Corporate Govemance

To strengthen organizational value, enhance supervisory functions, and ensure sound financial review and control, the “Audit Committee Charter” was adopted and the Audit Committee was established to support the Company in achieving its strategic objectives.

In accordance with the Regulations Governing the Establishment and Exercise of Powers of Remuneration Committees of Companies Whose Stock is Listed on the Taiwan Stock Exchange or Traded Over the Counter by Securities Firms, the “Remuneration Committee Charter” was adopted. The Remuneration Committee was established in December 2011 to ensure a sound compensation system for directors and managers.

To strengthen the Board’s functions and enhance governance mechanisms, the “Nomination Committee Charter” was adopted in accordance with the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies. The Nomination Committee was established in November 2024.

To establish a risk management mechanism and strengthen corporate governance, the “Risk Management Committee Charter” was adopted in accordance with Article 27 of the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies. The Risk Management Committee was established in November 2024.

To achieve sustainability objectives and effectively promote sustainability initiatives, Shuang-Bang established the Sustainability Development Committee in 2022 as the decision-making and supervisory body for sustainability-related matters. To further strengthen sustainability governance, the Committee was restructured in December 2024, and the “Sustainability Development Committee Charter” was adopted. In March 2025, the Board of Directors approved the revised structure, designating the Board as the highest governance body of the Sustainability Development Committee.

• Establishment or amendment of the internal control system, and assessment of the effectiveness of the internal control system.
• Establishment or amendment of procedures for major financial operations, including the acquisition or disposal of assets, derivative transactions, loans to others, endorsements, or guarantees.
• Matters concerning directors’ personal interests.
• Significant asset or derivative transactions, and material loans, endorsements, or guarantees.
• Offering, issuance, or private placement of securities with equity characteristics.
• Appointment, dismissal, or remuneration of certified public accountants, and the appointment or dismissal of financial, accounting, or internal audit officers.
• Annual financial reports signed or sealed by the Chairman, managers, and accounting officer, and second-quarter financial reports required to be audited and attested by CPAs.
• Other issues deemed material by the Company or the authority.

• Assess the compensation policies and systems for the directors and managerial officers of Shuang-Bang Industrial Corp. from a professional and objective standpoint.
• Regularly review the annual and long-term performance objectives of directors and managerial officers, as well as the related compensation policies, systems, standards, and structures.
• Periodically evaluate the achievement of performance objectives by directors and managerial officers to determine their individual compensation packages and amounts.

• Specify the standards of professional knowledge, skills, experience, gender, and independence required for board members and senior managers, and search for, review, and nominate candidates for directors and senior managers accordingly.
• Construct and develop the organizational structure of the board and committees, conduct performance appraisal of the board, committees, directors and senior managers, and assess the independence of independent directors.

• Review the risk management policies, procedures and framework, and review their applicability and implementation effectiveness on a regular basis.
• Determine risk appetite (risk tolerance) and guide resource allocation, and approve risk management priorities and risk levels.
• Ensure that the risk management measures can adequately address the risks faced by the Company and are integrated into daily operating procedures.
• Review the implementation of risk management, provide recommendations for improvement, and report to the Board of Directors on a regular basis (at least once a year).
• Carry out the risk management decisions of the board.

• Formulate, promote, and strengthen the Company’s sustainability policies, annual plans, and strategies.
• Review, monitor, and revise the implementation status and effectiveness of sustainability initiatives.
• Oversee sustainability disclosures and review the sustainability report.
• Supervise the execution of the Company’s Sustainability Guidelines or other sustainability-related tasks resolved by the Board of Directors.

• Prohibits directly or indirectly offering, promising, requesting, or accepting any improper benefits, or engaging in any dishonest acts, unlawful conduct, or breaches of fiduciary duty in order to obtain or maintain benefits.
• The types of benefits subject to regulation include any form or title of money, gifts, commissions, positions, services, preferential treatment, rebates, and the like.

• In the course of conducting business, Company personnel are prohibited from directly or indirectly offering, accepting, promising, or requesting any improper benefits, or engaging in other acts that violate integrity, are unlawful, or breach fiduciary duties to obtain or maintain benefits.
• If improper benefits are offered, promised, requested, or accepted through a third party, such conduct shall be presumed to have been undertaken by Company personnel.

• Prevent conflicts of interest.
• Avoid opportunities for personal gain.
• Maintain confidentiality of information relating to the Company itself or its suppliers and customers.
• Directors and managers shall treat the Company’s suppliers, customers, competitors, and employees fairly, and shall not obtain benefits through unfair trade practices.
• Directors and managers have a responsibility to safeguard and properly use Company assets.
• Encourage the reporting of any illegal conduct or violations of the Code of Ethical Conduct.
• In the event that any director or manager violates the Code of Ethical Conduct, the Company shall handle such cases in accordance with the disciplinary measures stipulated in the Code.