Kgi Financial Holding Co., Ltd.TWSE: 2883

2024 Annual Report

· Issued by Kgi Financial Holding Co., Ltd.


Stock Code: 2883 KGI Financial Web: https://www.kgi.com/en/ MOPS Web: mops.twse.com.tw

KGI Financial Holding Co., Ltd.

(Formerly known as: China Development Financial Holding Co., Ltd.)

2024 Annual Report

Printed on March 31, 2025

Notice to readers

This English-version annual report is a summary of the Chinese version and is not an official document of the shareholders' meeting. If there is any discrepancy between the English and Chinese versions, the Chinese version shall prevail.

Spokesperson

Deputy Spokesperson

Name: Jenny Huang

Name: Jenat Sheng

Title: Executive Vice President

Title: Executive Vice President

Tel: (02)2763-8800

Tel: (02)2763-8800

Email: pilin.huang@kgi.com

Email: janet.sheng@kgi.com

Headquarters, Branches and Plant KGI Financial

Address: No. 135, Dunhua N. Rd., Songshan Dist., Taipei City 105, Taiwan Tel: (02)2763-8800

Web: https://www.kgi.com/en/

Subsidiaries

KGI Life Insurance

Address: 3-7F, No. 135, Dunhua N. Rd., Songshan Dist., Taipei City 105, Taiwan Tel: (02)2719-6678

Web: https://www.kgilife.com.tw/

KGI Bank

Address: 9-11F, No. 135, Dunhua N. Rd., Songshan Dist., Taipei City 105, Taiwan Tel: (02)2175-9959

Web: https://www.kgibank.com.tw/en/

KGI Securities

Address: No. 700, Mingshui Rd., Taipei 10462, Taiwan Tel: (02)2181-8888

Web: https://www.kgi.com.tw/en/

CDIB Capital Group

Address: 12F,18F, No. 135, Dunhua N. Rd., Songshan Dist., Taipei City 105, Taiwan Tel: (02)2763-8800

Web: https://www.cdibcapitalgroup.com/en/

KGI SITE

Address: No. 698, Mingshui Rd., Taipei 10462, Taiwan Tel: (02)2181-5678

Web: https://www.kgifund.com.tw

Stock Transfer Agent

Name: The Transfer Agency Department of KGI Securities

Address: 5F, No. 2, Sec. 1, Chongqing South Rd., Taipei 10044, Taiwan Tel: (02)2389-2999

Web: https://www.kgibank.com.tw/en/

Credit Rating Agency

Name: Taiwan Ratings Corp.

Address: 2F, No. 167, Dunhua N. Rd., Songshan Dist., Taipei City 105, Taiwan (R.O.C) Tel: (02)2175-6800

Web: https://www.taiwanratings.com/portal/front/index?lang=en_US

Auditors

Auditors: Wu, Yi-Chun; Ke, Jr-Shian Accounting Firm: Deloitte & Touche

Address: 20F, No. 100, Songren Rd., Taipei 11073, Taiwan Tel: (02)2725-9988

Web: https://www2.deloitte.com/tw/en.html

Overseas Securities Exchange: None Shareholder Hotline: 0800-212-791

Table of Contents
  1. LETTER TO SHAREHOLDERS 1

  2. CORPORATE GOVERNANCE REPORT 9

    1. Directors, President, Executive Vice Presidents, Vice President and Management Team 9

      1. Directors (I) 9

      2. Directors (II) 16

      3. Management Team 25

      4. Information of retire chairmen and presidents rehired as consultants 35

      5. The chairperson and president or equivalent position are the same person, spouses, or first-degree relatives 35

    2. Remuneration of Directors, Supervisors, President, Vice President and Consultant 36

      1. Remuneration of Directors 36

      2. Remuneration of the President and Vice President 38

      3. Employee Remuneration 42

      4. Comparison of Remuneration for Directors, Presidents and Vice Presidents in Recent Two Fiscal Years and Remuneration Policy for Directors, Presidents and Vice Presidents 43

    3. Corporate Governance Implementation Status 45

      1. Operations of the Board of Directors 45

      2. Operations of Audit Committee 55

      3. Items for disclosure according to the "Financial Holding Company Governance Best Practice Principles" 68

      4. Implementation Status of Corporate Governance and Deviations from the Corporate Governance Best-Practice Principles for Financial Holding Companies and Reasons Thereof 69

      5. Composition, Responsibilities and Operations of the Remuneration Committee and the Nomination and Performance Evaluation Committee 103

      6. Implementation of the Promotion of Sustainable Development and the Circumstances and Reasons for Differences from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies 110

      7. Implementation of ethical corporate management and measures and departure from Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and reasons 133

      8. Other Information Providing a Better Understanding of the Company's Corporate Governance Status 149

      9. Implementation of Internal Control System 153

      10. Important resolutions of the shareholders' meeting and board of directors in the most recent year and up to the publication date of this Annual Report . 154

      11. Where, during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, a Director has expressed a dissenting opinion with respect to a material resolution passed by the Board

        of Directors, and said dissenting opinion has been recorded or prepared as a written declaration, and its main content 156

    4. Information on Audit Fee 157

      1. Audit fee and Non-audit fee to the CPAs, their accounting firm, and their affiliated firms 157

      2. If a change of accounting firm has taken place during the year, please divide the audit period and disclose audit and non-audit fee in chronological order. Please also state the reason for such changes 157

      3. If audit fee is reduced by 10% or more from the previous year, the amount, percentage and reason for reduction must be disclosed 157

    5. Information on replacement of CPA 157

    6. The Company's Chairman, President, or any managers involved in financial and accounting affairs being employed by the audit firm or any of its affiliated company within the last year 157

    7. Facts about the director, manager, or a same person or a same affiliated enterprise having held the equity of a same financial holding corporation with voting power reaching the specified ratio which should be declared the facts of equity transfer and change in equity pledge under Article 11 of the Managerial Regulations 158

      1. Changes in Shareholding of Directors, Managers and Major Shareholders 158

      2. Shares Trading with Related Parties 159

      3. Shares Pledge with Related Parties 159

    8. Relationship among the Top Ten Shareholders 160

    9. Shares jointly held by KGI Financial, subsidiaries, KGI Financial's directors, managers, and directly/indirectly controlled entities on any single investee.

    Calculate shareholding percentage in aggregate of the above parties 161

  3. CAPITAL OVERVIEW 163

    1. Capital and Shares 163

      1. Source of Capital 163

      2. List of Major Shareholders 164

      3. Dividend Policy and Implementation 164

      4. Impact of the proposed stock dividend on the Company's business performance and EPS 165

      5. Employees' compensation and directors' remuneration 165

      6. Company stock buyback status of the Financial Holding Company 166

    2. Corporate Bonds 167

    3. Issuance of Preferred Shares 172

    4. Issuance of Global Depository Receipts 173

    5. Employee Stock Options 173

      1. Issuance of Employee Stock Options (ESO) 173

      2. Issuance of New Restricted Employee Shares 174

    6. Merger or Acquisition of Other Financial Institutions 177

      1. CPA opinions on share swap ratios of financial institution mergers and acquisitions in the last year 177

      2. Disclosure of information on the merger and acquisition of other financial institutions in the most recent five fiscal years; when acquiring or transferring shares of other financial institutions through the issuance of new shares, the evaluation opinion issued by the lead underwriter of the securities should be disclosed 177

      3. Implementation status of new share issuance in connection with mergers and acquisitions or transfers of other financial institutions approved by the Board, information on merged or acquired institutions, and the impact on shareholders' equity in connection with the ongoing merger and acquisition.

        . 177

    7. Implementation of the Capital Utilization Plans 178

  4. OPERATIONAL HIGHLIGHTS 179

    1. Business Activities 179

      1. Business Scope 179

      2. Business Plan for the Year 185

      3. Industry Overview 187

      4. Research and development 193

      5. Long-term and short-term development plans 196

    2. Cross-Selling and Synergy 197

    3. Market and Business Overview 198

    4. Employee Profile 208

      1. Employee profile (population, years of service, age and highest educational attainment) for the last two years and before the printing date of the Report

        . 208

      2. Education and Training for Employees in 2024 213

    5. Corporate responsibility and ethical conduct 213

    6. Number of non-executive full-time employees, and the average and median annual employee compensation and differentials from the previous year 214

    7. Information Technology Facilities 214

      1. Software and hardware configurations and maintenance 214

      2. Future development or procurement plans 215

      3. Emergency backup and security measures 217

    8. Information security management 218

      1. Information security risk management, information security policies, specific management solutions, and resources invested in information security management 218

      2. Losses, possible impacts by major information security incidents in the most recent year and up to the date of printing of the annual report and countermeasures 219

    9. Labor Relations 219

      1. Employee welfare, retirement policy and implementation; agreements between labor and management, measures for securing employees' rights. 219

      2. Recent losses resulting from employment disputes as of the publication date of the Annual Report (including violations of the Labor Standards Act identified by labor inspection results, and including the violation name, article and contents, the violation date and sanctions); disclose current and estimated losses and any response or action taken; state reasons in cases where losses cannot be reasonably estimated 221

      3. Preventive measures taken to ensure a safe working environment and maintain employee safety 222

    10. Material Contracts 224

  5. REVIEW OF FINANCIAL CONDITIONS, FINANCIAL PERFORMANCE, AND RISK MANAGEMENT 226

    1. Analysis of Financial Status 226

    2. Analysis of Financial Performance 228

    3. Analysis of Cash Flow 228

      1. Remedy for Cash Deficit and Liquidity Analysis 228

      2. Improvement plan of Illiquidity 228

      3. Cash Flow Analysis for the Coming Year 229

    4. Major Capital Expenditure Items 229

    5. Investment policy in the most recent fiscal year, profit/loss analysis, improvement plan, and investment plan for the coming year 229

      1. Re-investment policy in the most recent year 229

      2. Main reasons for gains and improvement plans 229

      3. Investment plan for the following year 230

    6. Evaluation of risk management practices, on a consolidated basis, for the last year up until the publication date of this annual report 231

      1. Risk management framework and policies of the Company and its subsidiaries 231

      2. Methods adopted by the Company and its subsidiaries for the assessment and control of risks, and disclosure of quantified risk exposures 232

      3. Financial impacts and responsive measures in the event of changes in local and foreign regulations 242

      4. Financial impacts and responsive measures in the event of technological or industrial changes 244

      5. The effects that changes in image have on the Financial Holding Company and its subsidiaries, as well as response measures 245

      6. Expected benefits, potential risks, and countermeasures of mergers and acquisitions 246

      7. Risks and responsive measures associated with concentration of business activities 246

      8. Impacts, risks, and responsive measures following a major transfer of shareholding by directors, supervisors, or shareholders with more than 1% ownership interest 246

