ESG

ASPEED Technology has established the "Corporate Governance Best Practice Principles" and the "Code of Ethical Conduct", building an effective corporate governance framework and relevant ethical standards. We uphold operational transparency, emphasizing the rights of shareholders and society. At the same time, we believe that corporate governance must be built on a sound and complete system of the Board of Directors and various committees, including the Audit Committee, the Remuneration Committee, and the Sustainability Committee, which jointly bear the responsibility of assisting the company's operations and fulfilling supervisory duties. To maintain transparency of company information, in 2022, we passed the "Management Procedures for Preventing Insider Trading and Material Non-Public Information Handling Procedures." ASPEED Technology has also set up an “Investor Relations” section on the company's website, where the public can view and download the company's annual reports in both Chinese and English, investor conference information, and publicly disclosed financial information. The “Corporate Governance” section also provides relevant regulations, including the company's “Articles of Incorporation”, "Corporate Governance Best Practice Principles", and "Code of Ethical Conduct" for public reference. Board resolutions and related information can also be found on the website. In the future, we will continue to strive towards making information more transparent and easily accessible.

To enhance the performance of corporate governance and comprehensively strengthen corporate governance, we follow the "Corporate Governance 3.0 - Sustainable Development Roadmap" issued by the Financial Supervisory Commission, promoting corporate sustainable development. Based on the results of corporate governance evaluations, we continuously make improvements, including detailed disclosure of specific matters in annual reports and on the company website, adopting candidate nomination system for the election of directors and independent directors, and actively promoting corporate social responsibility, environmental protection, integrity management, employee care, social feedback, and information security. ASPEED Technology obtained ISO27001 Information Security Management international certification in 2022. In 2023, we appointed a dedicated corporate governance officer. To implement corporate integrity management, we have established a whistleblower system platform through an external impartial third party, with an independent director tracking and auditing mechanism, leading the industry in going online. Additionally, after completing the election of the 8th Board of Directors in 2024, we added a female director member, continuing to strive for gender equality and a corporate culture of diversity and inclusion, and to implement corporate social responsibility.

Board of Directors

Implementation of Board Independence and Diversity

The company's 8th Board of Directors is composed of nine directors, including four independent directors, accounting for 44% of the total number of directors. All independent directors signed the declaration confirming compliance with professional qualifications, independence, and part-time job regulations on May 30, 2024, when they were elected. The company's Board of Directors and its members meet the independence requirements mandated by regulations, without any violations of the provisions in Paragraphs 3 and 4 of Article 26-3 of the Securities and Exchange Act.

The company has established a policy for the diversification of board members. According to the "Corporate Governance Best Practice Principles," the composition of the Board of Directors considers diversity. Except that the number of directors concurrently serving as company managers should not exceed one-third of the board seats, external board members come from different industries and academia, each with expertise and experience in various fields such as management, finance and accounting, technology, international markets, decision-making leadership, law, and intellectual property.

To enhance the diversity of the Board of Directors, the company has also added a female board member to the 8th Board of Directors. The long-term goal is for independent directors to make up more than half of the board seats, and for board members of different genders to account for no less than one-third of the seats. The current implementation of the board diversity policy is shown in the table below.

Operation of the Board

A total of 6 meetings of the Board of Directors were held in 2023. The attendance of the directors is shown as follows:

Other Required Notes for the Board Meetings:

1. If any of the following circumstances occur, the dates of the meetings, sessions, contents of motion, all independent directors’ opinions and the company’s response should be specified:
   1. Matters referred to Article 14-3 of the Securities and Exchange Act.:

      Date of meeting	Meeting	Content of motion	Independent director’s opinion	Handles the opinions of independent directors
      Mar 6, 2023	7th-term 11th	(1) Approval Amendment to “Procedures for Ethical Management and Guidelines for Conduct” (2) Approval of “The Review Procedures for Non-Assurance Services Pre-Approval" (3) Approval of the appointment of CPAs (4) Approval of 2022 employee bonus and board directors’ remuneration (5) Approval of the statement of declaration of internal control	Proposal was approved as proposed	None
      May 8, 2023	7th-term 12th	Approval of 2022 manager’s salary allocation
      May 30, 2023	7th-term 13th	Approval of strategic investment to Polytron.AI Pte. Ltd.
      Aug 7, 2023	7th-term 14th	(1) Approval of “Award Rules for 2023 Employee Cash-settled Restricted Stock Units" (2) Approval of the allocation of 2023 board directors’ remuneration
      Nov 6, 2023	7th-term 15th	(1) Approval of 2023 Employee Cash-settled Restricted Stock Units allocation (2) Approval of “Three-Party Joint Purchase Contact” with Cupola360 Inc. (3) Approval of AST1800 Capex Budget (4) Approval of the independence and competency assessment of the company’s CPAs
      Dec-15 2023	7th-term 16th	(1) Approval of loans to Cupola360 Inc. (2) Approval of strategic investment to GRAID Technology Inc.

