Top Union Electronics Corp.

Corporate Governance Operations

Evaluation Item	Implementation Status			Differences and Reasons with Listing and OTC Corporate Governance Best Practices
Evaluation Item	Yes	No	Summary Description
1. Does the Company establish and disclose the Corporate Governance Best-Practice Principles based on “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”?	✓		(1) On March 5, 2015, the 5th meeting of the 9th Board of Directors of the Company approved the establishment of the "Corporate Governance Best Practice Principles", which were disclosed on the Company's website and the Market Observation Post System. (2) Implementation status: In 2023, the Company will implement the Corporate Governance Best Practice Principles in accordance with the guidelines and adjust the content of the website to increase the content and completeness of the items that have not scored in the corporate governance assessment.	No significant differences.
2. Shareholding structure & shareholders’ rights (1) Has the Company established internal operating procedures to deal with shareholders’ suggestions, queries, disputes and litigations, and managed these based on the procedures? (2) Does the Company have a list of its major shareholders as well as the ultimate owners of those shares? (3) Has the Company established and executed a risk management and firewall system within its conglomerate structure? (4) Whether the company has established internal regulations prohibiting insiders from trading securities based on undisclosed information in the market?	✓ ✓ ✓ ✓		(1) The Company has a spokesperson and stockholders' representative to deal with shareholders' suggestions and other matters, and the Company's website has a special section for shareholders' questions and concerns. (2) The Company's stockholders are responsible for keeping track of the names of directors, managers and major shareholders, and disclosing and reporting them in accordance with relevant regulations. (3) The Company and its affiliates operate independently and regularly monitor the financial and business operations of its subsidiaries on a monthly basis. (4) The Company has established procedures to prevent insider trading, which are disclosed on the Company's website. (Financial Zone→Protection against Insider Trading Procedures), which prohibits insiders from trading marketable securities using undisclosed information in the market.	No significant differences. No significant differences. No significant differences. No significant differences.
3. Composition and Responsibilities of the Board of Directors (1) Does the Board develop and implement a diversified policy for the composition of its members? (2) Does the Company voluntarily establish other functional committees in addition to the Remuneration Committee and the Audit Committee? (3) Does the Company establish a standard to measure the performance of the Board and implement it annually, and are performance evaluation results submitted to the Board of Directors and referenced when determining the remuneration of individual directors and nominations for reelection? (4) Does the Company regularly evaluate the independence of CPAs?	✓ ✓	✓ ✓	(1) a. At the 5th time of the 9th of the Board of Directors meeting on March 5, 2015, the Company approved the amendment of the "Corporate Governance Best Practice Principles" to strengthen the functions of the Board of Directors in Chapter 3, i.e., to establish a diversity approach. In addition to the academic qualifications of each candidate, the Company also complies with the "Regulations Governing the Election of Directors and Supervisors" and the "Code of Corporate Governance" to ensure the diversity and independence of the Director members. b. The ten directors (nine men and one woman) of the 11th term of the Company, who possess leadership, operational judgment, business management, crisis management, industry knowledge, and international market perspective, will provide guidance to the operation of the Company. c. The Board of Directors has prepared a diversity policy on the composition of the Board of Directors, which is disclosed on the Company's website and the Market Observation Post System. (2) The Company has established a Remuneration Committee and an Audit Committee in accordance with the law and currently does not have any other functional committees, which will be evaluated as necessary in the future. (3) In accordance with Article 21 of the Company's Articles of Incorporation, the remuneration of directors and supervisors shall be no more than 2.3% of the Company's annual profit. The remuneration of each director and supervisor is based on the average amount of total remuneration, which is resolved by the Compensation Committee. Although the Board of Directors' performance evaluation method has not yet been established, considering that the directors and supervisors are actively involved in the operation and management of the Company and make suggestions, the Company adopts the policy of equal distribution in order to strike a balance between sustainable operation and risk control. (4) The Company has established the Independence Assessment Program with reference to the provisions of the Accountants Act and the Statement of Professional Ethics and formulated the Independence Assessment Form for the Appointment of Certified Public Accountants, which was evaluated by the Finance Department (Note 1). Based on the results of the assessment, Deloitte Taiwan’s CPAs, Fang Suli and Chen Minghui have met the criteria for the assessment of independence and have not violated the requirements for independence under the Accountants Act and other relevant regulations. The Company has submitted the results to the Board of Directors for approval on February 24, 2022.	No significant differences. It will be set up according to the future needs. It will be set up in the future as necessary for the Company's governance system. No significant differences.
4. Does the Company appoint a suitable number of competent personnel and a supervisor responsible for corporate governance matters (including but not limited to providing information for directors and supervisors to perform their functions, assisting directors and supervisors with compliance, handling work related to meetings of the board of directors and the shareholders' meetings, and producing minutes of board meetings and shareholders' meetings)?	✓		The company set up a Corporate Governance Officer on April 27, 2023. The Company's Finance Department is a dedicated corporate governance unit with at least three years of experience in the management of financial, stock, or business affairs of the Company's issuing companies. It is responsible for providing information necessary for the Director's business operations, conducting meetings of the Board of Directors and shareholders' meetings in accordance with the law, registering and registering changes to the Company, preparing minutes of the Board of Directors and shareholders' meetings, and assisting the Company in complying with the relevant laws and regulations of the Board of Directors and shareholders' meetings. The Company values the rights and interests of its stakeholders and is committed to providing them with the best possible service.	No significant differences.