      9. Impacts, risks and responsive measures associated with a change of management 246

      10. Litigious and Non-Litigious Matters 247

      11. Other key risks and responsive measures 248

    7. Risk Management and Response Mechanism 248

    8. Other Major Events 249

  6. SPECIAL DISCLOSURE 250

  1. Summary of Affiliated Companies 250

    1. Organizational Chart 250

    2. Backgrounds of affiliated enterprises 254

    3. Those with controlling and subordinate stakes should disclose the same shareholder information. 261

    4. Backgrounds of directors, supervisors and presidents of affiliated enterprises as of the publication date of annual report 261

    5. Status of operation for various affiliated companies 273

  2. Private placement of securities in the most recent fiscal year and as of the printing date of the annual report 279

  3. Other supplemental information 279

  1. ‌Letter to Shareholders

    Looking back on 2024, Taiwan's economy demonstrated steady growth amid global economic uncertainties. In terms of exports, stronger-than-expected demand for technology products, driven primarily by the semiconductor industry, led to nearly 10% growth in product exports. Imports grew by more than 12% due to the recovering global demand and increased capital investment. Private consumption gradually rebounded as the impact of the pandemic subsided and consumer confidence significantly improved. Together with wage adjustments and a wealth effect from rising stock markets, overseas spending through cross-border travel increased. In terms of investment, the government's active promotion of policies, including investment incentives and industrial innovation plans, has attracted the inflow of domestic and foreign funds and driven up overall investment. Overall, the economic growth rate in 2024 rose sharply to 4.59%, with domestic demand contributing much more than external demand. In terms of the capital market, the Taiwan stock market performed well in 2024. The revenue and profits of listed companies in Taiwan grew simultaneously. In addition, the U.S. Federal Reserve (FED) launched a cycle of interest rate cuts in the second half of the year to stimulate economic growth, which boosted stock market performance. The weighted stock price index in 2024 exceeded 20,000 points for the first time, showing an increase of 28.5% throughout the year.

    In 2024, the Company's consolidated net profit was NT$33.55 billion (including NT$2.5 million of non-controlling interests), showing an annual growth rate of 77%. The earnings per share was NT$1.97, and the consolidated return on equity (ROE) returned to 11.8%. The life insurance, banking, securities, venture capital and securities investment trust businesses of the Company's major subsidiaries maintained stable performance. KGI Life benefited from rising investment income, improved hedging costs, and growth in first-year premium income, leading to a 118% increase in profits. Active trading in the capital market has boosted various businesses such as securities brokerage, wealth management, underwriting, and financial investments, contributing to KGI Securities' profit growth. The stable contribution of KGI Bank's core earnings and the double-digit growth in deposits drove total assets to a record high of NT$900 billion. CDIB Capital Group benefited from the continued expansion of the asset management scale, contributing to increased management fee income. KGI SITE actively expanded its ETF business, with overall asset management scale surpassing NT$300 billion. To enhance brand value and market recognition, the Company has officially changed its name to "KGI Financial Holding Co., Ltd." This rebranding aims to strengthen the Group's brand image. Through the "ONE KGI" strategy, the Company will integrate resources across its subsidiaries to offer customers one-stop financial services, thereby improving customer experience and maximizing group synergy.

    Taiwan Ratings Corp. gave the company a long-term credit rating of "twAA-," a short-term credit rating of "twA-1+," and a "Stable" outlook in October 2024. The ratings continue to affirm the Group's robust credit profile and capitalization. Furthermore, Taiwan Ratings Corp. believes that the Group should be able to deliver operating performance on par with the domestic average in the next two years, while the key subsidiaries will be able to maintain strong capital.

    In 2024, the Company was once again listed as a constituent stock in DJSI World and DJSI Emerging Markets for the fifth consecutive year. It was also included in the S&P Global Sustainability Yearbook. Furthermore, The Company received a rating of A from MSCI ESG. The Company has been selected as a constituent stock of the FTSE4Good Emerging Market Index and FTSE4Good TIP Taiwan ESG Index for eight consecutive years. In terms of domestic ESG awards, it was recognized as a Top 100 Taiwan Sustainability Model Company and won the Talent Development Leader Award in the "Taiwan Corporate Sustainability Award (TCSA)." The Company also won the Role Model Award in the Education Promotion Group and the Elderly-Friendly Group of the "Global Views ESG Corporate Sustainability Award."

    The Company actively promotes low-carbon sustainability and supports international initiatives such as: the Carbon Disclosure Project (CDP), Task Force on Climate-related Financial Disclosures (TCFD), and Partnership for Carbon Accounting Financials (PCAF). In 2024, it officially joined the Taskforce on Nature-related Financial Disclosures (TNFD), becoming a TNFD Adopter. These initiatives demonstrate its focus on environmental sustainability and ecological balance. To implement its carbon reduction plan, the Company expanded the boundary of its 2024 greenhouse gas emissions inventory to cover global operating locations and continued to promote the use of renewable energy. At its headquarters building, green energy sources represent 78% of electricity consumption. The remaining 22%, along with Scope 1 emissions, is planned to be offset through carbon credits, with the goal of achieving carbon neutrality for the headquarters building.

    The Company has long been committed to attracting, developing, incentivizing, and retaining talent by creating a diverse and inclusive workplace, providing competitive salaries and benefits, implementing a variety of appointment methods, strengthening talent training, ensuring a safe and healthy working environment, and continuously commending employees who demonstrate KGI Financial Holding's corporate values and those who actively participate in volunteer projects. The Company continues to improve the welfare of the Group's employees every year by organizing various activities to enhance employee well-being and ensure the physical, mental, and financial health of our employees. These measures have been affirmed by employees, which was reflected in the 2024 employee opinion survey. Employee recognition has grown for the fourth consecutive year.

    The following are the highlights each main business segment's performance in 2024:

    1. Life Insurance Business

      KGI Life Insurance implements a customer-centric approach, starting from meeting customers' needs at different stages of life. Its range of products covers life insurance, retirement planning, accident insurance, medical insurance, long-term care, financial planning, and protection, helping customers conduct comprehensive protection planning. The Company has spent years developing agents channel, bancassurance, brokers, financial services, group insurance, and ecommerce to continue expanding its scale of operations, increase its market share, and provide policy holders with complete services. It provides differentiated products suited to each channel to maintain sales advantages in each channel with balanced development across all channels.

      Despite global financial volatility and challenges in 2024, KGI Life achieved NT$58 billion in first-year premium income and NT$174.5 billion in total premium income for the year, representing year-over-year growth of 11% and 9%, respectively, compared to 2023. At the same time, the Company achieved remarkable results by focusing on enhancing high-value regular-pay and protection-type products. In 2024, new contract premiums for high-value regular-pay products (with a payment term of six years or more) reached NT$19.3 billion, ranking third in the industry. New contract premiums for protection-type products totaled NT$29.9 billion, representing a 44% increase compared to 2023. The share of protection-type products rose from 40% in 2023 to 51% in 2024. KGI Life will continue to promote the sales of high-value and protection-type products, actively strengthen the momentum of installment products, continue to accumulate the Contract Service Margin (CSM) of new contracts, and create the Company's premium momentum and long-term business value.

      In terms of channel operations, the Company's sales channels continue to focus on the sales of high-value and protection-based products, and strengthen the sales of investment-based products. It is deepening engagement with high-net-worth and occupational customer segments, enhancing the overall value contribution of the sales channels and improving its ranking in terms of market share in the life insurance industry. In addition, the Company is using a grouped management strategy to build a high-productivity business team to enhance its appeal to new recruits. For the bancassurance channel, emphasis is placed on promoting life insurance protection and wealth

      accumulation products. The Company also collaborates with banks to conduct various training sessions and customer seminars, supporting sales personnel in expanding their customer base and increasing conversion rates. In terms of digital development, the Company has strengthened internal digital empowerment for frontline advisors by introducing the i-Bank digital management platform, transforming it into a mobile office that offers real-time inquiry and service functions. Externally, the Company actively collaborates with banks to advance financial technologies, continuously expanding the number of partners and improving the efficiency of mobile insurance services. For the brokerage and agency channel, the Company focuses on deepening operations with insurance brokerage and agency firms to build long-term partnerships. Training on asset succession and retirement planning is being enhanced for these partners, supported by the optimization of digital platforms to provide friendly, digitalized services. These efforts aim to foster mutual benefits and collaboration. For the financial services channel, the Company expands premium income sources by growing the salesforce and acquiring new clients. For existing clients, it leverages the Company's VVIP program to deepen relationships with high-net-worth individuals and uncover potential customers. At the same time, the Company enhances leadership coaching and training capabilities to effectively improve employees' customer management, independent sales, and ability to attract new funds.

      Regarding corporate governance and sustainable operations and development, KGI Life, under a comprehensive sustainable governance structure and through the Board of Directors and functional committees, serves to integrate and supervise the promotion of ESG sustainability and development of related business by each department. The Company is gradually adopting new sustainability systems in response to international sustainability trends and the policies of competent authorities. In 2024, it won a total of 17 awards at home and abroad, including the "National Sustainability Award" of the National Development Council, the "Financial Education Contribution Award-Best Cooperation Award" of the FSC, and the "Social Welfare Development Award" of the Asia Responsible Enterprise Awards (AREA). At the same time, it won the Taiwan Corporate Sustainability Award (TCSA) "Top 100 Taiwan Sustainability Model Companies" for the second consecutive year. It is also the only life insurance company selected by CommonWealth Magazine as meeting the Paris Agreement's target of no more than 1.5℃ warming. To deepen the corporate culture of ethical management, 100% of internal and external employees have completed the annual ethical management education and training and signed the ethical management statement. In response to international trends in anti-money laundering and counter-terrorist financing, over 840 individuals have obtained domestic or international anti-money laundering professional certifications by the end of 2024. This initiative aims to strengthen professional capabilities in anti-money laundering and counter-terrorist financing and reduce related operational risks. In addition, in response to KGI Financial Holding's net zero goal, the Company follows the Science-Based Target initiative (SBTi), actively practices responsible investment in investment, and drives industry transformation through collaboration. KGI Life will integrate the spirit of sustainability into all aspects of life insurance operations under the four major themes of "deepening due diligence, creating inclusive prosperity, practicing low-carbon transformations, and guiding sustainable finance." The Company works with all sectors to create value together.

    2. Banking Business

      KGI Bank's businesses include retail banking, corporate banking, and the global markets. In addition to focusing on building fintech applications and creating integrated point-to-point digital service solutions based on customer experiences, KGI Bank also aims to become customers' most recommended bank through honesty and professional services.

