Corporate Governance

Audit Committee

Members

Title	Name	Gender	Major Education	Professional qualifications and experience
Convener Independent Director	Chia-Wen Liu	Female	Accounting Ph.D., National Taiwan University	Current position Independent Director, Tung Ho Steel Enterprise Corporation Emeritus Professor, Department of Accounting, National Taiwan University Supervisor, Securities Investment Trust and Investor Protection Center Experience Independent Director of Tung Ho Steel (2023–Present) Associate Dean, College of Management, National Taiwan University Chairperson, Department of Accounting, National Taiwan University Professor, Department of Accounting, National Taiwan University (retired) Independent Director, Taipower Corporation Professional Qualifications Independent Director Liu specializes in auditing and financial accounting, holds a Certified Public Accountant (CPA) certificate, and possesses professional capabilities within the Board's core diversification items, including accounting and financial analysis, business management, crisis management, leadership, decision-making capabilities, sustainability management, and risk management. Does not meet the criteria listed in any Sections of Article 30 of the Company Act.
Committee Member Independent Director	Jih-Gang Liu	Male	Department of Mechanical Engineering, National Taiwan University	Current position Independent Director, Tung Ho Steel Enterprise Corporation Experience Independent Director of Tung Ho Steel (2023–Present) President of China Steel Corporation (retired) Chairman of China Prosperity Development Corporation General Manager of Chung Hung Steel Corporation Director of China Steel Corporation Director of Dragon Steel Corporation Director of Chung Hung Steel Corporation Director of China Ecotek Corporation Director of Taiwan High Speed Rail Corporation Professional Qualifications Independent Director Liu possesses the work experience required for the company's business, as well as professional capabilities within the Board's core diversification items, including operational judgment, business management, crisis management, industry knowledge, international markets, leadership, decision-making capabilities, sustainability management (energy transition and carbon management, stakeholder engagement, industry knowledge and market insights), risk management, and climate change management. Does not meet the criteria listed in any Sections of Article 30 of the Company Act.
Committee Member Independent Director	Ming-Te Sun	Male	Ph.D. in Business Administration, National Taipei University	Current position Independent Director, Tung Ho Steel Enterprise Corporation Independent Director, Chung Hung Steel Corporation Director of Macroeconomic Forecasting Center, Taiwan Institute of Economic Research Director of Corporate Development Research Center, Taiwan Institute of Economic Research Adjunct Assistant Professor, National Taipei University Adjunct Assistant Professor, National Taipei University of Business Professional Qualifications Independent Director Sun specializes in cross-strait economics and trade, financial management, international business management, and industry and securities analysis, and holds a securities investment analyst license. He/She possesses the work experience required for the company's business, as well as professional capabilities within the Board's core diversification items, including operational judgment, accounting and financial analysis, business management, crisis management, industry knowledge, international markets, leadership, decision-making capabilities, sustainability management, and risk management. Does not meet the criteria listed in any Sections of Article 30 of the Company Act.
Committee Member Independent Director	Wen-Ling Ko	Female	MBA, Murdoch University, Australia	Current position Independent Director, Tung Ho Steel Enterprise Corporation Director and Spokesperson, Tong Ming Enterprise Co., Ltd President, WinLink Fasteners Co., Ltd. President, Tong Win Trading (Jiaxing) Co., Ltd. Director, Brighton-Best International (Taiwan) Inc. Director, Generiton Co., Ltd. Experience Supervisor, Unitek Applied Screw Co., Ltd. Professional Qualifications Independent Director Ko specializes in corporate operational management and investor relations affairs. He/She possesses the work experience required for the company's business, as well as professional capabilities within the Board's core diversification items, including operational judgment, accounting and financial analysis, business management, crisis management, industry knowledge, international markets, leadership, decision-making capabilities, sustainability management (corporate governance and regulatory compliance, stakeholder engagement, industry knowledge and market insights), risk management, and climate change management. Does not meet the criteria listed in any Sections of Article 30 of the Company Act.

Responsibility

The main function of the Audit Committee is to supervise the following matters:
1. Fair presentation of the financial reports of this Corporation.
2. The hiring (and dismissal), independence, and performance of certificated public accountants of this Corporation.
3. The effective implementation of the internal control system of this Corporation.
4. Compliance with relevant laws and regulations by this Corporation.
5. Management of the existing or potential risks of this Corporation.

