The company's governance principles adhere to the principles of the Corporate Governance Best Practice Principles for Listed and OTC Companies, ensuring the protection of shareholder rights.

• Safeguarding shareholders' rights and interests.
• Strengthening the functions of the board of directors.
• Fulfilling the role of the audit committee.
• Respecting the rights and interests of stakeholders.
• Improving information transparency.

According to the regulations of establishing internal control system processing guidelines for public companies, considering the overall operational activities of the company and its subsidiaries, an effective internal control system is established. It should be regularly reviewed to adapt to changes in the internal and external environment of the company, ensuring the continued effectiveness of the design and implementation of the system.

The board of directors and management review the self-inspection results of each department and the audit reports from the auditing unit annually. The audit committee provides oversight.

The 2024 corporate governance operations and implementation status report was presented to the board of directors on 12/12/2024.

Related links: Corporate Governance Best Practice Principles

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Billion established a Sustainable Development Committee in December 2022, with the General Manager (Director) as the chairman, and in November 2024, it was reorganized into four groups, namely corporate governance, environmental protection, social responsibility, sustainable risk management and information disclosure, which are coordinated and responsible for formulating policies to promote corporate governance and the development of sustainable environment, and regularly carry out implementation results and continuous improvement, and report the implementation situation and implementation performance to the Board of Directors on a quarterly basis.

The Company has conducted risk assessments on environmental, social and corporate governance issues relevant to its operations in accordance with the SASB materiality principle. Related risk management policies or strategies are established based on the assessed risks.

Sustainability Committee Organizational Charter and 2024 Sustainability Committee Reports to the Board of Directors (3/11/2024, 5/9/2024, 8/8/2024, 11/7/2024, 12/12/2024)

Relevant links: ESG Best Practices Principles, Sustainable Governance

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Billion has always upheld integrity, transparency, and accountability in its business operations. The company has gradually established integrity-based policies and robust corporate governance and risk management mechanisms to build a sustainable development environment. In recent years, following international trends and government efforts to prevent internal corporate fraud and corruption and promote integrity in business operations, the Board of Directors has adopted the “Integrity Management Code of Conduct,” “Integrity Management Implementation Procedures and Code of Conduct,” “Code of Ethical Conduct,” and “Regulations for Handling Whistleblowing of Illegal and Unethical or Dishonest Conduct” with reference to the UN Convention Against Corruption, UNCAC Enforcement Act, Ministry of Justice’s National Integrity Building Action Plan, and the Financial Supervisory Commission’s Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies. This is to implement integrity policies concretely and establish an integrity-based corporate culture.

The Legal Department is in charge of integrity management. The “Integrity Management Task Force” established under the “Sustainability Committee” chaired by the General Manager is fully responsible for formulating and supervising the implementation of integrity policies and prevention programs. The Legal Department head serves as the convener. Work includes regularly reviewing and amending relevant integrity regulations for board approval, promoting integrity education, and signing Integrity Statements and Employee Integrity Commitments. The task force regularly tracks and reviews implementation effectiveness, reporting implementation status to the board of directors at least once a year.

The 2024 integrity management implementation status report was presented to the board of directors on 12/12/2024.

Related links: Billion Group Integrity Management Policy

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Billion's human rights policy and specific programs are formulated with reference to international conventions and domestic and foreign human rights norms including the Universal Declaration of Human Rights, UN Global Compact (UNGC), UN Guiding Principles on Business and Human Rights (UNGPs), and International Labor Organization (ILO) conventions. The scope covers the company's personnel, business partners, suppliers or contractors.

Specific management measures include providing a safe and healthy work environment, equal and non-discriminatory workplace, freedom to work, working hours, wages, bonuses and benefits, prohibition of child labor, business ethics and morals.

In line with the above human rights policy, the group has established relevant human resource regulations and systems, such as the "Sexual Harassment Prevention and Handling Measures", "Measures for Preventing Unlawful Infringement when Performing Duties", dedicated hotline and email for whistleblowing, to provide employees with a discrimination and harassment-free work environment. Supplier evaluations also cover social responsibility and ethical management (ESG) items, inquiring about increasing local procurement, working hours not exceeding local legal limits, prohibition of bribery or other improper benefits, no use of child labor in any manufacturing process, and ensuring no conflict minerals from Congo and surrounding regions are used in products.

The 2024 Human Rights Policy implementation status report was presented to the board of directors on 12/12/2024.

Relevant link: Billion Group Human Rights Policy and Specific Management Measures

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The highest unit responsible for the Company's risk management is the Board of Directors (Audit Committee). On 8/3/2023, the Audit Committee reviewed and approved the “Risk Management Policies and Procedures” which were then submitted to the Board of Directors on 8/3/2023 for approval before implementation.

Billion's risk management organizational structure includes the Board of Directors, the General Manager's Office, various functional units and internal audit, and the risk management process includes: risk identification, risk measurement, risk monitoring, risk reporting, and risk response.

