2024 Sunplus Annual Report

Jun 11, 2025 at 8:02 AM UTC · MarketScreener

Stock code: 2401

2024 Annual Report

Sunplus Technology Co., Ltd.

Annual Report website: https://http://mops.twse.com.tw Date of publication: April 15th, 2025

PLEASE READ FOLLOWING NOTICE BEFORE USING THIS REPORT

Readers are advised that the original version of the report is in Chinese. If there is any conflict between these financial statements and the Chinese version or any difference in the interpretation of the two versions, the Chinese-language report shall prevail.

Except as required by law, we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.

The materials and information provided on this report have been issued by Sunplus and are posted solely for informational purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any securities issued by us or otherwise.

Spokesperson

Name: Joseph Chuang Title: Director

Tel: +886-3-5786005

E-mail: IR@sunplus.com

Deputy Spokesperson

Name: Ming-Yi Kuo

Title: Assistant Project Manager Tel: +886-3-5786005

E-mail: IR@sunplus.com

SUNPLUS HEADQUARTERS

19, Innovation 1st Road, Hsinchu Science Park, Hsinchu 300, Taiwan Tel: +886-3-5786005

Stock Transfer Agency

Transfer Agency Department, CTBC Bank Co., Ltd.

5F., No. 83, Sec. 1, Chongqing S. Rd., Zhongzheng Dist., Taipei City 100, Taiwan (R.O.C.) Tel: +886-2-66365566

Website: https://www.ctbcbank.com

AUDITORS

Name: Tung-Hui Yeh, Ya-Yun Chang

Company: Deloitte & Touche Tohmatsu Limited

6F, 2, Prosperity Road 1, Hsinchu Science Park, Hsinchu 300, Taiwan Tel: +886-3-5780899

Website: https://www.deloitte.com.tw

Sunplus Website:

https://www.sunplus.com

Sunplus Technology Co., Ltd.

2024 Annual Report TABLE OF CONTENT

LETTER TO SHAREHOLDERS 1
CORPORATE GOVERNANCE 3
1. Information on Directors, President, Vice Presidents, Assistant Vice Presidents, and Heads of Departments and Branch Offices Organization Chart 3
2. Remuneration to Directors, Presidents, and Vice Presidents 11
3. Corporate Governance Implementation 17
4. Information on visa accounting expenses 43
5. Replacement of Auditors 44
6. Chairman, Presidents, and Managers in Charge of Finance and Accounting Who Held a Position in Sunplus' Independent Audit Firm or Its Affiliates during the Recent Year 44
7. Net Change in Shareholding and Net Changes in Shares Pledged by Directors Management, and Shareholders with 10% Shareholding or More 44
8. Top 10 Shareholders & Related Parties 45
9. Long-term Investment Ownership 46
FUNDRAISING STATUS 47
1. Capitalization 47
2. The handling of corporate bonds shall include outstanding corporate bonds and corporate bonds in process, and disclose relevant matters and their impact on shareholders' rights and interests with reference to the provisions of Article 248 of the Company Law 51
3. The handling of special shares shall include the special shares in circulation and in process, and disclose the relevant issuance conditions, impact on shareholders' rights and interests, and matters stipulated in Article
  157 of the Company Law 51
4. Issuance of GDR 51
5. Employee Stock Options Plan 51
6. Restricted Employees Stock 52
7. Handling of issuing new shares for mergers or acquisitions of other companies' shares 52
8. Fund utilization plan and implementation: not applicable 52
BUSINESS HIGHLIGHT 53
1. Business Activities 53
2. Market Status 63
3. Personnel Structure 68
4. Environmental Protection & Expenditures 69
5. Employees 70
6. Information security management 71
7. Important Contracts 73
FINANCIAL ANALYSIS 74
1. Financial Status 74
2. Financial Performance 75
3. Cash Flow 76
4. Major Capital Expenditure 77
5. Long-Term Investment 77
6. Risk Management 77
7. Other Remarks 84
PECIAL NOTES 85
1. Affiliates for Recent Year 85
2. In the most recent year and as of the date of publication of the annual report, the situation of private placement securities 93
3. Other necessary supplementary explanations 93
4. In the most recent year and as of the date of publication of the annual report, if there are any events that have a significant impact on shareholders' equity or securities prices as stipulated in Paragraph 2 of Article 36 of the Securities and Exchange Act 93