      Retail banking provides a full range of financial products to meet the various financial needs of individual customers, and realizes scenario-based finance through innovative digital financial services. In 2024, the overall credit balance was NT$187.3 billion, representing an increase of 17% compared to 2023. Further achievements have been made in promoting the wealth management business, with wealth management fee income growing by more than 50% compared to 2023. In terms of corporate banking, the bank endeavors to provide institutions and corporations at home and abroad with the most suitable solutions, and offers customized professional services to corporate customers through the bank's professional division of labor and diversified financial products. Faced with high international political and economic risks, the Company continues to strengthen risk management, maintaining stable business development. The overall credit guarantee balance for corporate finances was NT$324.1 billion in 2024, an increase of 18% compared to 2023. The global markets business operates with effective risk control mechanisms and steady investment strategies. For financial investment product sales, the Company offers a comprehensive product line to meet the diverse investment needs of customers. It delivers high-quality, professional services aimed at growing individual customer wealth and supporting the stable growth of institutional financial customers.

      In terms of overseas business, KGI Bank successfully obtained the business license for its Hong Kong branch in 2024, establishing its first overseas branch. In the future, the establishment of KGI Bank's Hong Kong Branch will expand the Bank's scale and business reach. By leveraging the resources of KGI Financial Holding, it will provide customers with comprehensive financial services and enhance the functionality of the cross-strait financial service platform. The Group's resources will further extend its presence into the Asia-Pacific region to diversify income sources.

      KGI Bank has also actively launched innovative digital financial services and continued to expand the impact of green finance. In 2024, it was once again recognized by the following national awards: Won the "Best Product" award for its "Merchant Fraud and Compliance AI Detection System," "KGI Medical Payment," and "Green Deposit;" and "Wallet San: Smart Customer Service" won the "Most Popular Brand" award. Among them, the "Merchant Fraud and Compliance AI Detection System" and "Wallet San: Smart Customer Service" won the national first prize in the "Best Product Category" and the national first prize in "Best Popular Brand," respectively. This is also the second consecutive year that it has won national first prizes, showing that KGI Bank's outstanding performance in payment scenarios, financial anti-fraud, green finance, and customer experience has been recognized by all sectors of society.

      KGI Bank's investment and performance in customer service have been widely recognized through numerous awards. In 2024, the Bank received the Silver Award for Domestic Banks and the Service Excellence Award from the Commercial Times Service Industry Evaluation, the Silver Award in the 3rd Taiwan Best Customer Center Award for the banking sector, the Age-Friendly Banking Award from Want Want China Times, as well as "Best Online Customer Service Team" and "Best Customer Service Star" from the Taiwan Contact Center Development Association. Meanwhile, for the promotion of its wealth management business, KGI received several honors in 2024 from CommonWealth Magazine, including the Best Wealth Management Brand Image Award, the Best Elder-Friendly Award, and the Best Marketing Innovation Award in its Wealth Management Bank and Securities Evaluation.

      In terms of responsible finance and sustainable development, following the release of its first Task Force on Climate-related Financial Disclosures (TCFD) Report in 2023, KGI Bank expanded its efforts in 2024. In addition to aligning with the TCFD framework established by the Financial Stability Board, the Bank also incorporated recommendations from the Taskforce on Nature-related Financial Disclosures (TNFD). In June 2024, KGI Bank published the Climate and Nature-related Financial Disclosures Report, outlining its concrete actions across

      governance, strategy, risk management/risk and impact management, and metrics and targets. The Company also continued the promotion and implementation of the FSC's green finance action plan. As of the end of 2024, the green credit balance reached NT$29.67 billion (based on the definition of the Joint Credit Information Center), showing a significant increase of 85% over December of 2021, the base year. In 2024, KGI Bank won the Best Product Award of the "2024 National Brand Yushan Award." From green deposits to green credit, KGI Bank has successfully leveraged the power of finance to guide corporate transformations and thoroughly realize Taiwan's sustainable development.

    3. Venture Capital/Private Equity Business

      In 2024, CDIB Capital Group continued to deepen its Taiwan PLUS strategic partnerships with key industry leaders to strengthen its asset management business. Together with its partners, it aims to expand fundraising channels and extend its investment reach to beyond the Greater China region. In addition to traditional private equity business, the overseas team continues to explore and build more diversified niche asset management products and sales channels, including the establishment of the first Buyout Fund through syndication. In 2024, CDIB added approximately NT$18.9 billion of asset management commitment, mainly due to (1) the Taiwan team collaborating with industrial groups or asset managers such as Foxconn Group, Innolux, TEN Capital Corp., Actis, and Cool Japan Fund Inc. to jointly complete various themed asset management projects, with investment disbursements already underway; (2) the overseas team continuing to promote the sale of beneficiary notes and launching its first Buyout Fund in the third quarter; and (3) the China team completing the final closing of the Taiwanese business fund. The cumulative commitments for managed assets reached NT$68.2 billion at the end of 2024, with the investment regions mainly being Taiwan, Mainland China, and North America. As the scale of asset management grows, management fee income in 2024 increased by approximately 15% compared to 2023. In the future, as new asset management projects are established and operated successively, stable returns will be further increased. Additionally, NT$8.5 billion in investment deployment and NT$4 billion in investment monetization were completed for overall asset management in 2024. A total of NT$47.1 billion was deployed for direct investments and around NT$17.5 billion was monetized. A total of NT$15.5 billion was returned to investors through fund distribution or capital reduction.

      In addition, the management team also attaches great importance to the services for investors, including upgrading the customer experience. It provides investors with access to relevant information about the funds and investment positions at any time through the asset management investor platform. In terms of digital customer management, the customer relationship management system is used to centrally store/manage team projects and customer interview content and needs. Through the collective efforts of the entire team, the Company and its subsidiaries received the following awards in 2024, reflecting the recognition of their operational achievements: (1) 2024 Taiwan Venture Capital Annual Conference - CDIB Capital Management Corporation was selected in the first Venture Capital Star Outstanding Investment Award; (2) China Fund of Funds Research Center - CDIB Capital was selected as one of the Top 50 VC Funds with the Best Returns in 2024; (3) In August 2024, CDIB Capital officially became a TSE (Tokyo Stock Exchange, Inc.) Asia Startup Hub VC Partner.

      In terms of sustainable development, CDIB actively carries out sustainable investment deployment and practices responsible investment. Among which, the establishment of Kai-Hong Energy Co., which is related to green energy investment, was completed in May 2024. New green investments totaling NT$500 million was added in 2024, an annual increase of about 90%. In terms of the social aspect, CDIB Capital has incorporated local revitalization into its business development blueprint and continues to support initiatives led by the National Development

      Council. By organizing a series of volunteer activities centered around local revitalization and environmental sustainability, the Company fosters close connections between employees' work and personal lives. Looking ahead, it will collaborate with more diverse partners to further expand its sustainable impact and actively fulfill its corporate social responsibility.

    4. Securities Business

      In addition to consolidating its leading position in Taiwan's securities market and continuing to strive for more regional business cooperation opportunities, KGI Securities is accelerating the promotion of digital transformations and entering the AI sector. The Company is strengthening its wealth management-driven business model with the aim of creating globalized financial management services that lead the Taiwanese market.

      KGI Securities' 2024 performance across various businesses and its competitive standing in the industry are as follows: The market share of the domestic brokerage business was 10.36%, the second highest in the industry. The wealth management business continued to deepen its focus and advance toward a more refined service model, achieving record highs in both revenue and assets under management. In 2024, KGI Securities partnered with the Securities and Futures Institute to launch the "Professional ETF Advisor (ETFP)" certification program, becoming an industry pioneer. The Company also employs the highest number of certified "Retirement Financial Planning Advisors" in the industry, demonstrating its commitment to providing clients with the most professional advisory services and the most suitable product planning. The Company again ranked first with a 15.9% share of the foreign institutional investor brokerage market and third with a 17.4% share of the securities lending business market, demonstrating the recognition of foreign institutional investors. In addition, the foreign securities custody business is officially in operation. In the future, the Company will actively expand its sources of securities and lending in order to satisfy the diverse requirements of customers. In terms of the capital market business, cases of underwriting of initial listings and secondary market fundraising totaled 56 cases, accounting for a 18% market share and leading the market for twelve consecutive years. The total amount underwritten was NT$45.4 billion, and the Company's market share of 21% ranked first among its peers. For bonds, the underwriting of primary market company bonds in NTD and international bonds combined to reach NT$127.7 billion, signifying a market share of 13.3% and ranking first in the industry. KGI Securities also ranked first among domestic brokerage firms in terms of notional principals for structured products linked to leveraged funds, ETFs, and bonds. In terms of derivatives, the issued call (put) warrants totaled NT$75.0 billion and 12,142 warrants, with market shares of 15% and 16%, respectively. The annual warrant transactions accounted for 14% of the market, ranking third in the market.

      In addition to delivering outstanding business performance, KGI Securities received a total of 65 awards in 2024, both domestically and internationally. These awards span areas such as wealth management, digital innovation, customer service, research and analysis, fair treatment of customers, due diligence, ESG, and sustainable finance. With its exceptional financial expertise, service excellence, and well-established presence across the Asia-Pacific region, KGI Securities' professional team has been repeatedly recognized by financial media, regulatory bodies, foreign institutional investors, and professional organizations, firmly securing its position as an industry-leading brand.

      In terms of sustainable development, KGI Securities places great importance on stakeholder engagement. Following the standards of the Global Reporting Initiative (GRI), Sustainability Accounting Standards Board (SASB), and Task Force on Climate-related Financial Disclosures (TCFD), as well as materiality guidelines, the Company published its 2023 Sustainability Report and Climate-related Financial Disclosures Report. Additionally, it completed the establishment of its Science Based Targets initiative (SBTi) carbon reduction target. As of the end of 2024, the

      underwriting amount of sustainability bonds is NT$17.766 billion. The investment amount of sustainability bonds in medium- and long-term bond investment continued to increase to NT$2.68 billion. The proportion of investments in high-carbon industries was reduced to 18%. Significant results have also been achieved in carbon management, with self-estimated carbon emissions reduced by 13% from the previous year, marking two consecutive years of decline. In the 2024 Sustainable Finance Assessment conducted by the FSC, KGI Securities received a score of 84.75, outperforming the industry average of 74.39, reflecting strong recognition of its achievements. In addition, upholding the service philosophy of "fairness, empathy, and treating customers as oneself," KGI Securities has established a risk-based customer complaint reporting mechanism to strengthen the protection of financial consumer rights. In October 2024, the Company was awarded the ISO 10002 complaint handling quality management system certification. It has also actively implemented anti-fraud awareness efforts by partnering with the Criminal Investigation Bureau of the National Police Agency to combat fraud. A cross-departmental Anti-Fraud Task Force was formed to develop internal reporting policies and a management framework, creating a robust management cycle to ensure effective fraud prevention. Furthermore, the dedicated Anti-Fraud Action Hub on the Company's official website enables customers to quickly access fraud prevention information. In 2024, KGI Securities was awarded the best rating of being in the top 25% in the "Fair Customer Treatment Principle Assessment Results" of the Financial Supervisory Commission, as well as the Outstanding Award in the "Securities Firm Anti-Fraud Assessment" of the Taiwan Stock Exchange. These achievements fully demonstrate its unrelenting efforts in practicing the principle of fair customer treatment and successfully integrating it into the corporate culture.

