OEP

Corporate Governance Implementation Status

Through a company resolution passed by the board of directors meeting on August 6, 2021, the Company appointed Ms. LEE, YU-LIN, the vice president of the Operation Service Center as the Corporate Governance Officer. Ms. Lee has a minimum of three-year experience in conducting financial operations and business management in listed companies.

A.The main duties are the following:

Handling of matters relating to board of directors meetings and shareholders meetings in compliance with law;
Preparation of minutes of the board of directors meetings and shareholders meetings;
Assistance in onboarding and continuing education of the directors and supervisors;
Provision of information required for performance of duties by the directors and supervisors;
Assistance in the directors' and supervisors' compliance of law; and
Other matters described or established in the articles of incorporation or under contract.

B.Continuing Education Training of Corporate Governance Officer in 2022 Year

Date	Host by	Course Title	Duration	No. of hours
2022/08/25	Taipei Exchange	The Insider Equity Publicity Seminar of the Company Over-the-counter Market	3.0	12.0
2022/10/25	Taiwan Corporate Governance Association	Interpretation of important corporate governance judgments: focusing on directors' responsibilities	3.0
2022/11/11	Securities & Futures Institute	Listed OTC Company - Derivatives Trading Strategy and Market Outlook Seminar	3.0
2022/11/25	Taiwan Corporate Governance Association	Legal Restriction and Judgment Analysis of Directors and Supervisors' Equity	3.0

Corporate Operation Organizational Char

Board of Directors
The 17^th Board of Directors consists of 7 directors (including 4 independent directors). All serve for three-year terms. The term of office of the current Board of Directors is from June 30, 2022 to June 29, 2025.

Board of Directors

The 17^th Board of Directors consists of 7 directors (including 4 independent directors).

All serve for three-year terms. The term of office of the current Board of Directors is from June 30, 2022 to June 29, 2025.

Chairman Taiwan Excelsior Co., Ltd. Representative: Peter Tsai	Bachelor of Chinese Literature, Soochow University Chairman, Orient EuroPharma Co., Ltd.
Director Taiwan Excelsior Co., Ltd. Representative: Cynthia Lin	Bachelor of Commerce, National Taiwan University Supervisor, Babecare Co., Ltd.
Director Calvin Tsai	Accounting, University of California. Riverside, USA General Manager, Orient EuroPharma Co., Ltd.
Independent Director Hwa-Min, Lin	Master of Business Administration, Keio University, Japan Chairman and General Manager, IFCT Consulting Co., Ltd.
Independent Director Praveen Tyle	Doctor of Philosophy, Pharmacy Ohio State University, Columbus, OH, USA Founder, Potens Pharmaceuticals, LLC, USA Board member & Audit Committee member & Chairman Compensation Committee, Kiora Pharmaceuticals Inc., USA Board member & Audit Committee member & Chairman Compensation Committee Skye Bioscience Inc., USA
Independent Director HSU, CHIN-HSIN	Master of Law, Northwestern University Associate Partner of Formosa Transnational Attorneys at Law Magistrate of Taiwan Keelung District Court, Assistant judge of Kaohsiung divisional courts of Taiwan High Court General counsel of Mercuries & Associates Holding, Ltd. Board member, CMG INTERNATIONAL ONE CO. LTD. Board member, CMG INTERNATIONAL TWO CO. LTD. Board member, FRAMOSA CO., LTD.
Independent Director LIN, SHUI-YUNG	Master of International Tax, Northrop University Consultant of ICC Taipei KAULIN MANUFACTURING CO., LTD 柳營儲能股份有限公司董事

Diversity of Board Members

In order to strengthen corporate governance and promote the ideal development of board composition and structure, the “policy of board diversity” listed in the “Corporate Governance Best Practice Principles” formulated by our company on November 6, 2020 has highlighted: the composition of the board of directors should give serious consideration to the demands of the company, including business model, direction of business management and future development trends, and evaluate all kinds of diversity aspects but not limited to the following two standards:

1. basic requirements and values: gender, age, nationality etc.

2. professional knowledge and skills: professional background(law, accounting, Knowledge of the industry, financial analysis etc.) and professional experience.

Each board member shall have the necessary knowledge, skills, and literacy to perform their duties. To achieve the ideal goal of corporate governance, the board of directors shall possess the following abilities:

1. Ability to make operational judgement

2. Ability to perform accounting and financial analysis

3. Ability to conduct management administration

4. Ability to conduct crisis management

5. Knowledge of the industry

6. International market perspective

7. Ability to lead

8. Ability to make policy decisions

The present board of our company is formed by 7 directors (4 independent directors). The board members all possess rich experience and specialty in the fields of finance and business management. In addition, the composition of the board of directors is determined by taking gender equality into consideration, with female directors accounting for 10% of the total. 2 female director is included among the current 7 directors, which is 95.92%.