‌LETTER TO SHAREHOLDERS BUSINESS REPORT
2024 Business Results
Sunplus consolidated net operating revenue totaled NT$6,434 million and the gross profit were NT$3,115 million in 2024. While R&D expense totaled NT$2,153 million and the G&A expenses were NT$526 million, marketing expense were NT$328 million, The operating profit for 2024 was NT$107 million. Including total non-operating net income NT$686 million, The profit before tax reached NT$792 million. Excluding the income tax expense NT$196 million, The company's net profit after tax for 2024 was NT$596 million. The
Net profit attributable to owner of the Company were NT$259 million which the Earnings Per Share after tax for 2024 was NT$0.44.
The consolidated net sales in 2024 increase 16.23% compared to the same period last year. Gross profit margin is approximately 48%, Increase from 46% in the previous year. The operating profit of NT$107 million in 2024 represents an improvement from the operating loss of NT$247 million in 2023, the profit increased by 143.08%.
Non-operating revenue increase from 161 million in 2023 to 686 million in 2024, mainly because increase in equity method company profits in 2024 compared to 2023 was NT$449 million due to disposal.
The IFRS Consolidated Statement exposes other comprehensive gains and losses in 2024, Including the difference between the conversion of financial statements of foreign operating institutions, unrealized gains and losses on equity instrument investments measured at fair value through other comprehensive income, determine the number of reassessments of the welfare plan, the shareholding of related enterprises recognized by equity method, the total other comprehensive income after tax for 2024 is a net loss of NT$97 million. The total comprehensive income for 2024 is NT$499 million, the total comprehensive income attributable to the owners of the company is NT$149 million.
Product Research and Development and the Company's Business Plan
Sunplus technology focuses on the development of automotive chips and intelligent surround audio chips. Automotive chips include Intelligent Cockpit, Advanced Driver Assistance Systems, In-car sound effects, while intelligent surround audio chips encompass products such as Soundbar, Gaming Soundbar, Party Speaker, and Speakerphone. In addition to the aforementioned categories and chip products for entertainment systems, it also introduces the smart computing chip Plus1 suitable for AIoT applications.
In addition to being used in automobiles, In-Vehicle Infotainment (IVI) systems are also being promoted by Sunplus for use in two-wheeler instrument clusters, expanding the market and value of its automotive product line. In the SoundBar product line, besides incorporating Bluetooth wireless transmission, Sunplus is also actively promoting PC/Gaming Soundbar. The sales growth of these new products will be the main driver of revenue and profit growth for Sunplus.
The intelligent computing chip, Plus1, significantly reduces the development threshold for Edge Computing applications. The chip, developed on a 12-nanometer process and equipped with AI capabilities, will be the optimal solution for small-scale, diverse AIoT startup applications. Sunplus has also received subsidies from the Ministry of Economic Affairs, which will be used to develop the next-generation 12nm AI chip with enhanced functionality.
The main product lines of Generalplus include: Consumer IC, Multimedia IC, and MCU. In the field of consumer ICs, a new 4-bit reduced instruction set CPU voice synthesis control IC was launched, providing customers with a cost-optimized voice synthesis solution. The 16-bit voice microcontroller signal processing IC continues to be optimized to offer customers a high cost-performance voice/music synthesis solution. In multimedia products, development of the next-generation 40nm, 32-bit high cost-performance multimedia SoC prototype was completed. The chip integrates an ARM9 CPU, image signal processing, AI accelerator, and high-speed audio/video interfaces. In algorithm development, deep learning algorithms were successfully developed for facial aging, dual-person pose estimation, driver status detection, blind-spot detection, and rear collision warning. In MCU products, next-generation 8-bit and 32-bit high cost-performance Flash MCUs were developed, suitable for applications such as BLDC motor control and wireless charging. In product applications, the company successfully obtained one of the world's first certifications for the latest Qi 2.0 wireless charging standard from the Wireless Power Consortium (WPC).
83% of Sunplus Innovation Technology sales in 2024 come from PC-related cameras, and the other 17% of sales come from USB external cameras, driving pulls, high-speed cameras, and IoT-related. In the current market with uncertain visibility, we will continue to enhance the efficiency of our technical research and product development while persistently deepening our presence in the AI machine vision field.
Subsidiaries in China include Shanghai Sunplus, Shanghai Beyond Technology, Shanghai Joyhom Technology, Sunplus Prof-tek Technology (Shenzhen), Sunmedia, CQPlus1 (Chongqing), Sunplus-EHUE. Mainly to support the Company's mainland customers in the Company's engineering services and business promotion.
External Competition, Regulations, and Macroeconomic Environment Impact
Looking back at 2024, the global economy gradually recovered, but market demand remained volatile due to the U.S.-China trade tensions and geopolitical uncertainties. In response to these challenges, Sunplus not only returned to profitability by offering more cost-effective products and actively reducing inventory, but also continued to invest in technology and product development. The company accelerated the pace of innovation to develop new products and applications, aiming to stay competitive and strengthen its market position.
Looking ahead to 2025, The tariff policy of the new U.S. administration, and the potential recovery of the Chinese economy make economic development full of variables and challenges. The bottleneck to industry growth is no longer found solely in foundry or packaging and testing outsourcing, but rather in the demand generated by economic growth. The Company will pay close attention to changes in the international economic environment, and actively develop new products, and comply with market demand.
Future Company Development Strategy
Sunplus Technology and all subsidiary entities within the group will continue to deepen their core competencies in various fields, develop new products, and actively invest in advanced technologies to enhance product value and create new products and markets. We will adjust and optimize product lines and investments, observe market trends, actively expand markets, improve performance both within and beyond our core business, and accumulate new growth momentum. Repay the long-term support of shareholders.
All the best, Chairman & CEO,