   2. Other matters involving objections or expressed reservations by independent directors that were recorded r stated in writing that require a resolution by the board of directors.：None.
2. If there are directors’ avoidance of motions in conflict of interest, the directors’ names, contents of motion, causes for avoidance and voting should be specified:

   Date of Board of directors	Content of Motion	Name of Director	Causes for Avoidance	Voting or Not
   May-08 2023	Approval of 2023 managers’ salary allocation	Chris Lin	Manager’s salary	Note 1
   		Luke Chen	Manager’s salary
   Nov-06 2023	Approval of 2023 Employee Cash-settled Restricted Stock Units allocation	Chris Lin	Manager’s bonus	Note 2
   		Luke Chen	Manager’s bonus

Note 1: All motions were approved by all attending directors as proposed, except for the motion regarding 2023 managers’ salary allocation on May 8, 2023, where director Chris Lin and Luke Chen recused themselves to avoid conflicts of interest in accordance with the law.

Note 2: All motions were approved by all attending directors as proposed, except for the motion regarding 2023 Employee Cash-settled Restricted Stock Units allocation on Nov. 6, 2023, where director Chris Lin and Luke Chen recused themselves to avoid conflicts of interest in accordance with the law.

Operation of the Audit Committee

A total of 5 meetings of the Audit Committee were held in 2023. The attendance of the Independent Directors is shown in the following table.

Title	Name	Attend in Person	By Proxy	Percentage of Actual Attendance (%)	Remark
Convener	Chyan Yang	5	0	100%	None
Member	Dyi-Chung Hu	5	0	100%	None
Member	Sheng-Lin Chou	5	0	100%	None
Member	John C. Lin	5	0	100%	None

Other Required Notes for the Audit Committee Meeting:

1. The operation of the Audit Committee shall state the date and period of the Board meeting, the content of the motion, the result of the Audit Committee’s resolution and the Company’s handling of the Audit Committee’s opinion, if any of the following circumstances apply:
   1. Matters referred to Article 14-5 of the Securities and Exchange Act.:

      Date of meeting	Meeting		Content of Motion	Any Independent Director had a Dissenting Opinion or Qualified Opinions
      Mar. 7, 2023	2nd-term	7th	(1) Approval of the appointment of CPAs (2) Approval of “The Review Procedures for Non-Assurance Services Pre-Approval" (3) Approval of IPs purchase (4) Approval of the statement of declaration of internal control	None
      May 8, 2023	2nd-term	8th	Approval of 2023 CPAs’ compensation
      Aug. 7,2023	2nd-term	9th	Approval of Amendment to “The Approval Authorization Matrix”
      Nov. 6, 2023	2nd-term	10th	(1) Approval of the independence and competency assessment of the company’s CPAs (2) Approval of “Three-Party Joint Purchase Contact” with Cupola360 Inc. (3) Approval of 2024 Audit Plan
      Dec. 15, 2023	2nd-term	11th	Approval of loans to Cupola360 Inc.

   2. Other resolution which was not approved by the Audit Committee but was approved by two thirds or more of all directors: None.
2. The independent director should state the name of the independent director, the content of the motion, the reasons for the evasion of interest and the circumstances of voting: None.
3. Communications of Independent Directors with internal auditors and CPAs:
   1. Independent Directors and internal auditor regularly communicate with each other among the meetings of Audit Committee and the communication functioned well. Internal auditor presents the execution and improvement of audit plan among the meetings. Also, they communicate and exchange ideas to assess internal control effectiveness.
   2. Independent Directors and CPAs regularly communicate with each other among the meetings of Audit Committee. CPAs report the Company’s financial results and fully discuss with Independent Directors on the issues related to financials, taxes, internal control, etc.

Operation of the Remuneration Committee

A total of 3 meetings of the Remuneration Committee were held in 2023. The attendance of the Independent Directors is shown in the following table.

Title	Name	Attend in Person	By Proxy	Attendance Rate (%)	Note
Convener	Chyan Yang	3	0	100%	None
Member	Dyi-Chung Hu	3	0	100%	None
Member	Sheng-Lin Chou	3	0	100%	None
Member	John C. Lin	3	0	100%	None

Other Required Remarks for Remuneration Committee:

1. To improve corporate governance and strengthen the functions of the board of directors, the Remuneration Committee assists directors to implement and evaluate the remuneration of company’s directors and managers.
2. In cases the Board doesn’t adopt or revise Remuneration Committee’s proposals, the Company shall list date/number of the Board meeting, agenda, the Board’s resolution and the Company’s response to Remuneration Committee’s proposal: None.
3. In cases the Remuneration Committee members have dissenting opinions or qualified opinions against the resolution and recorded with notes in paper, the Company shall list date, number of the Remuneration Committee meeting, agenda, all members’ opinion and the follow-up of the members’ opinion: None.
4. The content of the motion, the result the Remuneration Committee’s resolution and the Company’s handling of the Remuneration Committee’s opinion:

   Date of meeting	Meeting		Content of motion	Any Independent Director had a Dissenting Opinion or Qualified Opinions
   May 8, 2023	5th-term	7th	Approval of 2023 managers’ salary allocation	None
   Aug. 7, 2023	5th-term	8th	Approval of 2023 board directors’ remuneration allocation	None
   Nov. 6, 2023	5th-term	9th	Approval of 2023 employees’ CSU (cash-settled restricted stock unit) plan	None

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