Name	Gender	Ability to make operational judgement	Ability to perform accounting and financial analysis	Ability to conduct management administration	Ability to conduct crisis management	Knowledge of the industry	International market perspective	Ability to lead	Ability to make policy decisions
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Peter Tsai	Male
Cynthia Lin	Female
Calvin Tsai	Male
Hwa-Min Lin	Male
Praveen Tyle	Male
HSU, CHIN-HSIN	Female
LIN, SHUI-YUNG	Male

Audit Committee
The Company establishes the Audit Committee on 30 June 2022, comprising of 4 independent directors. The purpose is to assist the Board of Directors in discharging its duty to monitor the quality and integrity of the accounting, auditing, financial reporting procedures, and financial control of the Company. The term of office of the current Audit Committee is from June 30, 2022 to June 29, 2025.

Audit Committee

The Company establishes the Audit Committee on 30 June 2022, comprising of 4 independent directors. The purpose is to assist the Board of Directors in discharging its duty to monitor the quality and integrity of the accounting, auditing, financial reporting procedures, and financial control of the Company.

The term of office of the current Audit Committee is from June 30, 2022 to June 29, 2025.

Chairman & Independent Director

Hwa-Min, Lin

Master of Business Administration, Keio University, Japan
Chairman and General Manager, IFCT Consulting Co., Ltd.

Independent Director

Praveen Tyle

Doctor of Philosophy, Pharmacy Ohio State University, Columbus, OH, USA
Founder, Potens Pharmaceuticals, LLC, USA
Board member & Audit Committee member & Chairman Compensation Committee, Kiora Pharmaceuticals Inc., USA
Board member & Audit Committee member & Chairman Compensation Committee Skye Bioscience Inc., USA

Independent Director

HSU, CHIN-HSIN

Master of Law, Northwestern University
Associate Partner of Formosa Transnational Attorneys at Law
Magistrate of Taiwan Keelung District Court, Assistant judge of Kaohsiung divisional courts of Taiwan High Court
General counsel of Mercuries & Associates Holding, Ltd.
Board member, CMG INTERNATIONAL ONE CO. LTD.
Board member, CMG INTERNATIONAL TWO CO. LTD.
Board member, FRAMOSA CO., LTD.

Independent Director

LIN, SHUI-YUNG

Master of International Tax, Northrop University
Consultant of ICC Taipei
Independent Director, KAULIN MANUFACTURING CO., LTD
柳營儲能股份有限公司董事

Audit Committee Role & Responsibilities
According to the Company’ s Procedural Rules for Audit Committee Charter, the powers of the Committee are as follows: The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act. Assessment of the effectiveness of the internal control system. The adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others. Matters in which a director is an interested party. Asset transactions or derivatives trading of a material nature. Loans of funds, endorsements, or provision of guarantees of a material nature. The offering, issuance, or private placement of equity-type securities. The hiring or dismissal of a certified public accountant, or their compensation. The appointment or discharge of a financial, accounting, or internal audit officer. Annual and semi-annual financial reports. Other material matters as may be required by this Corporation or by the competent authority.

Audit Committee Role & Responsibilities

According to the Company’ s Procedural Rules for Audit Committee Charter, the powers of the Committee are as follows:

The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
Assessment of the effectiveness of the internal control system.
The adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others.
Matters in which a director is an interested party.
Asset transactions or derivatives trading of a material nature.
Loans of funds, endorsements, or provision of guarantees of a material nature.
The offering, issuance, or private placement of equity-type securities.
The hiring or dismissal of a certified public accountant, or their compensation.
The appointment or discharge of a financial, accounting, or internal audit officer.
Annual and semi-annual financial reports.
Other material matters as may be required by this Corporation or by the competent authority.

Summary of the major work of the Audit Committee during the Year
Audit Committee has held 4 meetings in 2022 reviewing the following matters: Appropriate expression of financial statements and reports of the Company. Appointment, impartiality and performance of the certifying accountant. Effective enforcement of internal controls of the Company. Compliance with relevant laws, regulations and rules of the Company. Loans of funds, endorsements, or provision of guarantees of a material nature.

Summary of the major work of the Audit Committee during the Year

Audit Committee has held 4 meetings in 2022 reviewing the following matters:

Appropriate expression of financial statements and reports of the Company.
Appointment, impartiality and performance of the certifying accountant.
Effective enforcement of internal controls of the Company.
Compliance with relevant laws, regulations and rules of the Company.
Loans of funds, endorsements, or provision of guarantees of a material nature.

Operation of the Audit Committee for 2022 year
Please refer the file, “Operation of the Audit Committee for 2022 year”.