‌CORPORATE GOVERNANCE

‌Information on Directors, President, Vice Presidents, Assistant Vice Presidents, and Heads of Departments and Branch Offices Organization Chart

Directors

April 15th, 2024/Unit: shares

Title	Nationality or Registry	Name	Gender Age	Date Elected	Initial Date Elected	Term of Office	Share holding When Elected		Current Shareholding		Spouse & Minor Shareholding		Educational Background	Positions Currently held in Other Companies (Note 2)
Title	Nationality or Registry	Name	Gender Age	Date Elected	Initial Date Elected	Term of Office	Amount	%	Amount	%	Amount	%	Educational Background	Positions Currently held in Other Companies (Note 2)
Chairman & CEO	R.O.C.	Chou-Chye Huang	Male 61-70	2024.06.12	1990.07.09	3 years	92,737,817	15.67	92,737,817	15.67	1,370,993	0.23	M.S., Electrical Engineering, National Tsing Hua University, Taiwan	Note 1
Director	R.O.C.	TAIWAN LAF' E CO., LTD	-	2024.06.12	2024.06.12	3 years	10,000	0.00	10,000	0.00	0	0.00	-	None
Director	R.O.C.	Wen-Hsiung Jan	Male 51-60	2024.06.12	2009.05.11	3 years	0	0.00	0	0.00	0	0.00	MBA, International Business, National Taiwan University, Taiwan	Director: iCatch , Ability Enterprise, Hiyes International Co., Ltd., OLEADER, Fine Ace Asset Management Co. Ltd., SCIWIN Laboratories Co., Ltd., TSS2 Holdings Ltd., AEMC JAPAN Corporation. Independent Director: Biostar, Nien Hsing Textile, Elitegroup, Champion Microelectronic Corp. Chairman: AEMC
Director	R.O.C.	Chih-Chieh Tsai	Male 51-60	2024.06.12	2024.06.12	3 years	0	0.00	0	0.00	0	0.00	Master's Degree in Business Administration, National Taipei University	Chairman: Jie Deng Co., Ltd., Oneness Green Technology Co.,Ltd. Supervisor: Taifu International Network Co., Ltd. Independent Director: Silergy Corp., Success Prime Corporation, Nishoku Technology Inc.
Independent Director	R.O.C.	Tse-Jen Huang	Male 61-70	2024.06.12	2015.06.12	3 years	0	0.00	0	0.00	0	0.00	EMBA, National Taiwan University of Science and Technology	CPA and Head of Shengxin CO., CPAs Independent Director &Audit Committee Member and Compensation Committee Member: GenMont Biotech Incorporation Director: Playsee Inc.
Independent Director	R.O.C.	Rui-Qi Chen	Male 41-50	2024.06.12	2021.07.20	3 years	0	0.00	0	0.00	0	0.00	Master of Science (Technology and Digital Learning Program), Jiaotong University	Lawyer: WTW-Taipei Commercial Law Firm Independent Director: iCatch Inc. Chairman: Huachuang Financial Consultants (Ltd.) Director: Ginwin Technology Co., Ltd.
Independent Director	R.O.C.	Cong-Ling Guo	Male 61-70	2024.06.12	2021.07.20	3 years	0	0.00	0	0.00	0	0.00	MS in Computer Engineering from Penn State University	None
Independent Director	R.O.C.	Shu-Jun Huang	Female 51-60	2024.06.12	2024.06.12	3 years	0	0.00	0	0.00	0	0.00	Executive MBA, Graduate Institute of Business Administration, College of Management, National Taiwan University	Chairman: Choice Delights Incorporated. Independent Director &Audit Committee Member and Compensation Committee Member: Sensortek Technology Ltd., Qisda Technology Ltd., Zero One Tech. Director: AURAS Technology Co.,Ltd.