    5. Securities Investment Business

    KGI SITE continues to focus on offering a diversified range of investment products. For institutional clients, it provides both active and passive funds as well as investment solutions to meet asset allocation needs. For retail clients, it offers active and passive funds to fulfill investment and retirement planning requirements. The Company aims to accelerate the expansion of asset scale.

    In recent years, KGI SITE has also developed a number of multi-factor passive ETFs using factor investment strategies. Its capabilities in ETF development and design have earned praise from partners, including index companies, reflecting the recognition of investors it has received in terms of ETF performance and scale. In addition to expanding interactions with brokerage partners, KGI SITE continues to increase the market awareness of ETFs by strengthening marketing efforts. Two stock ETF funds and two bond ETF funds were issued in 2024. As of the end of 2024, the overall scale of assets under management reached NT$301.5 billion, with an annual growth rate of nearly 40%. This result ranks KGI SITE second among securities investment subsidiaries under financial holding companies. The scales of public funds and ETF funds were NT$297.8 billion and NT$268.8 billion, respectively, both ranking seventh in the market. In addition, the number of ETF beneficiaries was 287,321, showing an annual growth rate of over 400%. The number of beneficiaries ranked first among securities investment subsidiaries under financial holding companies. Among the ETFs, the flagship ETF 00915 has more than 19,000 investors using a regular investment plan, ranking 12th among the 270 ETFs in Taiwan.

    Besides continuously refining its investment research and product innovation, KGI SITE will also respond to the government's policy of "building an Asian asset management center" and actively expand cooperation with affiliated overseas companies. Furthermore, KGI SITE strengthens its product promotion and professional services through investor education programs

    and digital tools. The Company aims to provide investors with more diverse investment options and create a more competitive asset management platform.

    The Company has long been championing education projects via China Development Foundation, KGI Charity Foundation, and our subsidiaries, such as "Heritage 100 & Tutoring 100," "Perfect Nutrition," and "Scholarship for skilled vocational high school students," in advocating the development of a sustainable society. We aim to implement the core value of the "co-creation of society" and realize the vision of the United Nations' Sustainable Development Goals (SDGs). Furthermore, the Company continues to promote corporate volunteer projects. In 2024, the total number of service hours of the group exceeded 80,000 hours, averaging 9.7 hours per person. The initiative enhances the attention paid to environmental protection, care for the disadvantaged and elderly, and local revitalization by the group's employees. Aided by thriving social enterprises and innovation, the Company integrates resources from the group, social enterprises, and local creative teams to create a mutually beneficial model for a sustainable local revitalization ecosystem. Through volunteer services, the recognition of the Company's ESG ideals among employees is strengthened, exerting a positive impact on employees and partners.



    Looking ahead to 2025, due to the imposition of tariffs and measures such as "America First" by U.S. President Trump that are unfavorable to globalization, the global capital markets and economy are subject to highly uncertain impacts. Countries have commenced further negotiations and consultations with the U.S., which may have the potential to minimize the scope of impact. However, there remain many variables concerning prices, consumer dynamics, and the development of the global economy. Taiwan's economy is heavily reliant on trade and thus cannot

    remain unaffected. Overall, it is estimated that Taiwan's GDP in 2025 will only maintain slight growth due to the high base period of 2024 and global economic turbulence. We will closely monitor the development of these challenges and trends, aligning with government policies to respond promptly and manage risks effectively, allowing the company to move towards long-term goals.

    Finally, we would like to thank all our employees for their hard work as well as our clients, regulators, and our shareholders for their continued support. We remain committed to pursue steady long-term development and embrace innovation and talent to deliver sustainable financial solutions to our clients, shareholders, and to the community.

    Chairman

    Alan Wang

    President

    Paul Yang

  2. ‌Corporate Governance Report
  1. ‌Directors, President, Executive Vice Presidents, Vice President and Management Team
    1. ‌Directors (I)

      March 31, 2025

      Title

      Nationality

      / Country of Registration

      Name

      Gender / Age

      Date Elected

      Term (Note1)

      Date First Elected

      Shareholding when Elected

      Current Shareholding

      Spouse & Minor Shareholding

      Shareholding by Nominee Arrangement

      Experience (Education)

      Other Positions

      Executives, Directors or Supervisors who are spouses or within second degrees of

      kinship

      Note (2)

      Common Shares

      (%)

      Common Shares

      (%)

      Common Shares

      (%)

      Common Shares

      (%)

      Title

      Name

      Relation

      Preferred Shares B

      (%)

      Preferred Shares B

      (%)

      Preferred Shares B

      (%)

      Preferred Shares B

      (%)

      Chairman

      R.O.C.

      Chi Jie Investment Co., Ltd.

      -

      06/17/

      2022

      to 06/16/

      2025

      04/05/

      2004

      917,249

      0.01

      917,249

      0.01

      0

      0.00

      0

      0.00

      Master of Science in Management and Administrative Science, University of Texas at Dallas; SEVP, Nan Shan Life Insurance Co., Ltd.;

      Director, ICBC;

      Supervisor, Central Reinsurance Corporation;

      CIO, Ping An Insurance(Group) Company of China, Ltd.;

      Standing Committee Director, China Development Industrial Bank (renamed "CDIB Capital Group"); Chairman and President, China Life Insurance Co., Ltd. (renamed "KGI Life");

      Standing Committee Director, Director, and President & CEO, China Development Financial Holding Corporation; Independent Director, Jih Sun Financial Holding Co., Ltd.; Independent Director, Jih Sun Securities Co., Ltd.;

      Independent Director, Fubon Life Insurance Co., Ltd.;

      Independent Director, Fubon Financial Holding Co., Ltd.; Advisor, The Bankers Association of the Republic of China;

      Advisor, The Bankers Association of Taipei.

      Chairman, KGI Life Insurance Co., Ltd.;

      Director, The Bankers Association of the Republic of China;

      Supervisor, The Bankers Association of Taipei.

      None

      None

      None

      None

      0

      0.00

      0

      0.00

      0

      0.00

      0

      0.00

      R.O.C.

      Representative

      Alan Wang

      M/

      61-

      70y

      04/26/

      2024

      to

      06/16/

      2025

      04/19/

      2004

      (Note3)

      0

      0.00

      0

      0.00

      0

      0.00

      0

      0.00

      0

      0.00

      0

      0.00

      0

      0.00

      0

      0.00

      Title

      Nationality

      / Country of Registration

      Name

      Gender / Age

      Date Elected

      Term (Note1)

      Date First Elected

      Shareholding when Elected

      Current Shareholding

      Spouse & Minor Shareholding

      Shareholding by Nominee Arrangement

      Experience (Education)

      Other Positions

      Executives, Directors or Supervisors who are spouses or within

      second degrees of kinship

      Note (2)

      Common Shares

      (%)

      Common Shares

      (%)

      Common Shares

      (%)

      Common Shares

      (%)

      Title

      Name

      Relation

      Preferred Shares B

      (%)

      Preferred Shares B

      (%)

      Preferred Shares B

      (%)

      Preferred Shares B

      (%)

      Vice Chairman

      R.O.C.

      Chi Jie Investment Co., Ltd.

      -

      06/17/

      2022

      to 06/16/

      2025

      04/05/

      2004

      917,249

      0.01

      917,249

      0.01

      0

      0.00

      0

      0.00

      Master in Business Automation and Management, National Taipei University of Technology; Honorary Doctor of Engineering, National Taipei University of Technology;

      Senior Advisor to the President, the Presidential Office, R.O.C.; Chairman, Taiwan Financial Holdings Co., Ltd.;

      Vice Premier, the Executive Yuan; Minister, the Ministry of Economic Affairs;

      Director General, the Industrial Development Bureau of the Ministry of Economic Affairs; Convener, the National Financial Stabilization Fund Management Committee;

      Convener, the Price Stabilization Committee of the Executive Yuan; Executive Director, the Central Bank R.O.C.;

      Commissioner, the Financial Supervisory Commission R.O.C.; Director; the National Chung-Shan Institute of Science and Technology.

      Senior Advisor to the President, the Presidential Office R.O.C.;

      Director, TECO Electric & Machinery Co., Ltd.;

      Independent Director, Gudeng Precision Industrial Co., Ltd.; Director, Vanguard International Semiconductor Corporation; Director, Shin Kong Medical Foundation;

      Director, YESIANG ENTERPRISE CO., LTD.;

      Director, Noah Green Technology Capital Management Co., Ltd.; Director, Blue Magpie Investment Group Co., Ltd.;

      Director, Everbright Biofund Co., Ltd.; Director, Far Eastern Memorial Foundation;

      Policy Advisor, Taiwan Electrical and Electronic Manufacturers' Association; Advisor, Institute for Biotechnology and Medicine Industry;

      Supreme Consultant, Taiwan Association of Machinery Industry; Advisor, Taiwan Professional Electrical Engineers Association R.O.C and Magazine;

      Senior Advisor, Taiwan Machine Tool & Accessory Builders' Association; Honarary Advisor, Taiwan Electronic Equipment Industry Association; Supreme Consultant, Taiwan Industrial Fasteners Institute;

      Supreme Consultant, The Manufacturers United General Association of Industrial Parks of R.O.C.;

      Advisor, Taiwan Textile Federation; Advisor, Monte Jade Science & Technology Association of Taiwan; Advisor, National Innovation and Entrepreneurship Association, R.O.C.; Advisor, ADATA Technology Co., Ltd.; Advisor, INTAI TECHNOLOGY CORP.;

      Honarary Consultant, Kaohsiung City Government.

      None

      None

      None

      None

      0

      0.00

      0

      0.00

      0

      0.00

      0

      0.00

      R.O.C.

      Representative

      Jong-Chin Shen

      M/

      71-

      80y

      05/20

      2024

      to

      06/16/

      2025

      05/20/

      2024

      0

      0.00

      0

      0.00

      0

      0.00

      0

      0.00

      0

      0.00

      0

      0.00

      0

      0.00

      0

      0.00

      Title

      Nationality

      / Country of Registration

      Name

      Gender / Age

      Date Elected

      Term (Note1)

      Date First Elected

      Shareholding when Elected

      Current Shareholding

      Spouse & Minor Shareholding

      Shareholding by Nominee Arrangement

      Experience

      (Education)

      Other Positions

      Executives, Directors or Supervisors who are spouses or within second degrees of

      kinship

      Note (2)

      Common Shares

      (%)

      Common Shares

      (%)

      Common Shares

      (%)

      Common Shares

      (%)

      Title

      Name

      Relation

      Preferred Shares B

      (%)

      Preferred Shares B

      (%)

      Preferred Shares B

      (%)

      Preferred Shares B

      (%)

      Director

      R.O.C.

