Corporate governance structure

Item Evaluated

Operational Situation (Note)

Deviations from “The Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons

Yes

No

Abstract Description
1. Has the company established and disclosed its corporate governance practices in accordance with the Corporate Governance Practices for Listed and OTC Companies? √   The Company adopted its “Corporate Governance Code” on September 29, 2020, with the first amendment made on March 21, 2023, and the most recent amendment effective on May 6, 2025. The Code is disclosed on the Taiwan OTC Market and the Company's website. No differences
2. Company Shareholding Structure and Shareholder Rights
（1）Has the company established internal operating procedures for handling shareholder proposals, inquiries, disputes, and litigation matters, and does it implement these procedures accordingly? √  
  1. The Company has appointed a stock transfer agent in Taiwan to handle shareholder affairs and has established a dedicated shareholder services unit.
  2. The Company has designated a spokesperson and alternate spokesperson who handle shareholder suggestions, inquiries, disputes, and litigation matters in accordance with established procedures. Investors may also contact the spokesperson or alternate spokesperson directly via the Company website at http://www.ikka.com.tw → Investor Relations → Shareholder Q&A.
 No differences
（2）Does the company maintain a list of the major shareholders who exercise actual control over the company and the ultimate controllers of such major shareholders? √   The company's shareholder information is managed by the relevant shareholder services department. No differences
（3）Has the company established and implemented risk management and firewall mechanisms between related companies? √   Transactions with affiliated companies are governed by the “Supervision and Management Measures for Subsidiaries” and the “Operational Guidelines for Financial and Business Transactions Among Affiliated Companies,” which regulate relevant matters and ensure compliance. Each subsidiary conducts daily operations in accordance with internal control systems and procedures. The Company's audit department, finance department, or commissioned accountants conduct regular and ad hoc audits. No differences
（4）Has the company established internal regulations prohibiting insiders from trading securities based on undisclosed market information? √   The Company established the “Internal Procedures for Handling Material Information and Preventing Insider Trading” on March 25, 2020. with the most recent revision dated February 16, 2023. These procedures explicitly require all personnel to comply with the Securities and Exchange Act, prohibiting the use of undisclosed information for insider trading or its disclosure to others to prevent such activities. A whistleblower mechanism has been added to ensure effective enforcement. No differences
3. Composition and Responsibilities of the Board of Directors
（1）Has the Board formulated a diversity policy, specific management objectives, and plans for implementation? √  
  1. The composition of the Company's Board of Directors is determined based on its operational requirements, business model, and development needs, comprising members with industry expertise, management experience, and financial accounting specialization.
  2. For details regarding the Company's Board Diversity Policy, Management Objectives, and Implementation Status, please refer to page 12 of this handbook.
 No differences
（2）In addition to establishing a Compensation Committee and an Audit Committee as required by law, does the company voluntarily establish other types of functional committees?   √ The Company established a “Sustainability Committee” by resolution of the Board of Directors on May 8, 2024, and will operate on an annual basis.
The work plan will progressively implement relevant sustainability operations.		 No differences
（3）Has the company established a board performance evaluation policy and methodology, conducts annual and regular performance evaluations, submits the evaluation results to the board, and uses them as a reference for individual directors' compensation and nomination for reappointment? √   The Company adopted the Board Performance Evaluation Measures at the Board meeting held on September 29, 2020. The evaluation results for the 2024 fiscal year were submitted to the Board on January 14, 2025, with the Board instructing the relevant units to review and develop improvement plans for those who did not achieve the highest score. The evaluation results have been posted on the Company's website.
The Company has established the “Remuneration Payment Measures for Directors and Functional Committees” to ensure compliance with regulations governing remuneration disbursements for directors and members of legally constituted functional committees, including the Audit Committee and Compensation Committee.		 No differences
（4）Does the company regularly assess the independence of its audit accountants? √   The assessment of the independence and competence of the Company's 2024 certifying accountants is attached, including the accountants' declaration, the certifying accountants' review and evaluation form, with reference to the “Guidelines for the Exercise of Powers by Independent Directors and Audit Committees” issued by the Corporate Governance Association of China and Audit Quality Indicators (AQIs). The assessment was submitted to and approved by the Audit Committee on December 21, 2023, and subsequently approved by the Board of Directors on December 21, 2023.
Visa Accountant Review Evaluation Form: The assessment items are divided into the following three major dimensions and evaluated item by item:
  1. Independence Assessment (13 questions, 42% of total score).
  2. Aptitude Assessment (9 questions total, accounting for 29%).
  3. Performance Evaluation Assessment Results (9 questions, 29% of total score).
Evaluation Results:
The annual financial statements were certified by Certified Public Accountants Ruan Luyanyu and Cai Yitai of PwC Taiwan. After evaluation, both accountants were found to meet the Company's standards for independence and competence, with no violations of independence requirements. They are deemed qualified to serve as the Company's certifying accountants.		 No differences
4. Do listed and over-the-counter companies appoint competent and appropriately sized corporate governance personnel, and designate a corporate governance officer responsible for corporate governance-related matters (including but not limited to providing directors with information necessary for performing their duties, assisting directors in complying with laws and regulations, handling matters related to board and shareholder meetings in accordance with the law, and preparing minutes of board and shareholder meetings)?   √