Operations

The Audit Committee consists of all Independent Directors.
The term of the members of the 4th Audit Committee is from May 22, 2026, to May 21, 2029, which coincides with the term of the 26th Board of Directors of the Company.
The Audit Committee convened 5 meetings in 2026, with an average attendance rate of 100%. As of July 28, 2026, the 4th Audit Committee has convened 2 meetings, with an average actual attendance rate (excluding proxy attendance) of 100%.

Independent Directors' Mailbox

Chia-Wen Liu: acliu@ntu.edu.tw
Jih-Gang Liu: csc.039958@gmail.com
Ming-Te Sun: d15594@tier.org.tw
Wen-Ling Ko: wenling329@icloud.com

Communication status between independent directors and accountants

Before the annual financial report audit, independent directors and certified public accountants will discuss and communicate the audit scope, audit methods, key audit matters, etcs.
The independent directors of the company communicate with the auditing accountants at each quarterly audit committee meeting regarding the review or audit results of the company and its subsidiaries' financial statements. Relevant matters reach consensus through sufficient communication, and the communication situation is good.
Accountants periodically explain and communicate with independent directors regarding updates on relevant regulations and whether amendments to laws affect accounting methods.
Summary of communication:

Date	Communication content	Handling and implementation results
2026.01.06 Audit Committee	Discussion and communication before the audit of the scope, methods, and key auditing matters of the 2025 financial report.	No inconsistency of opinion.
2026.02.26 Audit Committee	To communicate and discuss the results of the 2025 individual and consolidated financial report audit.	No inconsistency of opinion.
2026.04.28 Audit Committee	To communicate and discuss the results of the 2026 Quarter 1 individual and consolidated financial report audit.	No inconsistency of opinion.
2026.07.28 Audit Committee	To communicate and discuss the results of the 2026 Quarter 2 individual and consolidated financial report audit.	No inconsistency of opinion.

Communication between independent directors and internal auditors

The internal audit supervisor of the company sends the audit report and follow-up report related information to the independent directors for review every month, and the independent directors provide guidance to the internal audit unit through this communication mechanism.
The head of internal audit attends and presents business reports at the board of directors and audit committee meetings.
Summary of communication:

Date	Communication	Handling and Implementation Results	The Company's Handling of the Audit Committee Review Opinions
2026.02.26 Audit Committee	Audit Operations Execution Report for January 2026.	All attending committee members noted the report without objection, and it will be reported to the Board.	The Board noted the matter without objection.
2026.02.26 Audit Committee	Issuance of the "Statement of Internal Control" for the year 2025.	All attending committee members had no objection, and the matter is to be submitted to the Board for resolution as proposed.	Approved by the Board as presented.
2026.04.28 Audit Committee	Audit Operations Execution Report for February to March 2026.	All attending committee members noted the matter without objection, and it is to be reported to the Board.	The Board noted the matter without objection.
2026.06.09 Audit Committee	Audit Operations Execution Report for April 2026.	All attending committee members noted the matter without objection, and it is to be reported to the Board.	The Board noted the matter without objection.

Remuneration and Nomination Committee

The Remuneration Committee was renamed the "Remuneration and Nomination Committee" on May 30, 2023. Composed of three independent directors, all members possess over five years of professional experience along with relevant qualifications, fully maintaining their independence, professionalism, and impartiality. The Committee is primarily responsible for reviewing and making recommendations on the selection, compensation policies, and performance evaluation criteria for directors and senior executives. This serves to strengthen the nomination mechanism for directors (including independent directors) and foster a diverse and professional Board of Directors.