      Paul Yang

      M/ 51-

      60y

      06/17

      2022

      to 06/16/

      2025

      05/04/

      2009

      25,069,738

      0.15

      23,069,738

      0.14

      0

      0.00

      0

      0.00

      M.B.A., Harvard University;

      M.S. in Mechanical Engineering, Massachusetts Institute of Technology;

      Senior management consultant, Boston Consulting Group; Executive director, Goldman, Sachs & Co.;

      Managing director & Head, Private Equity and Mezzanine Finance, DBS Bank;

      Managing Director, ICG Asia Limited;

      Executive Vice President & Chief Investment Officer, Senior Executive Vice President, China Development Financial Holding Corporation (renamed "KGI Financial");

      Chairman, CDIB Capital International Corporation;

      Director, President & CEO, China Development Industrial Bank (renamed "CDIB Capital Group");

      President & CEO, China Development Financial Holding Corporation (renamed "KGI Financial");

      Partner & Head of Greater China, KKR Asia Limited; Non-executive Director, Beijing Capital Grand Limited; Director, SUISHOU Technology Holding Inc.

      Legal Representative & Executive Director, Kareway Health Investment Group;

      Director, Blue Light (HK) Trading Co., Limited.;

      Director, Taiwan Mergers & Acquisitions and Private Equity Council;

      Advisor, KKR Asia Limited;

      Advisor, CDIB Capital Management Corporation; Advisor, CDIB Capital International Corporation; Vice Chairman, Director, CDIB Capital Group;

      Vice Chairman, China Development Financial Holding Corporation (renamed "KGI Financial");

      Chairman, KGI International Holdings Limited; Advisor, Director, KGI Hong Kong Limited.

      President & CEO, KGI Financial Holdings Co., Ltd.; Director, KGI Life Insurance Co., Ltd.;

      Chairman, KGI Commercial Bank Co., Ltd.;

      Director, Henwell Limited; Director, Henning Limited; Director, Asian Equity Limited;

      Director, DHC One Dalton (HK) Limited;

      Director, Harvard Club of the Republic of China Scholarship Foundation;

      Director, Carlton Holdings (Cayman) Limited;

      Vice Chairman, CDIB Capital International (Hong Kong) Corporation Limited; Advisor, Sorin Investment Fund;

      Independent Director, Sercomm Corporation; Member representative, Cross-Strait CEO Summit;

      Vice Chairman, CDIB Capital International Corporation; Director, KGI Asia Limited.

      None

      None

      None

      None

      75,427

      0.00

      0

      0.00

      0

      0.00

      0

      0.00

      Director

      R.O.C.

      Jing Hui Investment Co., Ltd.

      -

      06/17/

      2022

      to 06/16/

      2025

      06/14/

      2019

      180,000,000

      1.05

      180,000,000

      1.07

      0

      0.00

      0

      0.00

      BBA, University of Texas Austin; MBA, University of North Texas;

      Chief Executive Officer (KSA, Jordan, Kuwait, Malaysia), AI Rajhi Bank, Saudi Arabia;

      Group Executive Director & CEO, Global Consumer Banking (Singapore), Standard Chartered Bank;

      Chairman and Chief Executive, GE North East Asia & President, GE Capital Asia & Head of M&A, GE Asia Pacific & Chief Executive, GE Australia and New Zealand, General Electric (GE); Director, Standard Chartered Bank PLC;

      Director, AI Rajhi Banking & Investment Corporation (Malaysia) Berhad.;

      Director, AI Rajhi Bank, KSA;

      President & CEO, China Development Financial Holding Corporation (renamed "KGI Financial").;

      Director, KGI Life Insurance Co., Ltd. (formerly "China Life"); Chairman, KGI Bank Co., Ltd.

      Advisor, KGI Hong Kong limited;

      Advisor, KGI Bank Co., Ltd.; Member, International Board of Advisors, The University of Texas at Austin.

      None

      None

      None

      None

      0

      0.00

      0

      0.00

      0

      0.00

      0

      0.00

      USA

      Representative

      Stefano Paolo Bertamini

      M/

      61-

      70y

      06/17/

      2022

      to

      06/16/

      2025

      11/20/

      2020

      4,159,388

      0.02

      5,343,820

      0.03

      0

      0.00

      0

      0.00

      56,378

      0.00

      0

      0.00

      0

      0.00

      0

      0.00

      Title

      Nationality

      / Country of Registration

      Name

      Gender / Age

      Date Elected

      Term (Note1)

      Date First Elected

      Shareholding when Elected

      Current Shareholding

      Spouse & Minor Shareholding

      Shareholding by Nominee Arrangement

      Experience

      (Education)

      Other Positions

      Executives, Directors or Supervisors who are spouses or within second degrees of

      kinship

      Note (2)

      Common Shares

      (%)

      Common Shares

      (%)

      Common Shares

      (%)

      Common Shares

      (%)

      Title

      Name

      Relation

      Preferred Shares B

      (%)

      Preferred Shares B

      (%)

      Preferred Shares B

      (%)

      Preferred Shares B

      (%)

      Director

      R.O.C.

      Jing Hui Investment Co., Ltd.

      -

      06/17/

      2022

      to 06/16/

      2025

      06/14/

      2019

      180,000,000

      1.05

      180,000,000

      1.07

      0

      0.00

      0

      0.00

      Doctor of Soochow University, Department of Law; Doctoral research at the University of Munich, Germany; Chairman, Independent Director, CHINA ELECTRIC MFG. CORP.;

      Director, Chunghwa Telecom Co., Ltd.;

      Adjunct Professor, Institute of Financial and Economic Law, Feng Chia University;

      Evaluation member and convener of the Higher Education Evaluation and Accreditation Council of Taiwan;

      Dean of Student Affairs, Soochow University;

      Lecturer, Judges Academy of Judicial Yuan and the Academy for the Judiciary of Ministry of Justice;

      Member, Judicial Evaluation Committee;

      Examining Committee Member, New Taipei Branch of Legal Aid Foundation;

      International & Cross-Strait Academic Exchange, Soochow University;

      Chairman, Director, Taiwan Cybersecurity Foundry Company; Chief manager of the Technology Transfer and Law Center and the senior strategist of the Technology Transfer Law, Industrial Technology Research Institute;

      Independent Director, NEWRETAIL CO., LTD.

      Director, the Science and Technology Law Institute, Institute for Information Industry;

      Supervisor, QSP.Services CO., LTD.

      Professor, the School of Law of Soochow University;

      Member, the Prosecutor Appraisal Committee of the Ministry of Justice;

      Member, the Personal Data Protection Committee of the Civil Judges of the Judicial Yuan;

      Independent Director, GLOBE UNION INDUSTRIAL CORP.;

      Independent Director, Andros Pharmaceuticals Co., Ltd.;

      Member, the Trade Remedy Review Committee of the Ministry of Economic Affairs;

      Director, the Soochow University Mr. Zhang Xiaoci Academic Foundation.

      None

      None

      None

      None

      0

      0.00

      0

      0.00

      0

      0.00

      0

      0.00

      R.O.C.

      Representative Hung Yi Hsiao

      M/ 51-

      60y

      06/17/

      2022

      to 06/16/

      2025

      06/17/

      2022

      0

      0.00

      0

      0.00

      0

      0.00

      0

      0.00

      0

      0.00

      0

      0.00

      0

      0.00

      0

      0.00

      Director

      R.O.C.

      GPPC Chemical Corp.

      -

      06/17/

      2022

      to 06/16/

      2025

      04/05/

      2004

      12,109,973

      0.07

      12,109,973

      0.07

      0

      0.00

      0

      0.00

      MBA, the Wharton School of the University of Pennsylvania; Associate, Lehman Brothers (NY);

      Senior Relationship Banker, Executive Director, Vice President, Lehman Brothers (UK);

      President & CEO, CDIB Capital International Corporation; Chairman & CEO, CDIB Capital International Corporation; Director & CEO, CDIB Capital Group;

      Director, Prime Express International Limited; Director, Prime Express Holdings Limited; Director, Jintex Corporation Ltd.;

      Director, Saint-Exupéry Properties Limited;

      President, Director, Chairman, CDIB Capital International (USA) Corporation;

      President, Vice Chairman, Director, CDIB Capital International (Hong Kong) Corporation Limited;

      Director, CDIB Capital International (Korea) Corporation. Director, Asia Interactive Media Limited;

      Director, Greenroom Inc.

      Vice Chairman, China Development Financial Holding Corporation. (renamed "KGI Financial");

      Vice Chairman, CDIB Capital Group; Director, CDIB Capital Investment II Limited; Director, CDIB Capital Investment I Limited; Director, CDIB Global Markets Limited; Director, CDIB Capital Asia Partners Limited;

      Director & President, CDIB Capital International Corporation; Director, CDIB Buyout Partners Limited;

      Director, CDIB Real Estate Credit Ltd.;

      Director, CDIB Asia Secured Credit Opportunities GP Ltd.; Director, CDIB Intelligence Partners Limited.

      Director, CDIB Capital Group; Director, World Fitness Services Ltd.; Director, World Fitness Asia Limited;

      Director, Eighteen48 Asset Management Limited;

      Advisor, CDIB Capital International Corporation;

      Advisor, BTQ A.G.;

      Vice President and Member of the Executive Committee, the Saint-Exupery Foundation for the Youth;

      Chairman, Saintex Capital Management.; Advisor, KGI Securities Co. Ltd.

      None

      None

      None

      None

      0

      0.00

      0

      0.00

      0

      0.00

      0

      0.00

      France

      Representative Lionel de Saint-Exupéry

      M/ 51-

      60y

      06/17/

      2022

      to 06/16/

      2025

      10/25/

      2019

      5,932,028

      0.03

      7,927,528

      0.05

      0

      0.00

      0

      0.00

      0

      0.00

      0

      0.00

      0

      0.00

      0

      0.00

      Title

      Nationality

      / Country of Registration

      Name

      Gender / Age

      Date Elected

      Term (Note1)

      Date First Elected

      Shareholding when Elected

      Current Shareholding

      Spouse & Minor Shareholding

      Shareholding by Nominee Arrangement

      Experience

      (Education)

      Other Positions

      Executives, Directors or Supervisors who are spouses or within

      second degrees of kinship

      Note (2)

      Common Shares

      (%)

      Common Shares

      (%)

      Common Shares

      (%)

      Common Shares

      (%)

      Title

      Name

      Relation

      Preferred Shares B

      (%)

      Preferred Shares B

      (%)

      Preferred Shares B

      (%)

      Preferred Shares B

      (%)

      Independent Director

      R.O.C.

      Tyzz-Jiun Duh

      M/ 61-

      70y

      06/17

      2022

      to 06/16/

      2025

      06/14/

      2019

      0

      0.00

      0

      0.00

      0

      0.00

      0

      0.00

      Postdoctoral researcher, Graduate Institute of Environmental Resources Engineering, State University of New York, USA; Ph.D. Department of Forestry, National Taiwan University; Director General, Department of Commerce; Director General, Department of Industrial Technology; Ministry of Economic Affairs;

      Director General, Industrial Development Bureau, Ministry of Economic Affairs;

      Vice Minister, Minister; Ministry of Economic Affairs; Minister, Vice Premier; Executive Yuan;

      Minister, National Development Council; Adjunct associate professor, Dept. of Business Administration, Soochow University; Director, Shinfox Energy Co., Ltd.;

      CEO, Taoyuan Industrial Commercial Development & Investment Promotion Committee.