Note1:

Chairman: Generalplus, Venturplus Group Inc., Venturplus Mauritius Inc., Venturplus Cayman Inc., Shanghai Sunplus, Sunplus Venture Capital, Lin Shih Investment, Weiyang Investment, Sunplus Management Consulting, Generalplus International (SAMOA)Inc., Sunplus Innovation Technology, Generalplus (MAURITIUS) Inc., Generalplus (Shenzhen), Sunplus Prof-tek, Sunmedia, Beijing Sunplus-Ehue Technology, Award Glory Ltd., Sunny Fancy Ltd., Giant Rock Inc., Chongqing CQPlus1 Technology, GlintMed, Worldplus Technology(Shen Zhen), Shanghai Beyond Technology Co., Ltd., Shanghai Joyhorn Technology Co., Ltd., AttoSense Co., Ltd.

Chairman & President: Sunplus mMedia, Jumplux

President: Worldplus Holdings L.L.C

Director: Sinocon Industrial standards Foundation, iCatch, Zhu Ming Foundation

Honorary Director : NCTU Alumni Association

Note 2: The chairman of the company and the general manager or equivalent (the top manager) are the same person, are relatives of each other, such as spouse or one parent, should explain the reasons, rationality, necessity and corresponding measures (such as increasing the

number of independent directors and should (More than half of the directors have not served as employees or managers, etc.):

The chairman of the company also serves as the chief executive officer. To improve business efficiency and decision-making execution, the company has the following specific measures.

Among the seven members of the board of directors, except for the chairman, the other six directors do not concurrently serve as employees or managers.
Independent directors can fully discuss and make recommendations for the board of directors in each functional committee to implement corporate governance.
In 2021, the re-election of directors added an independent director.

Information of directors

Disclosure of Professional Qualifications of Directors and Independence of Independent Directors

April 15th, 2025

Condition Name	Professional qualifications and experience	Independence situation	Number of independent directors of other public
			companies
Chou-Chye Huang	He is currently the Chairman and Chief Executive Officer of the Company. With more than five years of work experience required by the company's business, with professional leadership, operation management and strategic planning capabilities, to lead the company's sustainable operation and become a leader in the industry. None of the conditions in Article 30 of the Company Law.		None
Representative of TAIWAN LAF' E CO., LTD: Wen-Hsiung Jan	He is currently the chairman of ECSC Inc. Technology (stock) Company. With more than five years of work experience required for corporate business, possess the ability of market strategy and business promotion and rich experience in operation and management. None of the conditions in Article 30 of the Company Law.		4
Chih-Chieh Tsai	Currently the Chairman of Jie Deng Co., Ltd., with more than five years of experience relevant to the company's business operations. Demonstrates industry expertise and a strong understanding of international market dynamics. Does not fall under any of the disqualifying conditions set forth in Article 30 of the Company Act.		3

A director, supervisor or employee of another company who is not a director, supervisor or employee of another company controlled by the same person with more than half of the company's directors or shares with voting rights.
There is no relationship between spouses or relatives within the second degree of kinship with other directors.
Article 27 of the Company Law does not stipulate that the government, legal person or its representative shall be elected.

A director, supervisor or employee of another company who is not a director, supervisor or employee of another company controlled by the same person with more than half of the company's directors or shares with voting rights.
There is no relationship between spouses or relatives within the second degree of kinship with other directors.

