Governance Operation

For the purpose of establishing a sound corporate governance system, FUBURG passed the “Corporate Governance Best Practice Principles “by the Board of Directors on May 11, 2015. In addition to complying with laws and regulations, contracts and related regulations signed with stock exchanges or over-the-counter trading centers In addition to matters, the following principles should be followed:

1. Protect the rights and interests of shareholders.
2. Strengthen the powers of the board of directors.
3. Fulfill the function of audit.
4. Respect the rights and interests of stakeholders.
5. Enhance information transparency.

On May 11, 2023, FUBURG appointed Ms. Wu, who has held the position of Head of Finance Department of the Company for at least 3 years with full seniority as the Head of Corporate Governance. The terms of reference of the Head of Corporate Governance include conducting meetings of the Board of Directors, the Audit Committee and the Shareholders’ Meeting in accordance with the law and preparing the Meeting Agendas, assisting directors in their appointment and continuing education, providing information necessary for directors to perform their business, and assisting directors in complying with laws and regulations by providing the latest regulatory developments related to the operation of the Company.

The business performance for fiscal 2024 is as follows:：

1. Assist directors in carrying out their duties, provide necessary information, and arrange for their advanced studies.
   • We have established a group of the board to provide directors with the latest amendments to laws and regulations related to corporate governance, as well as to provide relevant industry information and company news for reference.
   • We assist in maintaining smooth communication between the management and the directors.
   • From time to time, we provide training programs to the directors for reference and assist in registration.
   • Arrange the internal audit supervisor and the certified public accountant to communicate with the independent directors.
2. Assist the Board of Directors and Audit Committee in their procedures and resolutions on compliance matters.
   • Dissemination of material information after the board meeting to ensure the legality and correctness of the content of newsletters to protect the investors’ transaction information symmetry.

To implement corporate governance and enhance the efficiency of the board. FUBURG has established the “Board of Directors’ Performance Evaluation Regulations” on June 25, 2018. This regulation stipulates that the performance evaluation of the board of directors shall be conducted at least once a year. The evaluation period is at the end of each year. And the results of the evaluation should be reported to the board of directors in the first quarter of the following year.

At the end of the year, each executive unit shall collect information related to the activities of the Board of Directors and fill out the “Board of Directors’ Performance Evaluation Self-Assessment Questionnaire”. Finally, the financial department will send the reports to the Board of Directors for review and improvement after evaluating ratings by the following five major indicators.

1. The degree of participation in the company’s operation.
2. Enhancement of the quality of decision making by the Board of Directors.
3. Composition and structure of the board of directors.
4. Appointment of directors and continuing advanced studies of directors.
5. Internal control.

The evaluations of the board performance were all in compliance with the regulations without significant abnormalities for the year 2020. And the evaluation results had reported to the Board of Directors on March 24, 2021.

Fuburg Industrial Co., Ltd. upholds the principle of integrity and open communication. The “Code of Integrity Management” and the “Procedures for Integrity Management and Guidelines for Conduct” were approved by the Board of Directors on May 11, 2015.

To ensure sound integrity management, each department is responsible for implementing relevant tasks under the supervision of the designated management unit, with regular (at least annually) reporting to the Board of Directors.

Department Responsibilities:

1. Office of the General Manager

• • Integrate integrity and ethical values into the company’s business strategy.
  • Plan internal structures and responsibilities, and establish mutual checks and balances in high-risk business activities to prevent dishonest conduct.

2. Administration Department

• • Collaborate on developing regulatory-compliant preventative programs to ensure integrity in business operations, including standard operating procedures and conduct guidelines.
  • Promote and coordinate training and communication of the company’s integrity policies.

3. Audit Office

• • Assist the Board and management in auditing and evaluating the effectiveness of preventive measures related to integrity management.
  • Regularly assess compliance within business processes and report findings.

Education and Training

Fuburg upholds integrity as a core value by:

• Regularly evaluating suppliers to avoid transactions with those having records of dishonest behavior.
• Providing anti-corruption education during employee onboarding.
• Reinforcing integrity policies through periodic internal meetings and training sessions.

All directors and senior managers are required to sign a “Declaration of No Breach of Integrity Principles.” In 2023, all 7 directors signed, achieving a 100% signing rate.

New employees must also sign a “Compliance with Integrity Management Policy Declaration,” agreeing to follow the company’s “Code of Integrity Management,” “Procedures and Conduct Guidelines,” and “Code of Ethical Conduct.” In 2024, 31 new employees signed the declaration, with a 100% signing rate.

Whistleblowing Policy

To reinforce our commitment to ethical operations, Fuburg has established a comprehensive whistleblowing mechanism. Employees and stakeholders are encouraged to report the following:

• Corruption, fraud, or illegal activities
• Conflicts of interest or improper transactions
• Workplace misconduct (e.g., harassment, discrimination, bullying)
• Any behavior that violates company regulations

We offer multiple reporting channels, including phone, email, and postal mail. All cases are handled by an independent unit to ensure fairness and confidentiality.

Whistleblower Protection

• Strict confidentiality of the whistleblower’s identity and information
• Prohibition of retaliation in any form
• Anonymous reporting is accepted

Fuburg regularly reviews and improves its whistleblowing system to enhance internal control and uphold corporate integrity.

In accordance with Article 10 of ” Corporate Governance Best Practice Principles”, insiders are prohibited from trading securities using information not disclosed to the market. Measures include, without limitation, those prohibiting a director from trading its shares during the closed period of 30 days prior to the publication of the annual financial reports and 15 days prior to the publication of the quarterly financial reports.
Execution Situation
FUBURG promotes “Procedures for Handling Material Internal Information” and related laws to the directors, managers and employees at least once a year. For the new recruits, the recruiters will promote during the pre-service training.
FUBURG notified the directors of the date of the board meetings of the year 2025. We also notified the directors by E-mail before each closed period to announce the directors should not trade their shares during the closed period of 30 days prior to the announcement of the annual financial report and 15 days prior to the announcement of the quarterly financial report, in order to avoid the directors’ misunderstanding of this regulation.