      Independent Director, CDIB Capital Group;

      Policy Advisor, Taiwan Electrical & Electronic Manufacturers' Association; Chief Consultant, Taiwan Transportation Vehicle Manufacturers' Association;

      Independent Director, USI Corporation;

      Independent Director, Macronix International Co., Ltd;

      Director, Fair Winds Foundation;

      Vice Chairman, San Code Foundation. Chief Consultant,

      Chinese National Federation of Industries.

      Member, Taoyuan Industrial Commercial Development & Investment Promotion Committee; Independent Director, Walsin Lihwa

      Corporation.

      None

      None

      None

      None

      0

      0.00

      0

      0.00

      0

      0.00

      0

      0.00

      Independent Director

      R.O.C.

      Shih-Chieh Chang

      M/ 51-

      60y

      06/17

      2022

      to 06/16/

      2025

      06/17/

      2022

      121,602

      0.00

      121,602

      0.00

      0

      0.00

      0

      0.00

      Ph.D., Statistics from the University of Wisconsin-Madison; Independent Director, CTBC Financial Holding Co., Ltd.; Independent Director, CTBC Bank Co., Ltd.;

      Consultant, Public Service Pension Fund Supervisory Board; Independent Director, Taiwan Life Insurance Co., Ltd.; Independent Director, TLG Insurance Co., Ltd.;

      Director, CTBC Business School;

      Independent Director, CTBC Life Insurance Co., Ltd.; Member, Financial Supervisory Commission of Executive Yuan;

      Non-member director and consultant, Securities Investment Trust & Consulting Association of the R.O.C.;

      Member, Financial Ombudsman Institution; Director, Taiwan Insurance Institute; Director, Taiwan Insurance Guaranty Fund; Chairman, Insurance Anti-Fraud Institute;

      Member, Labor Funds Supervisory Committee, Ministry of Labor;

      Chairman, Pan-Asia Risk and Insurance Management Association;

      CEO, EMBA, College of Commerce, National Chengchi University;

      Director, Department of Risk Management and Insurance, National Chengchi University;

      Consultant for Financial White Papers, Taiwan Financial Services Roundtable Co., Ltd;

      Member, the Financial Stability Assessment Committee of the Central Bank.

      Professor, Department of Risk Management and Insurance, National Chengchi University;

      Member, Labor Fund Supervisory Committee;

      Advisory Committee Member, Risk Management Committee, Chunghwa Post Co., Ltd.;

      Director, Risk Management Society of Taiwan;

      Independent Director, Pou Chen Corporation;

      Supervisor, the Securities Investment Trust and Consulting Association of the Republic of China;

      Director, the Jiyun Insurance Cultural and Educational Foundation; Independent Director, KGI Life Insurance Co., Ltd.;

      Member, the Ministry of the Interior's Urban Renewal Public Selection Appeal Council.

      None

      None

      None

      None

      666

      0.00

      666

      0.00

      0

      0.00

      0

      0.00

      Title

      Nationality

      / Country of Registration

      Name

      Gender / Age

      Date Elected

      Term (Note1)

      Date First Elected

      Shareholding when Elected

      Current Shareholding

      Spouse & Minor Shareholding

      Shareholding by Nominee Arrangement

      Experience

      (Education)

      Other Positions

      Executives, Directors or Supervisors who are spouses or within second degrees of

      kinship

      Note (2)

      Common Shares

      (%)

      Common Shares

      (%)

      Common Shares

      (%)

      Common Shares

      (%)

      Title

      Name

      Relation

      Preferred Shares B

      (%)

      Preferred Shares B

      (%)

      Preferred Shares B

      (%)

      Preferred Shares B

      (%)

      Independent Director

      R.O.C.

      Wei Chung

      M/ 61-

      70y

      06/17

      2022

      to 06/16/

      2025

      06/17/

      2022

      0

      0.00

      0

      0.00

      0

      0.00

      0

      0.00

      Master of National Chengchi University, Department of Accounting;

      Adjunct lecturer of National Taipei University of Business; Adjunct lecturer of National Central University;

      CPA, Deloitte & Touche;

      Director, National Federation of CPA Associations of the R.O.C.;

      Chairman, the Professional Ethics Committee of the National Federation of CPA Associations of the R.O.C.;

      CPA: Hua Nan Financial Holdings Co., Ltd.; CPA: Hua Nan Commercial Bank Co., Ltd.; CPA: Hua Nan Securities Co., Ltd.;

      CPA: Hua Nan Assets Management Co., Ltd.; CPA: South China Insurance Co., Ltd.;

      CPA: BizLink Holdings Inc.; CPA: Chia Hsin Cement Co., Ltd.; CPA: Taian Insurance Co., Ltd.;

      Special Assistant to Chairman, BizLink International Corp.

      Independent Director,

      Hi Sharp Electronics Co., Ltd.

      None

      None

      None

      None

      Note 1: Duration for the 8th term of the Board: from June 17, 2022 to June 16, 2025.

      Note 2: Where the chairman of the board of directors and the president, or a person of an equivalent post at the Company (the most senior manager), are the same person, spouses or relatives within the first degree of kinship, related information must be provided, stating the reasons, legitimacy, necessity, and the specific response measures being taken to justify such an arrangement (e.g. increasing board seats for independent directors; ensuring a majority of directors do not serve concurrently as an employee or manager, etc.)

      Note 3: Not served as director between June 15, 2007-December 21, 2017, and March 4, 2010- April 25, 2024. Elected as Chairman by the board of directors of CDFH (renamed "KGI Financial") on April 26, 2024.

      Chart 1: Major shareholders of the institutional shareholders

      March 31, 2025

      Name of Institutional Shareholders

      Major Shareholders

      Percentage

      Chi Jie Investment Co., Ltd.

      Hen-Yu, Chen

      99.99

      Jing Hui Investment Co., Ltd.

      Shin Wen Investment Co., Ltd.

      100.00

      GPPC Chemical Corp.

      Grand Pacific Petrochemical Corp.

      100.00

      Chart 2: Major shareholders of the Company's major institutional shareholders

      March 31, 2025

      Name of Institutional Shareholders

      Major Shareholders

      Percentage

      Shin Wen Investment Co., Ltd.

      Wei Hung Investment Co., Ltd.

      100.00

      Grand Pacific Petrochemical Corp. (note)

      KGI Securities Co., Ltd.

      8.85

      Chung Kwan Investment Co., Ltd.

      2.94

      Shin Wen Investment Co., Ltd.

      2.7

      Jing Kwan Investment Co., Ltd.

      2.39

      Chen Ling Chang

      2.05

      Ho Wei Investment Co., Ltd.

      1.66

      Chung Cheng Investment Co., Ltd.

      1.39

      JPMorgan Chase Bank N.A., in custody for Vanguard Emerging Markets Stock Index Fund

      1.28

      JPMorgan Chase Bank N.A., Taipei Branch in custody for Vanguard Total International Stock Index, a series of Vanguard Star Funds

      1.23

      Tien Neng Huang

      1.13

      Note: as of April 9, 2024

    2. ‌Directors (II)
      1. Disclosure of information on the professional qualifications of directors and the independence of independent directors

        March 31, 2025

        Criteria

        Name

        Professional qualifications and experience (Note 1)

        Independence Criteria (Note2)

        Number of Other Public Companies in Which the Individual is Concurrently Serving as an Independent Director

        Chairman Chi Jie Investment Co., Ltd.

        Representative Alan Wang

        0

        Vice Chairman Chi Jie Investment Co., Ltd.

        Representative Jong-Chin Shen

        There is no violation of the provisions outlined in Article 4-1 of the "Regulations Governing Qualification Requirements for the Founder or Responsible Persons of Financial Holding Companies and Concurrent Serving Restrictions and Matters for Compliance by the Responsible Persons of a Financial Holding Company."

        1

        • Expertise: Insurance business management, financial investment and asset allocation, strategic planning.

        • Experience: Director and President of China Development Financial Holding Corporation (renamed "KGI Financial"); Chairman and President of China Life Insurance (renamed "KGI Life"); Chief Investment Officer of Ping An Insurance Group; Independent Director of Fubon Financial Holding Co., Ltd.; Independent Director of Fubon Life Insurance; Independent Director of Jih Sun Financial Holding Co., Ltd.; Independent Director of Jih Sun Securities.

        • During the tenure as Chairman of KGI Life Insurance, Alan initiated multiple mergers and business acquisitions, leveraging exceptional vision and management skills to lead the team in achieving record highs in both performance and profitability. Concurrently, he focused on developing ESG initiatives, leading KGI Life Insurance to receive recognition from the "Center for Business Sustainability, National Chengchi University" with the "Outstanding Performance in TCFD Report Evaluation" award, as well as several awards such as the "National Sustainable Development Award" from the "National Council for Sustainable Development."

        • Comply with Article 9, Paragraph 1, Subparagraph 1, Paragraph 2, Paragraph 5, and Insurance professional qualifications specified in Paragraph 10 of the "Regulations Governing Qualification Requirements for the Founder or Responsible Persons of Financial Holding Companies and Concurrent Serving Restrictions and Matters for Compliance by the Responsible Persons of a Financial Holding Company."

        • Not been a person of any conditions defined in Article 30 of the Company Law.

        1. Concurrent Chairman of KGI Life Insurance Co., Ltd., a 100% subsidiary of the company.

        2. There is no violation of the provisions outlined in Article 4-1 of the "Regulations Governing Qualification Requirements for the Founder or Responsible Persons of Financial Holding Companies and Concurrent Serving Restrictions and Matters for Compliance by the Responsible Persons of a Financial Holding Company."

        • Expertise: Economic policy, industrial development, government policy strategy, information and cybersecurity.

        • Experience: Senior Advisor to the President, Office of the Presidential R.O.C., Chairman of Taiwan Financial Holdings, Vice Premier and Chief Cybersecurity Officer of the Executive Yuan, Minister of Economic Affairs, Convener of the National Stabilization Fund Management Committee, Commissioner of the Financial Supervisory Commission.

        • During Jong-Chin Shen's tenure as Chairman of Taiwan Financial Holdings, he successfully turned BankTaiwan Life Insurance from loss to profit and promoted "policy oriented finance," enhancing exchanges between Taiwan Bank branches and the industrial sector, and established the role of Sustainability Officer. Taiwan Financial Holdings became the first financial holding group in the country to have a Sustainability Officer set up across the entire group.