Remuneration Committee
The 4^thRemuneration Committee consists of 3 members. The term of current Remuneration Committee members is from June 12, 2019 to June 11, 2022, the same as that of the board of directors by whom they were appointed. 1.Practices of Remuneration Committee(4 meetings were held by February 19, 2021) 2.Reasons for discussion and results of resolutions

Remuneration Committee

The 4^thRemuneration Committee consists of 3 members. The term of current Remuneration Committee members is from June 12, 2019 to June 11, 2022, the same as that of the board of directors by whom they were appointed.

1.Practices of Remuneration Committee(4 meetings were held by February 19, 2021)

2.Reasons for discussion and results of resolutions

Hwa-Min, Lin	Master of Business Administration, Keio University, Japan Chairman and General Manager, IFCT Consulting Co., Ltd.
Praveen Tyle	Doctor of Philosophy, Pharmacy Ohio State University, Columbus, OH, USA Founder, Potens Pharmaceuticals, LLC, USA Board member & Audit Committee member & Chairman Compensation Committee, Kiora Pharmaceuticals Inc., USA Board member & Audit Committee member & Chairman Compensation Committee Skye Bioscience Inc., USA
Kathy Yang	MBA, Human Resources Management, National Central University HR Director, ZT Systems Taiwan

Performance Evaluation of Board Directors
To implement corporate governance and enhance the Company's board functions, and to set forth performance objectives to improve the operation efficiency of the board of directors, this template is established pursuant to Article 37 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies for compliance. The Board has approved at its meeting being held on August 10 2020 for “Rules for Performance Evaluation of Board of Directors”. The Company's board performance evaluation shall be conducted by an external independent professional institution or a panel of external experts and scholars at least once every 3 years. Internal and external board performance evaluations shall be completed before the end of the first quarter of the following year. The procedures for the Company's board performance evaluation are as follows:
1. The Company shall take into consideration its condition and needs when establishing the criteria for evaluating the performance of the board of directors, which should cover, at a minimum, the following five aspects: (1) Participation in the operation of the company; (2) Improvement of the quality of the board of directors' decision making; (3) Composition and structure of the board of directors; (4) Election and continuing education of the directors; and (5) Internal control.
2. The criteria for evaluating the performance of the board members (on themselves or peers), should cover, at a minimum, the following six aspects: (1) Alignment of the goals and missions of the company; (2) Awareness of the duties of a director; (3) Participation in the operation of the company; (4) Management of internal relationship and communication; (5) The director's professionalism and continuing education; and (6) Internal control
3. The criteria for evaluating the performance of functional committees should cover, at a minimum, the following five aspects: (1) Participation in the operation of the company; (2) Awareness of the duties of the functional committee; (3) Improvement of quality of decisions made by the functional committee; (4) Makeup of the functional committee and election of its members and (5) Internal control

Performance Evaluation of Board Directors

To implement corporate governance and enhance the Company's board functions, and to set forth performance objectives to improve the operation efficiency of the board of directors, this template is established pursuant to Article 37 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies for compliance.

The Board has approved at its meeting being held on August 10 2020 for “Rules for Performance Evaluation of Board of Directors”.

The Company's board performance evaluation shall be conducted by an external independent professional institution or a panel of external experts and scholars at least once every 3 years.

Internal and external board performance evaluations shall be completed before the end of the first quarter of the following year.

The procedures for the Company's board performance evaluation are as follows:

1. The Company shall take into consideration its condition and needs when establishing the criteria for evaluating the performance of the board of directors, which should cover, at a minimum, the following five aspects:

(1) Participation in the operation of the company;

(2) Improvement of the quality of the board of directors' decision making;

(3) Composition and structure of the board of directors;

(4) Election and continuing education of the directors; and

(5) Internal control.

2. The criteria for evaluating the performance of the board members (on themselves or peers), should cover, at a minimum, the following six aspects:

(1) Alignment of the goals and missions of the company;

(2) Awareness of the duties of a director;

(3) Participation in the operation of the company;

(4) Management of internal relationship and communication;

(5) The director's professionalism and continuing education; and

(6) Internal control

3. The criteria for evaluating the performance of functional committees should cover, at a minimum, the following five aspects:

(1) Participation in the operation of the company;

(2) Awareness of the duties of the functional committee;

(3) Improvement of quality of decisions made by the functional committee;

(4) Makeup of the functional committee and election of its members and

(5) Internal control

Performance evaluation method
The evaluation is collected by the Operation Service Center. The evaluation results will be reported to the Board before the end of the first quarter of the following year. “Results of Performance Evaluation of Board of Directors for Year 2022” have been completed on February 2023. Aforesaid have been reported at Board meeting on February 22 The 2022 results is between 94%~100%.The Company has formulated relevant policies and procedures for the operation of the board of directors in accordance with relevant laws and domestic corporate governance indicators in all aspects. At the same time, the board is composed of directors with relevant professional abilities, and work assignments based on different professions experiences. Operation of the Board is smooth and comprehensive.