Members

Title	Name	Gender	Major Education	Professional qualifications and experience
Convener Independent Director	Jih-Gang Liu	Male	Department of Mechanical Engineering, National Taiwan University	Experience President of China Steel Corporation (retired) Chairman of China Prosperity Development Corporation General Manager of Chung Hung Steel Corporation Director of China Steel Corporation Director of Dragon Steel Corporation Director of Chung Hung Steel Corporation Director of China Ecotek Corporation Director of Taiwan High Speed Rail Corporation Professional Qualifications Mr. Liu has the work experience required for the Company's business operations and the core abilities required by the Board of Directors, including operational judgment, operational management, crisis management, industry knowledge, international market perspective, leadership, decision-making, sustainability management(Energy Transition and Carbon Management, Stakeholder Engagement, Industry Knowledge and Market Insights), risk management, and climate change management. Does not meet the criteria listed in any Sections of Article 30 of the Company Act.
Committee Member Independent Director	Chia-Wen Liu	Female	Accounting Ph.D., National Taiwan University	Experience Associate Dean, College of Management, National Taiwan University Chairperson, Department of Accounting, National Taiwan University Professor, Department of Accounting, National Taiwan University (retired) Independent Director, Taipower Corporation Professional Qualifications Ms. Liu specializes in auditing and financial accounting. She is qualified as a professor-level professional technician and has the core abilities required by the Board of Directors, including financial analysis, operational management, crisis management, leadership, decision-making, sustainability management, and risk management. Does not meet the criteria listed in any Sections of Article 30 of the Company Act.
Committee Member	Chen-Ming Chu	Male	Ph.D. in Business from National Taiwan University	Current position Professor, Department of Applied Economics and Management, National Ilan University Experience Chairperson, Department of Business Administration, Chung Yuan Christian University Dean, College of Business, Chung Yuan Christian University Adjunct professor, Graduate Institute of Human Resource Management, National Central University Adjunct professor, NTU School of Professional Education and Continuing Studies Dean, College of Humanities and Management, National Ilan University Professional Qualifications Mr. Chu specializes in business management, human resource management, organizational behavior, salary management, and performance management.

Responsibility

Periodically reviewing this Charter and making recommendations for amendments.
Establishing and periodically reviewing the performance assessment and the policies, systems, standards, and structure for the compensation of the directors and managerial officers of this Corporation.
Periodically assessing and setting the compensation of the directors and managerial officers of this Corporation.

Operations

There are three members of the Remuneration and Nomination Committee of the Company.
The term of office of the members of the 6th Remuneration and Nomination Committee is from the date of the Board of Directors' resolution approving this appointment on 9 June 2026 to 21 May 2029 (the same as the term of office of the 26th session of the Board of Directors of the Company).
This Committee shall convene at least twice a year. 2 meetings were held up to July 28, 2026, with an average attendance rate of 100%.
The operation of 2026 is as follows:

Date and Time	Content of motion	Remuneration Committee Resolution result	The Company's handling of the Remuneration Committee review opinions
2026.02.10 11th meeting of the 5th session	Discuss the nomination of candidates for the 26th board of directors (including independent directors) of the company.	The Committee evaluates candidates in accordance with the Company's Board Diversity Policy and Director Selection Criteria, comprehensively considering each candidate's professional background, industry experience, and other diversity dimensions to ensure the overall competency requirements of the Board are met. Based on this assessment, the Committee reviews the list of director candidates. During the qualification review of independent director candidates for this case, convener Jih-Gang Liu and committee member Chia-Wen Liu were also candidates for independent directors. Due to their personal interests involved, convener Jih-Gang Liu lawfully withdrew from the meeting during the review of his own qualification as an independent director candidate, abstaining from participating in the discussion and voting on that agenda item. During the review of Chia-Wen Liu's qualifications as an independent director candidate, committee member Chia-Wen Liu also withdrew from the meeting in accordance with the law and did not participate in the discussion or voting on that agenda item. After review by the attending committee members without conflicts of interest and finding no objections, the matter was submitted to the board of directors for deliberation as proposed.	Approved by all of the Board of Directors.
2026.02.24 12th meeting of the 5th session	Review of the distribution of employees' and directors' compensation for 2025.	All attending members have no objection and present the case to the board of directors for resolution.	Approved by all of the Board of Directors.
	Review of the 2024 Board of Directors' internal performance evaluation results.	All attending members have no comments; report to the board.	Acknowledged by the Board of Directors.
	Review of the Proposed Amendment to the Scope of Non-Executive Employees of the Company.	All attending members have no objection and present the case to the board of directors for resolution.	Approved by all of the Board of Directors.
2026.06.23 1st meeting of the 6th session	Approved the remuneration proposal for the 26th-term Directors.	All attending members have no objection and present the case to the board of directors for resolution.	Approved by all of the Board of Directors.
2026.06.23 1st meeting of the 6th session	Approved the remuneration proposal for members of functional committees.	All attending members have no objection and present the case to the board of directors for resolution.	Approved by all of the Board of Directors.
2026.07.28 2nd meeting of the 6th session	Approved the proposal for ESG bonus distribution to senior executives.	The entire committee adopted without objection.	Implemented by the contents of the resolution.