  1. On May 8, 2023, the Board of Directors resolved to appoint Mr. Yang Chao-yu, General Manager of the Taiwan Branch, as the Corporate Governance Officer. He will be responsible for providing directors with information necessary for performing their duties, handling matters related to board and shareholder meetings in accordance with the law, processing company registrations and amendments, and preparing minutes of board and shareholder meet
  2. The Company is incorporated in the Cayman Islands. Considering the necessity of complying with relevant multinational regulations, the registration of business changes is currently entrusted to “Xiehe International Law Firm” to handle in accordance with local Cayman Islands regulations.
 No differences
5. Has the company established communication channels with stakeholders (including but not limited to shareholders, employees, customers, and suppliers), created a dedicated stakeholder section on its website, and appropriately addressed key corporate social responsibility issues of concern to stakeholders? √   The Company's website features a dedicated stakeholder page within its sustainability section, complete with a specialized email response function. Additionally, the Company maintains a spokesperson and alternate spokesperson system. Stakeholders may establish communication channels with spokespersons via the Company's website, telephone, or fax to access information promptly and safeguard the legitimate rights and interests of both parties.
To establish direct and open communication channels with stakeholders (including employees, customers, suppliers, shareholders, investors, and correspondent banks) and respect and safeguard their legitimate rights and interests, the whistleblowing platform is overseen by the Audit Committee, composed of independent directors, which handles stakeholder suggestions and grievances. The independent directors' email address is disclosed on the Company's website.
Website link: Stakeholder Section (ikka.com.tw)		 No differences
6. Has the company appointed a professional shareholder services agency to handle shareholder meeting affairs? √   The Company has entrusted the Agency Department of China Trust Commercial Bank, Ltd. to handle matters related to the shareholders' meeting and all shareholder affairs. No differences
7. Information Disclosure
（1）Does the company maintain a website to disclose financial, operational, and corporate governance information? √   Our company maintains a website at www.ikka.com.tw. All disclosures regarding our financial, operational, corporate governance, and sustainability-related information are published in accordance with regulations on the Taiwan Stock Exchange's Market Information Observation Station and our company website. No differences
（2）Does the company employ other methods of information disclosure (such as establishing an English-language website, designating personnel responsible for collecting and disclosing company information, implementing a spokesperson system, or posting corporate investor presentations on the company website)? √   Our company website is available in Chinese, English, and Japanese (www.ikka.com.tw). It provides information on corporate finance, business operations, corporate governance, and sustainable development. The Administration Department is responsible for collecting and disclosing information on the company website. The company has established a spokesperson and alternate spokesperson system, and information on investor briefings is posted on the company website for investors to review. No differences
（3）Has the company announced and filed its annual financial report within two months after the end of the fiscal year, and announced and filed its first, second, and third quarter financial reports along with monthly operational performance ahead of the prescribed deadlines?   √ The Company currently has no instances of advance disclosure of financial reports. Future decisions regarding such disclosures will be evaluated based on actual needs or regulatory requirements. All financial reports of this company are completed and announced within the prescribed timeframe. Whether to announce and file them in advance will be evaluated separately.
8. Does the company have any other important information that may help understand the operation of corporate governance (including but not limited to employee rights, employee welfare, investor relations, supplier relations, stakeholder rights, training programs for directors and supervisors, implementation of risk management policies and risk measurement standards, implementation of customer policies, and the company's purchase of directors' and officers' liability insurance)?   √ As follows: No differences
(1) Our company adheres to the principles of lawfulness and integrity while prioritizing corporate governance, pursuing sustainable and steady operations. The current status of other governance matters within our company is as follows:
  1. In terms of operational performance:
    To implement corporate governance, the Company has established an effective internal control system and conducted self-inspections. Furthermore, independent directors were elected at the Annual General Meeting on March 20, 2020, introducing an independent director system. This leverages the professional expertise of independent directors to enhance the practical experience of the management team. The Company has also established the “Board Meeting Rules of Procedure,” conducting an annual internal self-assessment of board performance, and commissioning an external entity to evaluate board performance every three years. These proactive measures strengthen the board's functions. To safeguard shareholder rights and enhance transparency, the Company has established a spokesperson and alternate spokesperson system to promptly disclose significant corporate information. Dedicated personnel manage shareholder communications. Furthermore, the Company has established a public information disclosure system in accordance with relevant regulations, enabling shareholders and stakeholders to fully understand the Company's financial and operational status as well as the implementation of corporate governance practices.
    The Company's primary operations involve the development and manufacturing of automotive components. It expands its marketing channels through subsidiary investments. By implementing ISO 14001 and IATF 16949 quality management systems across its subsidiaries, the Company continuously enhances product quality. This approach drives stable revenue and profit growth, striving to create value for shareholders.