A director, supervisor or employee of another company who is not a director, supervisor or employee of another company controlled by the same person with more than half of the company's directors or shares with voting rights.
There is no relationship between spouses or relatives within the second degree of kinship with other directors.
Article 27 of the Company Law does not stipulate that the government, legal person or its representative shall be elected.

Condition Name	Professional qualifications and experience	Independence situation	Number of independent directors of other public companies
Tse-Jen Huang	He is currently a certified public accountant and director of Shengxin United Certified Public Accountants, with more than five years of work experience required for corporate business, specializing in corporate financial accounting, which can improve the quality of corporate governance management of the board of directors and the supervision function of the audit committee.	The following independence conditions are met: related services Business owners, partners, directors (council),	1
Rui-Qi Chen	He is currently a lawyer at WTW-Taipei Commercial Law Firm. With more than five years of work experience required for corporate business, can provide risk management, legal strategy, compliance and management decision-making advice.		1
Cong-Ling Guo	He once served as the vice president of nVidia, with more than five years of work experience required by the company's business, has professional experience in the field and management practice expertise, and can provide professional advice on company strategic planning and product development.		None
Shu-Jun Huang	She is currently serves as the Chairman of CHOICE DELIGHTS INCORPORATED., with more than five years of work experience required by the company's business, has professional experience in the field and management practice expertise, and can provide professional advice on company strategic planning and product development.		3

Non-employees of the company or its affiliates.
Non-directors and supervisors of the company or its affiliates.
Non-person shareholders who are not themselves and their spouses, minor children, or other natural person shareholders who hold more than 1% of the company's total issued shares or hold the top ten shares in the name of others.
Spouses, relatives within the second degree of kinship, or lineal relatives within the third degree of kinship, who are not the managers listed in (1) or the persons listed in (2) and (3).
Directors of corporate shareholders who do not directly hold 5% or more of the total issued shares of the company, who hold the top five shares, or who designate a representative to serve as a director or supervisor of the company in accordance with Paragraph 1 or Paragraph 2 of Article 27 of the Company Act, Supervisor or employee.
Directors, supervisors or employees of other companies whose shares are not held by the same person as directors or whose majority of shares with voting rights are controlled by the same person.
Directors (directors), supervisors (supervisors) or employees of other companies or institutions that are not the same person or spouse as the chairman, general manager or equivalent of the company.
Non-directors (directors), supervisors (supervisors), managers or shareholders holding more than 5% of the shares of specific companies or institutions that have financial or business dealings with the company.
Non-professionals, sole proprietors, partnerships, companies or institutions that provide auditing services for companies or affiliated companies or who have received remunerations in the last two years with an accumulated amount of less than NT$500,000 in business, legal, financial, accounting and other

Condition Name	Professional qualifications and experience	Independence situation	Number of independent directors of other public companies
		supervisors (supervisors), managers and their spouses. However, this does not apply to the members of the Compensation Committee, Public Takeover Review Committee, or Special Committee on Mergers and Acquisitions who perform their functions in accordance with the Securities and Exchange Act or the Mergers and Acquisitions Act.

There is no relationship between spouses or relatives within the second degree of kinship with other directors.
There is no one of the conditions in Article 30 of the Company Law.
Article 27 of the Company Law does not stipulate that the government, legal person or its representative shall be elected.