Billion's risk management operations are as follows: In accordance with the risk control process: risk identification, risk measurement, and risk response, in 2024, Billion identified 9 risks according to the four major risk types, and took appropriate risk response measures to actively face and control the risks that should be considered in the operation process in the most cost-effective manner, and provided internal auditors with a reference basis for the effective implementation of relevant risk management.

In accordance with the risk management policy and procedures, Billion shall report its risk status to the Board of Directors at least once a year.

The 2024 risk management operations report was presented to the Board of Directors on 12/12/2024.

Relevant Link:  Risk Management Policies and Procedures

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In 2023, the Company established an "Information Security Committee" chaired by the General Manager, responsible for ensuring the effective operation and continuous improvement of the information security management system. The Information Security Committee consists of the General Manager, Chief Information Security Officer and information security personnel, responsible for formulating internal information security policies, planning and implementing information security operations and promoting and implementing information security policies, and regularly reporting the company's information security governance status to the Sustainability Committee and Board of Directors.

Information Security Certification: On 8/29/2023, external audit confirmed that the company meets the ISO/IEC 27001:2022 Information Security Management System standards and obtained a valid certificate effective from 8/29/2023 to 8/29/2026.

The 2024 information security management operations report was presented to the Board of Directors on 11/7/2024.

Relevant Links: Information Security Management Policy and Measures

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To protect R&D results and reduce operational risks, the Company complies with intellectual property laws and regulations and establishes an intellectual property management plan to strengthen competitive advantages and improve the quality of technical R&D. This serves as the decision-making and implementation guidelines for handling internal intellectual property matters, with the goal of continuous improvement. It is expected that in the future, this can assist the Company in leveraging intellectual property commercialization strategies for profitability, business development planning, attracting external investment, and enhancing brand value.

On 8/3/2023, the Board of Directors approved the "Billion Group Intellectual Property Management Plan". On 11/10/2023, the "Intellectual Property Management Measures" were approved by the Board to protect and effectively manage the Group's intellectual property R&D results, reduce operational risks, strengthen competitive advantages, and improve R&D quality, in order to achieve intellectual property management policies and operational objectives.

The intellectual property management operations status is reported to the Board of Directors at least once per year. 

The 2024 intellectual property management operations report was presented to the Board of Directors on 12/12/2024.

Relevant Links: Intellectual Property Management Plan, Intellectual Property Management Measures

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On 5/9/2023, the Company's Board of Directors approved and disclosed the "Insider Trading Prevention Management Procedures" on the company website.

The operating procedures include:

1. The Company's directors, managers, and natural persons designated to exercise powers pursuant to Article 27, paragraph 1 of the Company Act may not trade the company's stocks during the 30-day period before the annual financial report announcement or the 15-day period before each quarterly financial report announcement.
2. After arranging the board meeting schedule for the following year, the Company's administration department shall clearly notify regulated persons of the prohibited trading periods according to the preceding paragraph.
3. When regulated persons report their shareholdings of the previous month each month, the Company's stock affairs department shall track their compliance.

Relevant Link: Insider Trading Prevention Management Procedures

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The Company's audit committee evaluates the independence and suitability of the engaged certified public accountant (CPA) annually. In addition to requiring the CPA firm to provide an "Independence Declaration" and "Audit Quality Indicators (AQIs)", an assessment is also conducted based on independence standards and AQI benchmarks.

It has been confirmed that apart from certification and tax filing fees, the CPA has no other financial interests or business relationships with the Company. The CPA firm's family members also do not violate independence requirements. Referencing the AQI information, it has been determined that compared to industry peers, the CPA firm has more items that are superior to or on par regarding professionalism, quality control, independence, oversight, innovation, etc. External inquiries have not revealed any disciplinary cases involving the CPA firm in recent years.

The assessment results from the most recent year were discussed and approved at the Audit Committee meeting on 03/11/2024 before being submitted for approval by the Board of Directors on 03/11/2024 to assess the independence and suitability of the CPA firm.

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The election of the Company's directors adopts a nominated candidate system in accordance with the "Articles of Incorporation" and specifies that board composition should consider diversity in the "Corporate Governance Best Practice Principles", "Board Member Diversity Policy", and "Director Election Regulations". Diversity policies are formulated based on the Company's operations, business model, and development needs. The structure of the board of directors is determined based on the Company's business scale, development, and shareholding status of major shareholders, taking into account practical operational needs.

The election of the Company's directors adopts a nominated candidate system in accordance with the "Articles of Incorporation" and specifies that board composition should consider diversity in the "Corporate Governance Best Practice Principles", "Board Member Diversity Policy", and "Director Election Regulations". Diversity policies are formulated based on the Company's operations, business model, and development needs. The structure of the board of directors is determined based on the Company's business scale, development, and shareholding status of major shareholders, taking into account practical operational needs.

The 2024 Board Member and Key Management Personnel Operations Report was presented to the Board of Directors on 12/12/2024.

Relevant Link: Board Member and Key Management Succession Planning

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