  2. Environmental Protection:
    Guided by a commitment to caring for our planet, we fulfill our social responsibility in environmental protection and energy conservation. Upholding the principle of proactively reducing environmental pollution, we ensure our environmental performance complies with environmental regulations and pledge continuous improvement and pollution prevention. Simultaneously, our company implements resource recycling and sorting initiatives, contributing our modest efforts to safeguard the Earth's environment. This approach achieves sustainable corporate operations, ensuring the Earth's vitality endures, and creates a win-win situation for economic development and environmental protection.
  3. Employee Rights and Welfare: Please refer to the Labor-Management Relations section of this annual report (see pages 93–96).
  4. Investor Relations:
    To ensure shareholders fully exercise their rights to be informed, participate in, and decide on major corporate matters, the Company not only sends meeting notices to shareholders prior to shareholder meetings but also establishes the positions of spokesperson and alternate spokesperson to serve as communication channels between the Company and its shareholders, investors, and stakeholders. The Company has also established a corporate website to introduce its products and business operations, enabling the public to understand the Company's status.
  5. Supplier Relations:
    Our company maintains long-standing and positive cooperative relationships with our suppliers.
  6. Rights of Interested Parties:
    The Company fulfills its rights and obligations with stakeholders and correspondent banks in accordance with contractual agreements and relevant operational regulations to safeguard the lawful rights and interests of both parties. The Company provides correspondent banks with sufficient information to enable them to understand the Company's operational and financial status. On January 14, 2025, the Company submitted a report on stakeholder communications for the current fiscal year (2024) to the Board of Directors.
  7. Director Continuing Education Status: All directors of the Company have completed continuing education courses on securities regulations and corporate governance in accordance with the “Guidelines for Continuing Education of Directors and Supervisors of Listed and OTC Companies.” For details on directors' continuing education activities this year, please refer to the section on Director Continuing Education on page 14 of this annual report.
  8. Implementation of Risk Management Policies and Risk Measurement Standards: The Company's risk management policies and measurement standards are effectively implemented through the following risk management organizational structure.
    Key Risk Assessment Considerations Risk Control Direct Unit
    (Business Hosting Unit)    		 Risk Review and Control Board of Directors and Audit Office
    First Mechanism Second Mechanism Third Mechanism
    1. Interest Rate, Exchange Rate, and Financial Risk Finance Department Finance Department
    General Manager
    Chief Strategy Officer    		 Audit Office: Responsible for risk inspection, assessment, supervision, improvement, tracking, and reporting.
    Board of Directors: The decision-making and ultimate control unit for risk assessment and management.
    2. High-risk, high-leverage investments; lending funds to others; derivative trading; financial wealth management investments
    3. Benefits of Investment, Reinvestment, and Mergers and Acquisitions
    4. Policy and Legal Changes Administrative Department Administrative Department
    General Manager
    Chief Strategy Officer
    5. Litigation and Non-litigation Matters
    6. Corporate Image Transformation
    7. Shareholdings of Directors, Supervisors, and Major Shareholders Administrative Department and Shareholder Services Agent
    8. Change in Management Rights
    9. Environmental Safety and Health Administrative Department
    10. Industrial Changes Business Unit Business Unit
    General Manager
    Chief Strategy Officer    		  
  9. Implementation Status of Customer Policies:
    Our company maintains stable and positive relationships with clients, adhering to a quality policy centered on “enhancing operational efficiency, pursuing continuous improvement, and ensuring customer satisfaction.” We have established ourselves as an industry leader excelling in product yield, ongoing refinement, and precision accuracy. We deliver premium products that exceed customer expectations while offering exceptional value, thereby generating corporate profitability.
  10. Circumstances under which the Company purchases directors' and officers' liability insurance:
    The Company has renewed its directors' and officers' liability insurance pursuant to a resolution passed by the Board of Directors on August 7, 2024, and has completed the underwriting process. The insurance period is from September 1, 2024, to August 31, 2025, to mitigate and distribute the risk of significant shareholder damages arising from errors or omissions by directors.
  11. Personnel holding relevant certifications related to financial transparency: 1 individual holds a Certified Public Accountant (CPA) examination certificate, and 1 individual holds a qualified stock affairs personnel certification from the Securities and Futures Institute.
9. Please describe the improvements made based on the corporate governance evaluation results recently released by the Corporate Governance Center of the Taiwan Stock Exchange Corporation for the most recent fiscal year. For any items not yet addressed, propose priority enhancement measures and actions. (Not applicable to companies not included in the evaluation): The Company was listed in May 2021 and participated in the corporate governance evaluation for the third time in 2024. In the 2024 (11th session) corporate governance evaluation, the Company ranked in the 51%–65% percentile among listed companies. The Company will continue to address items where no points were awarded.
Projects Expected to Achieve and Improve in 2025 (12th Edition):
3.13 The company's annual report voluntarily discloses the individual compensation of directors.
3.14 The company's annual report discloses the linkage between the performance evaluation and compensation of directors and managers.
3.21 The company's annual report voluntarily discloses the individual compensation of the general manager and deputy general managers.