Diversity and independence of the board of directors:
1. Diversity of the Board of Directors: Among the seven current board members of the Company:
  1. General board members: composed of members with a master's degree from the Institute of Electrical Engineering of Tsinghua University, a master's degree from the Institute of International Business Studies of National Taiwan University, and Master's Degree in Business Administration, National Taipei University.
  2. Independent director members: Composed of members with professional backgrounds and expertise, including an Executive MBA in Finance from the Graduate Institute of Finance at National Taiwan University of Science and Technology, a degree in Law from National Taiwan University, a Master's in Computer Engineering from Penn State University, and an Executive MBA from the Graduate Institute of Business at the College of Management, National Taiwan University.
  3. The company pays attention to the industrial experience and professional ability of the directors:
    1. The target ratio of directors with industry experience is 50%: The company has 5 directors with industry experience: Chou-ChyeHuang, Wen-Hsiung Jan, Chih-Chieh Tsai, Cong-Ling Guo, and Shu-Jun Huang, accounting for 71.43%.
    2. At least 1 professional director of finance, accounting and taxation: the company has director of finance, accounting and taxation, including director Tse-Jen Huang, with 100% seats.
    3. At least 1 seat longer than legal affairs director: The company has legal affairs director Chen Rui-Qi, with 100% seats.
  4. The term of office of one independent director of the company is more than nine years, the term of office of two independent director is three years, and the term of one independent directors is less than one year.
  5. Three directors are between 61 and 70 years old, and four directors aged between 41 and 60 years old.
  6. The diversity orientation, complementarity and implementation of the directors of the Company have included the standards set out in Article 20 of the Company's "Code of Corporate Governance"; Including but not limited to basic conditions and values, professional knowledge and skills, etc., to ensure that members of the board of directors should generally have the knowledge, skills and qualities necessary to perform their duties.
  7. Explanation and Measures for Not Meeting One-Third Gender Representation on the Board of Directors:
    Explanation:
    Although the Company values gender equality in the composition of its Board of Directors, due to the characteristics of the industry, it is challenging to identify qualified female candidates in a short period of time. Among the seven directors, only one is female; therefore, the proportion of female directors does not reach one-third.
    Measures:
    The Company will continue to seek talent recommendations through various channels, such as from the industry and academic institutions, in order to enhance corporate governance effectiveness and implement the policy of board diversity.
2. Independence of the Board of Directors:
  1. 14.29% of the Company's directors are employees, and 57.14% are independent directors.
  2. None of the directors of the company has any of the conditions specified in Items 3 and 4 of Article 26-3 of the Securities and Exchange Act, and there is no relationship between the directors of spouses or relatives within the second degree of kinship.

Major Shareholders of Sunplus' Shareholders as Legal Entities

TAIWAN LAF' E CO., LTD's Top 10 Shareholders

April 15th, 2025

Shareholder	Holding
Wen-Hsiung Jan	18.42%
Mei-Ling Chen	21.05%
Yan-An Jan	15.79%
Yan-Kai Jan	15.79%
Yan-Chia Jan	15.79%
Yan-Ning Jan	12.63%
Wen-Ho Jan	0.53%

Management Team

April 15th, 2025/Unit: shares

Title	Country of Citizenship	Name	Gender	Effective Date	Current Shareholding		Spouse's & Minor's Shareholding		Use the Name of Others to Hold Shares		Educational Background	Positions Currently held in Other Companies (Note 5)	With Spouse or Two Parents Relationship Manager			Remarks
Title	Country of Citizenship	Name	Gender	Effective Date	Amount	Ownership	Amount	%	Amount	%	Educational Background	Positions Currently held in Other Companies (Note 5)	Job Title	Name	Relationship	Remarks
Chairman & CEO	Republic of China	Chou-Chye Huang	male	1990.07.09	92,737,817	15.67%	1,370,993	0.23%	-	-	M.S., Electrical Engineering, National Tsing Hua University, Taiwan	Note:1	-	-	-	Note:7
Vice President	Republic of China	Jason Lin	male	2013.11.01	146,111	0.02%	8,637	0.00%	-	-	Master, Industrial Engineering, National Chiao-Tung University, Taiwan	Note:2	-	-	-	-
Vice President	Republic of China	Adam Wang	male	2021.04.01	10,000	0.00%	-	-	-	-	Master's Degree from the Institute of Control Engineering, National Chiao Tung University	None	-	-	-	-
Assistant VP	Republic of China	Alex Chang	male	2013.07.01	0	0.00%	-	-	-	-	Master, Industrial Engineering, National Chiao-Tung University, Taiwan	Note:3	-	-	-	-
Assistant VP	Republic of China	John Wu	male	2023.08.11	5,000	0.00%	-	-	-	-	Master of Biomedical Engineering, National Cheng Kung University	Note:4				-
Director of Finance & Accounting Division	Republic of China	Shu-Chen Cheng	female	2013.03.01	36,067	0.01%	-	-	-	-	Bachelor, Accounting, Tunghai University, Taiwan	Note:5	-	-	-	-
Head of Corporate Governance	Republic of China	Phoebe Chen	female	2021.04.01	19,177	0.00%	-	-	-	-	Master of Accounting, National Chengchi University	Note:6	-	-	-	-

Note 1:

