction of the company's warehouse and operations headquarters. 7. Approved Phase 3 factory investment at the company's 100% owned subsidiary, Vietnam Taiwan Puhui Medical Craft Co., Ltd. 8. Approved USD 1.8 million cash capital increase for the company's 100% owned subsidiary, Vietnam Taiwan Puhui Medical Craft Co., Ltd. Motions: 1. Approved application for new mid-term secured loans from SinoPac Bank. 2. Approved application for mid-term loan from Taichung Bank. 3. Approved renewal of credit lines with Yuanta Bank.
2024/09/20	6th Board Meeting of 2024 Board of Directors	1. Approved the profit distribution plan for H1 2024.
2024/12/09	7th Board Meeting of 2024 Board of Directors	1. Approved the 2025 budget plan. 2. Approved the 2025 audit plan. 3. Approved renewal of credit lines with CTBC Bank. 4. Approved modifications and increase of collateral amount for credit previously applied with Taichung Bank. 5. Approved amendments to "Procurement Cycle" and "Property, Plant, and Equipment Cycle". 6. Approved amendments to "Accounting System" and "Seal Usage Management Procedures". 7. Approved amendments to "Approval Authority Management" and "Bonus and Dividend Distribution Management". 8. Approved renewal of lease for factory premises by Vietnam Puhui Medical Craft Co., Ltd.