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Sustainable Governance Framework

Performance of the Board of Directors

The Board of Directors is the highest governance body of Yulon Motor mainly in charge of guiding the Company’s operational strategy, overseeing the management and is responsible for the Company and its shareholders. According to relevant regulations, one general meeting of shareholders shall be held annually, one general meeting of the Board of Directors shall be held quarterly, and special meetings may be held when necessary. The Board of Directors is composed of nine professionals who have rich experience in the industry or academia, including six directors and three independent directors, and they all have professional abilities in finance, accounting, management or law and hold a 3-year term of office. We believe that the diverse approach for corporate governance is helpful for improving the Company’s overall performance, so all current members have constituted a board of diversity with their complementary cross-industry skills. The Board of Directors has already included one female member. Note 2

The nine directors (three independent) of the 17th Board of Directors are equipped as a whole with the capabilities of operational judgment, decision-making leadership, business administration, global views, and crisis handling. Among them, Chairwoman Yen Chen Li- Lien, Vice Chairman Tso, Chi-Sen, and Director Shin-I Lin and Zhen-Xiang Yao are equipped with industrial experience and professional capabilities in leadership, operational judgment, business administration, crisis handling, industrial knowledge and global views, while Director Jack, J.T .Huang and Independent Director Yun-Hua Yang are competent in legal affairs, and Director Zhang Liang and Independent Director Zhongqi Zhou and Yen-Chin, Tsai are experts in economic financing. The 17th board has 33% of the members with financial expertise, and 22% with legal compliance professionalism. The body of the Board mainly comprises senior and experienced members over 50 years old.

Yulon Motor’s Board members are first nominated by the Board of Directors where the qualification of an independent director was reviewed by the Board, and raised forward to a shareholders’ meeting for election. Candidates for directors are nominated based on their contribution to the diversity of the Board, independency and professionality in addition to their experience in academia and in the industry.

Please refer to Yulon Motor’s annual report and major corporate regulations for details regarding the composition of the Board, major resolutions made in the fiscal year and regulations for corporate governance.

Note 1: The Chairperson of Yulon Motor internally presides the shareholders’ meetings, the meetings of the board of directors, and the meetings of the managing directors whereas the President is the head of senior management. The Chairperson and the President are not the same person.

Note 2: In 2022, there was yet any representative of disadvantaged groups sitting on Yulon Motor’s Board of Directors.

Governance framework

Governance framework
People

Operation of the functional committees

For a more comprehensive protection of stakeholders’ rights, Yulon Motor has established the functional committees to coordinate and process various functional issues, thereby enhancing the operational efficiency of the governance organization.

Name of committee Major responsibilities Composition of members The state of operation in 2022
No. of meetings held Average attendance
of committee members
Compensation Committee The committee is responsible for setting and reviewing the policies, systems, standards and structures of long-term performance goals and remuneration for the Company’s directors and managerial officers, regularly evaluating the achievement of the performance goals for the directors and managerial officers, and setting their individual remuneration. Composed of three independent directors 3 times
(a minimum of 2 times per year)
100%
Audit Committee Responsible for the fair presentation of the Company’s financial statements, the selection (dismissal) and independence of CPAs, the effective implementation of internal controls, and the control on existing or potential risks to the Company, thereby strengthening our internal control mechanism. Composed of three independent directors 1 times
(a minimum of 2 times per year)
100%
Sustainable Development Committee Responsible for examining the Company’s sustainability strategies and its implementation of ESG initiatives so as to assist Yulon Motor in the continuous pursuit and implementation of such ESG initiatives Composed of three independent directors 7 times
(a minimum of once per quarter)
100%

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