Sustainable Development Committee

Members

Job position	Name	Gender	Education	Professional competence
Convener	Henry C. T. Ho	Male	Department of Economics, Harvard University	Current position Chairman of Tung Ho Steel Enterprise Corporation. Experience Mr. Ho joined Tung Ho Steel Enterprise Corporation in 1997 and has served in the Finance and Accounting, Materials, and Sales and Production departments. He assumed the position of President in 2009 and the position of Chairman of the Board of Directors in 2014. Professional Qualifications Mr. Ho is deeply involved in the operation and planning of the Company's internal management, raw material procurement, sales services, and production technology. He is a key person in the Company’s planning for future development and corporate sustainability. He has the work experience required by the Company's business operations and the core abilities required by the Board of Directors, including operational judgment, accounting and financial analysis, operational management, crisis management, industry knowledge, international market perspective, leadership, decision-making, sustainability management, risk management, and climate change management. Does not meet the criteria listed in any Sections of Article 30 of the Company Act.
Committee Members	Der-Ming Lieu	Male	Ph.D. in Economics, The Ohio State University, USA	Current position Adjunct Professor (Honorary Professor) of Department of Finance at National Sun Yat-sen University Independent Director of Laser Tek Taiwan Co., Ltd. Independent Director of CSBC Corporation, Taiwan Experience Professor, Department of Financial Management, National Sun Yat-sen University Advisor, Securities and Futures Commission, Ministry of Finance Professional Qualifications Mr. Lieu is specializing in international finance, investment, derivative financial products and financial engineering, corporate financial management, and risk measurement and control of investment portfolios. He is qualified as a professor-level professional technician and has the work experience required by the Company's business operations and the core abilities required by the Board of Directors, including operational judgment, accounting and financial analysis, operational management, crisis management, industry knowledge, international market perspective, leadership, decision-making, sustainability management, risk management, and climate change management. Does not meet the criteria listed in any Sections of Article 30 of the Company Act.
Committee Members	Jih-Gang Liu	Male	Department of Mechanical Engineering, National Taiwan University	Experience President of China Steel Corporation (retired) Chairman of China Prosperity Development Corporation General Manager of Chung Hung Steel Corporation Director of China Steel Corporation Director of Dragon Steel Corporation Director of Chung Hung Steel Corporation Director of China Ecotek Corporation Director of Taiwan High Speed Rail Corporation Professional Qualifications Mr. Liu has the work experience required for the Company's business operations and the core abilities required by the Board of Directors, including operational judgment, operational management, crisis management, industry knowledge, international market perspective, leadership, decision-making, sustainability management, risk management, and climate change management. Does not meet the criteria listed in any Sections of Article 30 of the Company Act.

Responsibility

Formulation, oversight, and review of systems and targets regarding environmental sustainability (including climate change management and water/energy resource management).
Formulation, oversight, and review of sustainable development policies and systems, corporate social responsibility, and human rights-related management guidelines.
Formulation, oversight, and review of policies and management mechanisms related to corporate governance, ethical management, and risk management.
Oversight of sustainability information disclosure.
Other matters assigned to the Committee by resolution of the Board of Directors.

Operations

The company's Sustainable Development Committee consists of three members.
The term of the third-term members of the Sustainable Development Committee shall be from the date of approval by the Board of Directors on June 19, 2023 (corresponding to the 25th term of the company's Board of Directors) until May 29, 2026.
The Committee convenes at least twice a year. As of May 14, 2026, the 3rd Sustainability Committee has convened a total of 7 meetings. The actual attendance rate of the committee members (excluding attendance by proxy) is 100%.