        • As Vice Premier and Minister of Economic Affairs, he actively promoted industrial transformation and energy transition, establishing Taiwan as a center for advanced manufacturing, semiconductor advanced processes, high-tech research and development, and green energy development. Jong-Chin Also promoted three major investment plans in Taiwan, with an aim to attract NTD2.5 trillion in investments by 2025, laying the foundation for Taiwan's recent economic growth and future development.

        • During his tenure as Vice Premier and Chief Cybersecurity Officer of the Executive Yuan, he prioritized cybersecurity as a national security issue. Oversight was provided to government agencies at all levels to respond to cyber attacks from Chinese hackers, supporting the industrialization of Taiwan's cybersecurity sector and establishing a comprehensive cybersecurity industry ecosystem.

        • Comply with Article 9, Paragraph 1, Subparagraph 3, and Paragraph 2 of the "Regulations Governing Qualification Requirements for the Founder or Responsible Persons of Financial Holding Companies and Concurrent Serving Restrictions and Matters for Compliance by the Responsible Persons of a Financial Holding Company".

        Criteria

        Name

        Professional qualifications and experience (Note 1)

        Independence Criteria (Note2)

        Number of Other Public Companies in Which the Individual is Concurrently Serving as an Independent Director

        Director Paul Yang

        1

        Director Jing Hui

        Investment Co., Ltd.

        Representative Stefano Paolo Bertamini

        There is no violation of the provisions outlined in Article 4-1 of the "Regulations Governing Qualification Requirements for the Founder or Responsible Persons of Financial Holding Companies and Concurrent Serving Restrictions and Matters for Compliance by the Responsible Persons of a Financial Holding Company."

        0

        Director Jing Hui

        Investment Co., Ltd.

        Representative Hung Yi Hsiao

        There is no violation of Article 4-1 of the "Regulations Governing Qualification Requirements for the Founder or Responsible Persons of Financial Holding Companies and Concurrent Serving Restrictions and Matters for Compliance by the

        2

        • Not been a person of any conditions defined in Article 30 of the Company Law.

        • Expertise: Banking, insurance, securities, venture capital, mergers and acquisitions, asset management, international investment

        • Experience: Former Vice Chairman and President & CEO of China Development Financial Holdings (renamed "KGI Financial" ), President & CEO of China Development Industrial Bank (renamed "CDIB Capital Group"), and the Chairman of CDIB Capital International Corporation Limited ("CCIC"), Partner & Head of Greater China at KKR Asia Limited, Managing Director and Global Head of Private Equity and Mezzanine Finance at DBS Bank based in Hong Kong. He also held positions at Goldman Sachs, General Atlantic and Boston Consulting Group in the U.S. and Asia.

        • During his tenure as CEO of CDFH (renamed "KGI Financial"), Paul successfully restructured CDIB from a then-proprietary private equity operation into a regional asset manager, and completed a series of strategic acquisitions in banking and securities that transformed CDFH (renamed "KGI Financial"). Paul also served as a Partner & Head of Greater China for KKR Asia Limited from January 2017 to June 2022. Under Paul's leadership, KKR China has made over US$5 billion of private equity investments in areas of digital economy, healthcare, education, and advanced manufacturing. In addition, Paul has successfully expanded the scope of KKR's franchise beyond private equity investments to include other asset classes such as commercial real estate, private credit, and infrastructure and technology ventures. For three years in a row since Paul took office, KKR has been voted by Private Equity International as the Private Equity firm of the Year for China.

        • Comply with Article 9, Paragraph 1, Subparagraph 1, Paragraph 2, Paragraph 3, and Banking professional qualifications as specified in Paragraph 9, and Insurance professional qualifications as specified in Paragraph 10 of the "Regulations Governing Qualification Requirements for the Founder or Responsible Persons of Financial Holding Companies and Concurrent Serving Restrictions and Matters for Compliance by the Responsible Persons of a Financial Holding Company".

        • Not been a person of any conditions defined in Article 30 of the Company Law.

        1. Individual Director.

        2. Concurrently serves as the President of the company, classified as an executive manager.

        3. Also serves as the Chairman of KGI Bank and Director of KGI Life, both of which are 100% subsidiaries of the company.

        4. There is no violation of the provisions outlined in Article 4-1 of the "Regulations Governing Qualification Requirements for the Founder or Responsible Persons of Financial Holding Companies and Concurrent Serving Restrictions and Matters for Compliance by the Responsible Persons of a Financial Holding Company."

        • Expertise: Banking, insurance, strategic planning

        • Experience: Chairman of KGI Bank, Director of KGI Life Insurance, and President of China Development Financial Holding Corporation (renamed "KGI Financial").

        • During Stefano's tenure as CEO of Al Rajhi Bank, he led the team to double the bank's market value to $45 billion and significantly increase profits by 65% to $3.1 billion. As Chairman of KGI Bank, he led the bank to win numerous awards, including the Bronze Award in the "Taiwan Service Industry Grand Evaluation" for Domestic Banks, the Service Excellence Award, and The Asset magazine's Best Digital ESG Project.

        • Comply with Article 9, Paragraph 1, Subparagraph 1, Paragraph 2, and Banking professional qualifications as specified in Paragraph 9 of the "Regulations Governing Qualification Requirements for the Founder or Responsible Persons of Financial Holding Companies and Concurrent Serving Restrictions and Matters for Compliance by the Responsible Persons of a Financial Holding Company".

        • Not been a person of any conditions defined in Article 30 of the Company Law.

        • Expertise: Anti-money laundering compliance, information security, personal data protection

        • Experience: Professor at the School of Law, Soochow University; Director of the Science and Technology Law Institute, Institute for Information Industry; Director of Taiwan Cybersecurity Foundry Company; Supervisor of QSP.Services CO., LTD.; Chairman of China Electric; Director of Chunghwa Telecom; Member of the Personal Data Protection Committee for Civil Judges at the Judicial Yuan.

        • Long-term engagement in legal education and academic research, with qualifications as an arbitrator and rich practical legal experience; During tenure as Director of the Science and Technology Law Institute at the Institute for Information Industry,

        Criteria

        Name

        Professional qualifications and experience (Note 1)

        Independence Criteria (Note2)

        Number of Other Public Companies in Which the Individual is Concurrently Serving as an Independent Director

        and as Director of Chunghwa Telecom and Taiwan Cybersecurity Foundry Company, accumulated rich practical experience in emerging technology service fields such as fixed-line and mobile communication, big data, information security, Internet of Things, artificial intelligence, cloud and network data centers.

        Responsible Persons of a Financial Holding Company"

        Director

        GPPC Chemical Corp.

        Representative Lionel de Saint-Exupéry

        Responsible Persons of Financial Holding Companies and Concurrent Serving Restrictions and Matters for Compliance by the Responsible Persons of a Financial Holding Company".

        0

        Independent Director

        Tyzz-Jiun Duh

        Responsible Persons of Financial Holding Companies and Concurrent Serving Restrictions and Matters for Compliance by the Responsible Persons of a Financial Holding Company".

        3

        • Comply with Article 9, Paragraph 1, Subparagraph 3, and Paragraph 2 of the "Regulations Governing Qualification Requirements for the Founder or Responsible Persons of Financial Holding Companies and Concurrent Serving Restrictions and Matters for Compliance by the Responsible Persons of a Financial Holding Company".

        • Not been a person of any conditions defined in Article 30 of the Company Law.

        • Expertise: Venture capital, banking, asset management.

        • Experience: Analyst at Lehman Brothers (New York), Senior investment banker at Lehman Brothers (London), Executive director, EVP, Vice chairman of China Development Financial Holding Corporation (renamed "KGI Financial"), Director of China Development Industrial Bank (renamed "CDIB Capital Group"), Vice chairman of CDIB Capital, Chairman and CEO of CDIB Capital International.

        • During the tenure as director of CDIB Capital, led the company to successfully transform into a regional asset management provider offering diverse services and established a robust international investment platform, with a total value of third-party and proprietary asset management reaching USD 2.5 billion.

        • Comply with Article 9, Paragraph 1, Subparagraph 3, and Paragraph 2 of the "Regulations Governing Qualification Requirements for the Founder or Responsible Persons of Financial Holding Companies and Concurrent Serving Restrictions and Matters for Compliance by the Responsible Persons of a Financial Holding Company".

        • Not been a person of any conditions defined in Article 30 of the Company Law.

        1. Also serves as the director of CDIB Capital, a 100% subsidiary of the company.

        2. There is no violation of Article 4-1 of the "Regulations Governing Qualification Requirements for the Founder or

        • Expertise: Venture capital, banking, industrial development, information and communication security.

        • Experience: Vice Premier of the Executive Yuan, Minister of Economic Affairs, Chairman of the National Development Council, Independent Director of China Development Industrial Bank (renamed "CDIB Capital Group").

        • During tenure in government agencies, committed to the promotion of strengthening information security protection, coordinating and formulating information and communication security policies, and handling cross-ministerial coordination of information and communication security affairs, with a solid background in the field of information security.

        • Comply with Article 9, Paragraph 1, Subparagraph 3, Paragraph 2, and Paragraph 3 of the "Regulations Governing Qualification Requirements for the Founder or Responsible Persons of Financial Holding Companies and Concurrent Serving Restrictions and Matters for Compliance by the Responsible Persons of a Financial Holding Company" and professional qualification stipulated in Article 2, Paragraph 1, Subparagraph 3of the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies".

        • Not been a person of any conditions defined in Article 30 of the Company Law.

        1. Also serves as the independent director of CDIB Capital, a 100% subsidiary of the company.

        2. Comply with the provisions of Article 3 and Article 4 of the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies."

        3. There is no violation of Article 4-1 of the "Regulations Governing Qualification Requirements for the Founder or

        Criteria

        Name

        Professional qualifications and experience (Note 1)

        Independence Criteria (Note2)

        Number of Other Public Companies in Which the Individual is Concurrently Serving as an Independent Director

        Independent Director Shih-Chieh Chang

        Responsible Persons of Financial Holding Companies and Concurrent Serving Restrictions and Matters for Compliance by the Responsible Persons of a Financial Holding Company".

        2

        Independent Director Wei Chung

        Responsible Persons of Financial Holding Companies and Concurrent Serving Restrictions and Matters for Compliance by the Responsible Persons of a Financial Holding Company".

        1

        • Expertise: Insurance, risk management, insurance actuarial

        • Experience: Professor at the Department of Risk Management and Insurance, National Chengchi University; Independent Director of CTBC Financial Holding; Independent Director of CTBC Bank; Independent Director of Taiwan Life Insurance; Full-time Commissioner of the Financial Supervisory Commission, Executive Yuan; Member of the Financial Consumer Dispute Resolution Center Committee; Director of the Insurance Business Development Center; Director of the Taiwan Insurance Guaranty Fund.

        • During the secondment to the Financial Supervisory Commission as a full-time commissioner, participated in the implementation of Taiwan's important financial and insurance supervision policies and practical supervisory operations, while promoting the development of Taiwan's financial and insurance industries and various international financial integration businesses. Holds the qualification of Associate Actuary from the Actuarial Institute of the ROC, with a rich academic foundation and practical experience in the field of risk management.