Performance evaluation method

The evaluation is collected by the Operation Service Center. The evaluation results will be reported to the Board before the end of the first quarter of the following year.
“Results of Performance Evaluation of Board of Directors for Year 2022” have been completed on February 2023. Aforesaid have been reported at Board meeting on February 22
The 2022 results is between 94%~100%.The Company has formulated relevant policies and procedures for the operation of the board of directors in accordance with relevant laws and domestic corporate governance indicators in all aspects. At the same time, the board is composed of directors with relevant professional abilities, and work assignments based on different professions experiences. Operation of the Board is smooth and comprehensive.

Results of Annual Performance Evaluation of Board of Directors
Results of Performance Evaluation of Board of Directors for Year 2020 Results of Performance Evaluation of Board of Directors for Year 2021 Results of Performance Evaluation of Board of Directors for Year 2022

Results of Annual Performance Evaluation of Board of Directors

Results of Performance Evaluation of Board of Directors for Year 2020

Results of Performance Evaluation of Board of Directors for Year 2021

Results of Performance Evaluation of Board of Directors for Year 2022

Articles of Incorporation and Regulations

Human Rights Policy

Articles of Incorporation

Rules of Procedure for Shareholders Meetings

Procedures for Election of Directors and Supervisors

Rules of Procedure for Board of Directors Meetings

Rules Governing the Scope of Powers of Independent Directors

Remuneration Committee Charter

Procedures for Handling Material Inside Information

Handling Procedure for Acquisition and Disposal of Assets

Procedure for Making of Endorsements/Guarantees

Procedure for Loan to Others

The policy of Risk Management

Corporate Governance Best Practice Principles

Corporate social responsibility Principles

Procedures for Ethical Management and Guidelines for Conduct

Self-Evaluation of the Board of Directors

【FY2020】Board Members’ Self And Peer-Evaluation Questionnaire

【FY2020】Board Of Directors’ Self-Evaluation Questionnaire

【FY2020】Compensation Committee’ s Self-evaluation Questionnaire

The implementation of preventing insider trading

1.The Company has established “Operating Procedures for Handling Internal Material Information” to prohibit all directors, managerial officers, employees or any other person who acquires knowledge of the Company's internal material information due to that person's capacity or position, occupation, or controlling relationship of the Company may divulge such information to others. No director, managerial officer or employee of the Company may seek to obtain or collect any internal material information of the Company from any person having knowledge of such information and such information is not within the scope of their office functions. They also may not divulge to others any non-public internal material information of the Company coming to their knowledge not as a result of performing their duties.

2.On August 6 2021, the Company has arranged Internal Education Training which has included “The Prevention of short-sing trading and Insider Trading” & “The Civil and Criminal Liabilities of Insider Trading” for all directors, supervisor and relevant personnel (total of 13 people involved). In addition, the Company makes the “Operating Procedures for Handling Internal Material Information” as a part of New Employee Orientation Programs on insider trading prevention to raise awareness.

Elaboration on Internal Auditing Organization and Operation

Purpose of Internal Audit

The purpose of setting up internal audits at OEP is to examine and evaluate the validity of internal control systems, measure operational efficiency and compliance with applicable laws, and provide improvement suggestions whenever needed so as to ensure the continuous effective implementation of internal control.

Internal Auditor Setup

Our company has one internal auditor who is directly responsible to the Board of Directors.

Operation of Internal Audits

1. Scope of Audit:

Internal auditing works include inspecting and evaluating the adequacy and validity of the internal control systems of the company’s departments as well as performance in business activities.

2. Target of Audit:

Targets include all business activities that are responsible by all units of the company and associated branches.

3. Method of Audit:

In principle, auditors should conduct onsite auditing on the unit under audit and may ask the unit under audit to provide documents, accounting books, certificates, and other printed information for auditing.

4. Internal Audit Operating Procedures:

Audit works include audit planning, information inspection and assessment, result communication, and follow-up reviews.
Annual audit plans should be based on risk assessments. Audit procedures should be established for individual cases and compiled into work sheets.
At the end of an onsite audit, audit results must be fully communicated to the head of the unit under audit. When necessary, improvement plans and expected date of completion for the unit under audit should be obtained, and auditors should track any actions of improvements.

5. Submission of Audit Report:

Auditors should truthfully disclose errors and irregularities identified during inspection in audit reports, and
conduct follow-up on these findings and produce them into a follow-up report.