Supervision status

Date and Time	Term	Summary	Date of reporting to the Board of Directors
2025.05.13	The 5th Meeting of the 3rd Session	Corporate governance and execution and review report Report on the inventory and schedule planning of greenhouse gas Report on the performance of environmental sustainability team Formulation of Greenhouse Gas Management Strategies, Reduction Targets, and Action Plans 2024 Greenhouse Gas Emissions and Reduction Information Greenhouse gas management strategies, reduction targets and plans Publication of the Tung Ho Steel Sustainability & Climate Related Financial Disclosure (IFRS S1 & S2) Report 2025	2025.05.20 16th meeting of the 25th board of directors
2025.12.29	The 6th Meeting of the 3rd Session	The promotion of corporate governance: Develop intellectual property management plans that are linked to operational objectives Program to prevent dishonest behavior and insidertrading Risk management Information security management Environmental sustainability Report on the inventory and schedule planning of greenhouse gas Work Plan for Disclosure of Sustainability Reporting Information Implementation status of the adoption plan for IFRS Sustainability Disclosure Standards Identification results of IFRS sustainability and climate-related risks and opportunities Amendment to the "Organizational Charter of the Sustainable Development Committee" Formulation of the 2025 "Australian Modern Slavery Act Statement" Establishment of the "Personal Data Protection Policy" Establishment of the "Customer Rights and Interests Policy"	2025.12.30 20th meeting of the 25th board of directors
2026.05.14	The 7th Meeting of the 3rd Session	Corporate Governance Implementation and Review Report Greenhouse Gas Inventory and Timeline Planning Report Environmental Sustainability Subcommittee Progress Report Establishment of Greenhouse Gas Management Strategies, Reduction Targets, and Action Plans 2025 Greenhouse Gas Emissions and Reduction Information Greenhouse Gas Management Strategies, Reduction Targets, and Action Plans Publication of the 2026 Sustainability and Climate-Related Financial Disclosures (IFRS S1 & S2) Publication of the 2025 Sustainability Report and Stakeholder Engagement Status Stakeholder Engagement Status Explanatory Notes on the Publication of the 2025 Sustainability Report Amendment to the "Regulations Governing ESG Bonuses for Senior Executives" Amendment to the "Regulations Governing the Allocation and Utilization of Special Reserve for Climate Change Adaptation and Mitigation"	2026.06.09 The 2nd Meeting of the 26th Board of Directors

Date and Time

Term

Summary

Date of reporting to the Board of Directors

2025.05.13

The 5th Meeting of the 3rd Session

Corporate governance and execution and review report
Report on the inventory and schedule planning of greenhouse gas
Report on the performance of environmental sustainability team
Formulation of Greenhouse Gas Management Strategies, Reduction Targets, and Action Plans

2024 Greenhouse Gas Emissions and Reduction Information
Greenhouse gas management strategies, reduction targets and plans

Publication of the Tung Ho Steel Sustainability & Climate Related Financial Disclosure (IFRS S1 & S2) Report 2025

2025.05.20
16th meeting of the 25th board of directors

2025.12.29

The 6th Meeting of the 3rd Session

The promotion of corporate governance:

Develop intellectual property management plans that are linked to operational objectives
Program to prevent dishonest behavior and insidertrading
Risk management
Information security management
Environmental sustainability

Report on the inventory and schedule planning of greenhouse gas
Work Plan for Disclosure of Sustainability Reporting Information
Implementation status of the adoption plan for IFRS Sustainability Disclosure Standards
Identification results of IFRS sustainability and climate-related risks and opportunities
Amendment to the "Organizational Charter of the Sustainable Development Committee"
Formulation of the 2025 "Australian Modern Slavery Act Statement"
Establishment of the "Personal Data Protection Policy"
Establishment of the "Customer Rights and Interests Policy"

2025.12.30
20th meeting of the 25th board of directors

2026.05.14

The 7th Meeting of the 3rd Session

Corporate Governance Implementation and Review Report
Greenhouse Gas Inventory and Timeline Planning Report
Environmental Sustainability Subcommittee Progress Report
Establishment of Greenhouse Gas Management Strategies, Reduction Targets, and Action Plans

2025 Greenhouse Gas Emissions and Reduction Information
Greenhouse Gas Management Strategies, Reduction Targets, and Action Plans

Publication of the 2026 Sustainability and Climate-Related Financial Disclosures (IFRS S1 & S2)
Publication of the 2025 Sustainability Report and Stakeholder Engagement Status

Stakeholder Engagement Status
Explanatory Notes on the Publication of the 2025 Sustainability Report

Amendment to the "Regulations Governing ESG Bonuses for Senior Executives"
Amendment to the "Regulations Governing the Allocation and Utilization of Special Reserve for Climate Change Adaptation and Mitigation"

2026.06.09
The 2nd Meeting of the 26th Board of Directors