5. Does the Company establish a communication channel and build a designated section on its website for stakeholders (including but not limited to shareholders, employees, customers, and suppliers), as well as handle all the issues they care for in terms of corporate social responsibilities?	✓		The Company pays attention to the rights and interests of its stakeholders, understands their reasonable expectations and needs, and responds appropriately to the important CSR issues. The Company's stakeholders include employees, shareholders, customers, suppliers, society, academic and research institutions and government agencies. The Company has set up a stakeholder’s area on the Company's website, and has disclosed their contact information and contact details to respond to the stakeholders. The Company will refer to the feedback from all sectors for continuous improvement.	No significant differences.
6. Does the Company appoint a professional shareholder service agency to deal with shareholder affairs?	✓		This year, SinoPac Securities Co., Ltd has been appointed as our shareholder service agent.	No significant differences.
7. Information disclosure (1) Does the Company have a corporate website to disclose both financial standings and the status of corporate governance? (2) Does the Company have other information disclosure channels (e.g., building an English website, appointing designated people to handle information collection and disclosure, creating a spokesman system, webcasting investor conferences)? (3) Does the Company announce and report annual financial statements within two months after the end of each fiscal year, and announce and report Q1. Q2, and Q3 financial statements, as well as monthly operation results, before the prescribed time limit?	✓ ✓ ✓		(1) The Company's website:www.topunion.com.tw has disclosed the Company's financial, business and corporate governance information. (2) The Company has set up a website in English and Chinese, and has designated a person responsible for collecting and disclosing updated information to provide investors with inquiries and enhance information transparency. A spokesperson and a proxy spokesperson have been set up, and contact numbers and e-mail addresses are posted on the Market Observation Post System. The annual report and the stakeholder area of the Company's website serve as a bridge for information collection, disclosure and external communication. (3) The Company announces and reports its annual financial report (within three months), first, second, and third quarter financial reports (within 45 days), and operating results (by the 10th day of each month) within the period specified in Article 36 of the Securities and Exchange Act.	No significant differences. No significant differences. No major differences.
8. Does the Company have other important information that can help understand the operation of corporate governance (including but not limited to employee rights, employee care, investor relations, supplier relations, stakeholder rights, director and supervisor training, implementation of risk management policies and risk measurement standards, implementation of customer policies, and the Company's purchase of liability insurance for directors and supervisors, etc.)?	✓		(1) Employee rights, employee care: The company attaches great importance to employee-management relationship, regular labor-management meetings to promote two-way communication and exchange. The Company's management philosophy is open, with a flat organization, so that good decisions can be transmitted more quickly so that the interaction between colleagues can be a more direct expression of their ideas, and the strengths shown more easily seen, three festivals bonuses and employee compensation also grow with the performance of the performance. The company has set up an employee welfare committee to hold activities and trips from time to time to care for the needs of employees. (2) Investor Relationship: A spokesperson and a proxy spokesperson are set up to serve as a channel of communication between the Company and its investors, and to disclose information on the Company's management team, financial operations, important information, and corporate governance on the Company's website. (3) Supplier Relationship: The Company holds supplier meetings every year to reach bilateral communication through the meetings, and continues to cooperate with suppliers to create value. (4) Rights of stakeholders: The Company respects the legal rights of stakeholders, maintains good communication channels with customers, employees, and suppliers, and announces and discloses relevant information on the Company's website (5) Director and Supervisor's Continuing Education: The details of the Director and Supervisor's continuing education status in 2022 are as described in Note 2, which has been disclosed in the Corporate Governance section of the Market Observation Post System. (6) Implementation of risk management policies and risk measurement standards: The Company's major decisions regarding operations, investments, capital loans, endorsements, and financing are evaluated and analyzed by the responsible departments and implemented in accordance with the resolutions of the Board of Directors. (7) Implementation of customer policies: The marketing department of the Company is responsible for the implementation of customer policies and holds meetings from time to time for internal communication and transmission, which is operating smoothly. (8) The Company has purchased liability insurance for Directors and Supervisors: The Company's Directors and Supervisors have purchased liability insurance in 2023.	No significant differences. No significant differences. No significant differences. No significant differences. No significant differences. No significant differences. No significant differences. No significant differences.
9. Please describe the improvements that have been made to the results of the Corporate Governance Assessment released by the Taiwan Stock Exchange Corporation in the most recent year and propose priorities and measures to enhance those that have not yet been improved. Description: Assessment results: The Company's 9th &10th corporate governance assessment results are in the top 66% to 80% and 36% to 50% of companies, respectively. Improvement measures: The Company will revise the rules and regulations of corporate governance in accordance with the corporate governance evaluation, and improve the disclosure of information in the annual report and website in order to strengthen the completeness of the description of each indicator.