        • Comply with Article 9, Paragraph 1, Subparagraph 3, Paragraph 2, Paragraph 3 of the "Regulations Governing Qualification Requirements for the Founder or Responsible Persons of Financial Holding Companies and Concurrent Serving Restrictions and Matters for Compliance by the Responsible Persons of a Financial Holding Company" and professional qualification stipulated in Article 2, Paragraph 1, Subparagraph 1 of the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies" .

        • Not been a person of any conditions defined in Article 30 of the Company Law.

        1. Also serves as the independent director of KGI Life, a 100% subsidiary of the company.

        2. Comply with the provisions of Article 3 and Article 4 of the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies."

        3. There is no violation of Article 4-1 of the "Regulations Governing Qualification Requirements for the Founder or

        • Expertise: Financial audit, financial accounting

        • Experience: Director of the Certified Public Accountants Associations of the Republic of China, Chairman of the Professional Ethics Committee of the Certified Public Accountants Associations of the Republic of China, Practicing Accountant at Deloitte & Touche.

        • Holds the qualification of Certified Public Accountant in the Republic of China, and during the tenure as a certifying accountant, was responsible for the certification work of companies such as Hua Nan Financial Holdings, Hua Nan Bank, Hua Nan Securities, Hua Nan Insurance, and Taian Insurance, with rich practical experience in accounting and auditing in the financial and insurance industries.

        • Comply with Article 9, Paragraph 1, Subparagraph 3, Paragraph 2, and Paragraph 3 of the "Regulations Governing Qualification Requirements for the Founder or Responsible Persons of Financial Holding Companies and Concurrent Serving Restrictions and Matters for Compliance by the Responsible Persons of a Financial Holding Company" and professional qualification stipulated in Article 2, Paragraph 1, Subparagraph 2 of the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies."

        • Not been a person of any conditions defined in Article 30 of the Company Law.

        1. Comply with the provisions of Article 3 and Article 4 of the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies."

        2. There is no violation of Article 4-1 of the "Regulations Governing Qualification Requirements for the Founder or

        Note 1: Professional qualifications and experience: describe the professional qualifications and experience of individual directors and supervisors. If they are members of the audit committee and have accounting or financial expertise, their accounting or financial background and work experience should be stated, and whether they have not there are various matters in Article 30 of the Company Act.

        Note 2: Independent directors should state their independence, including but not limited to whether they, their spouse, or relatives within the second degree of kinship serve as directors, supervisors or employees of the company or its affiliated companies; The number and proportion of the company's shares held by relatives (or in the name of others); whether they serve as a company that has a specific relationship with the company (refer to the provisions of Article 3, Paragraph 1, Subparagraphs 5 to 8 of the Regulations on the Establishment of Independent Directors and Matters to be Complied with in Public Offering Companies) Directors, supervisors or employees; the amount of remuneration received for providing business, legal, financial, accounting and other services to the company or its affiliates in the last two years.

        Directors' Area of Expertise

        5

        4

        3

        2

        1

        0

        Number of people

        A

        B

        D

        G

        I

        C

        E F

        H

        A Banking

        D Venture Capital

        G Information Security

        B Insurance

        E Finance/Accounting H Risk Management

        C Securities F Legal

        I Government Policy

        B

      2. Board Diversity and Independence:

(1) Diversity of the Board of Directors:

The election of the company's directors follows the candidate nomination mechanism as stipulated in Article 16 of the company's Articles of Incorporation. To promote the sound development of the board's structure and functions, the company's "Corporate Governance Best Practice Principles" clearly state that the board should consider diversity. This includes ensuring that the proportion of directors concurrently serving as company executives is not excessively high. The selection of directors should comprehensively consider the company's operations, business model, and development needs, focusing on the "basic qualifications" of board members (including gender, age, nationality, culture, and ethnicity) and their professional knowledge and skills (including professional background, expertise, and industry experience). To achieve the ideal objectives of corporate governance, directors should generally possess the necessary knowledge, skills, and qualities required for their duties, such as operational judgment, accounting and financial analysis, management capabilities, crisis management, industry knowledge, international market perspective, leadership, decision-making, and risk management knowledge and abilities.

The term of office for the company's directors is three years. The term for the 8th board of directors is from June 17, 2022, to June 16, 2025. The current board consists of nine members, including three independent directors and one individual director, with independent directors making up 33.33% of the board. None of the three independent directors have served more than three consecutive terms. There is one director concurrently serving as an executive of the company or its subsidiaries (accounting for 11.11% of the board seats). Among the nine board members, two are foreign nationals. The average age of all directors is approximately 63.11 years, and the average tenure is 5.2 years.

The board members come from diverse backgrounds in finance, industry, and academia, possessing rich management experience, international exposure, and the necessary professional knowledge and skills required for their duties. The composition of the board aligns with the company's

diversity goals: (1) at least one director with industry experience in banking, securities, insurance, and venture capital subsidiaries; (2) the proportion of directors concurrently serving as executives of the company or its subsidiaries does not exceed one-third; (3) at least one director with qualifications as an actuary or accountant; (4) at least three directors with expertise in marketing and strategic planning, risk management, finance/financial services, corporate governance, business and marketing, information technology/cybersecurity, and international experience;

(5) independent directors do not serve more than three consecutive terms. The implementation is detailed in the table below. The diversity of the company's board members is also disclosed on the company's official website (URL: https://www.kgi.com/zh-tw/-/media/files/cdf/esg/board-of-directors/en/diversity-and-independence-8th--term-board-of-directors.pdf).

In addition to discreetly considering the board's composition and diversity, the selection of the company's directors also takes into consideration their independence and experience with economic, environmental, and social issues, as well as the company's operations, business model, and development needs. Although the current proportion of female directors on the board has not yet reached one-third, among the 40 directors and supervisors of the first-tier subsidiaries, 15 are female, accounting for 37.5%, which exceeds one-third. To enhance the gender diversity of the company's board members and increase female participation in corporate governance and operational decision-making, the company approved a revision of the "Corporate Governance Best Practice Principles" on February 20, 2023, to include a policy on the diversity of board members, specifying that the board should include female directors. The company plans to actively recruit at least one female director with professional knowledge, skills, and experience during the re-election of the 9th board in 2025, gradually moving towards the goal of having one-third of the board seats occupied by directors of different genders.

March 31, 2025

Title

Name

Photo

Executive/ Non-Executive Director note 1

Tenure (years)

Diversity Standards

Committee

Concurrent positions note 4 in other companies do not exceed 4

Independence of external director note2

Basic Profile

Industry Experience

Professional Knowledge/Skill

Gender

Nationality

Age

Holding company

Commercial Banking

Securities/Insurance

PE/VC Investment

Government & Public sector

Execution & Strategic Planning

Risk Management

Financial Services

Corporate Governance

Business & Marketing

Information Security/Cyber Security

International Experience

Audit Committee

Remuneration Committee

Sustainability Committee

Risk Management Committee

Ethical Corporate Management Committee

Nomination and Performance Evaluation Committee

Business Development Investment and Major Capital Expenditure Committee

41

to 50

51

to 60

61

to 70

71

above

Chairman

Chi Jie Investment Co., Ltd. Representative

Alan Wang



Non-Executive Director

6y 5m

>6

Male

R.O.C.

Vice Chairman

Chi Jie Investment Co., Ltd. Representative Jong-Chin

Shen



Non-Executive Director

10m

<3

Male

R.O.C.

Director

Paul Yang



Executive Director

15y 11m

>6

Male

R.O.C.

N/A

Director

Jing Hui Investment Co., Ltd. Representative Stefano Paolo

Bertamini



Non-Executive Director

4y 5m

3~6

Male

USA

Director

Jing Hui Investment Co., Ltd. Representative

Hong Yi Hsiao



Non-Executive Director

2y 9m

<3

Male

R.O.C.

Director

GPPC

Chemical Corp.

Representative Lionel de

Saint-Exupéry



Non-Executive Director

5y 6m

3~6

Male

France

Independent Director

Tyzz-Jiun Duh



Non-Executive Director

5y 10m

3~6

Male

R.O.C.

Title

Name

Photo

Executive/ Non-Executive Director note 1

Tenure (years)

Diversity Standards

Committee

Concurrent positions note 4 in other companies do not exceed 4

Independence of external director note2

Basic Profile

Industry Experience

Professional Knowledge/Skill

Gender

Nationality

Age

Holding company

Commercial Banking

Securities/Insurance

PE/VC Investment

Government & Public sector

Execution & Strategic Planning

Risk Management

Financial Services

Corporate Governance

Business & Marketing

Information Security/Cyber Security

International Experience

Audit Committee

Remuneration Committee

Sustainability Committee

Risk Management Committee

Ethical Corporate Management Committee

Nomination and Performance Evaluation Committee

Business Development Investment and Major Capital Expenditure Committee

41

to 50

51

to 60

61

to 70

71

above

Independent Director

Shih-Chieh Changnote 3



Non-Executive Director

2y 9m

<3

Male

R.O.C.

Independent Director

Wei Chungnote 3



Non-Executive Director

2y 9m

<3

Male

R.O.C.

Note 1: An executive director refers to a director who holds a managerial position within the company or its subsidiaries.

Note 2: The independence of external directors is defined according to the S&P Dow Jones Sustainability Index's definition of independent directors. There are nine criteria, of which at least four must be met, including at least two from the first three criteria. Based on this definition, the company has six independent directors, including the chairman and vice chairman, who are also non-executive directors and independent directors:

  1. The director has not been employed as a senior executive of the company in the past year.

  2. In the current and past year, neither the director nor their family members have received payments exceeding USD 60,000 from the company or any subsidiary, except as permitted under the U.S. SEC Rule 4200.

  3. The director is not a family member of a senior executive of the company or any subsidiary.

  4. The director must not be (and must not be affiliated with a company that is) an adviser or consultant to the company or a member of the company's senior management.

  5. The director must not be affiliated with a significant customer or supplier of the company.

  6. The director must have no personal services contract(s) with the company or a member of the company's senior management.

  7. The director must not be affiliated with a not-for profit entity that receives significant contributions* from the company.

  8. In the past year, the director has not been employed by or a partner of the company's external auditing firm.

  9. The director has no conflicts of interest affecting the independent operation of the board.

Director Paul Yang (President of the company) is an internal director (executive director) and therefore is not subject to the aforementioned criteria for external director independence.

Note 3: Independent Director Shih-Chieh Chang holds a professional qualification as an Associate Actuary (Actuarial Institute of the Republic of China), and Independent Director Chung Wei holds a professional qualification as a Certified Public Accountant.

Note 4: Concurrent positions in other companies refer to serving as a director (including independent director) or supervisor of a listed or over-the-counter company; all concurrent positions comply with relevant regulations.

.

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