Chairman: Generalplus, Venturplus Group Inc., Venturplus Mauritius Inc., Venturplus Cayman Inc., Shanghai Sunplus, Sunplus Venture Capital, Lin Shih Investment, Weiying Investment, Sunplus Management Consulting, Generalplus International (SAMOA)Inc., Sunplus Innovation Technology, Generalplus (MAURITIUS) Inc., Generalplus (Shenzhen), Sunplus Prof-tek, Sunmedia, Beijing Sunplus-Ehue Tech Co., Ltd., Award Glory Ltd., Sunny Fancy Ltd., Giant Rock Inc., Chongqing CQPlus1 Technology, GlintMed, Worldplus Technology (Shen Zhen), Shanghai Beyond Technology Co., Ltd., Shanghai Joyhorn Technology Co., Ltd., AttoSense Co., Ltd.

Chairman & President: Sunplus mMedia, Jumplux

President: Worldplus Holdings L.L.C

Director: Sinocon Industrial standards Foundation, iCatch, Zhu Ming Foundation

Honorary Director : NCTU Alumni Association Note 2 :

Director: AutoSys , AutoSys Co.,Ltd.

Note 3 :

AVP: Jumplux, Shanghai Sunplus, Chongqing CQPlus1 Technology.

Note 4 :

Director: eNeural Technologies, Inc., AkiraNET Company

Note 5 :

Supervisor: Jumplux, Sunplus mMedia, GlintMed Innovation

Director & President: Shanghai Sunplus

President: Shanghai Sunplus, Shanghai Beyond Technology Co., Ltd., Shanghai Joyhorn Technology Co., Ltd.

Note 6:

Head of Corporate Governance: Generalplus, Sunplus Innovation Technology

Director: Sunplus mMedia, Jumplux, Shanghai Sunplus

Supervisor: Shanghai Beyond Technology Co., Ltd., Shanghai Joyhorn Technology Co., Ltd.

Note 7:

When the general manager or equivalent (the top manager) and the chairman are the same person, are relatives such as spouse or one parent, they should disclose the reasons, rationality, necessity and corresponding measures (such as increasing the number of independent directors More than half of the directors have not served as employees or managers, etc.) related information:

The chairman of the company also serves as the chief executive officer. To improve operational efficiency and decision-making execution, the company currently has the following specific measures:

Among the seven members of the board of directors, except for the chairman, the other six directors do not concurrently serve as employees or managers.
Independent directors can fully discuss and make recommendations for the board of directors in each functional committee to implement corporate governance.
In 2021, the re-election of directors added an independent director.

‌Remuneration to Directors, Presidents, and Vice Presidents

The remuneration of the Executive Director, General Manager, and Deputy General Manager, and the remuneration of the Director

Remuneration to Directors (Disclosure of names in accordance with aggregated salary bands)

Units: NT$, shares

Title	Name (Note 1)	Remuneration to Directors								(A)+(B)+(C)+(D) %of Net Income (Note 10)		Remuneration to Directors who hold a Concurrent Post in the Company								(A)+(B)+(C)+(D) +(E)+(F)+(G) % of Net Income (Note 10)		Receive remuneratio n from non-subsidia ry reinvestment business or parent company (Note 11)
		Salary (A) (Note 2)		Pension (B)		Bonus from Profit Distribution (C) (Note 3)		Allowance (D) (Note 4)		(A)+(B)+(C)+(D) %of Net Income (Note 10)		Salary, Bonus, etc. (E) (Note 5)		Pension (F)		Employee Bonus from Profit Distribution (G) (Note 6)				(A)+(B)+(C)+(D) +(E)+(F)+(G) % of Net Income (Note 10)
		Sunplus	Consolidated Subsidiaries (Note 7)	Sunplus	Consolidated Subsidiaries (Note 7)	Sunplus	Consolidated Subsidiaries (Note 7)	Sunplus	Consolidated Subsidiaries (Note 7)	Sunplus	Consol idated Subsidi aries (Note 7)	Sunplu s	Consolid ated Subsidia ries (Note 7)	Sunplus	Consol idated Subsidi aries (Note 7)	Sunplus		Consolidated Subsidiaries (Note 7)		Sunplus	Consolidated Subsidiaries
		Sunplus	Consolidated Subsidiaries (Note 7)	Sunplus	Consolidated Subsidiaries (Note 7)	Sunplus	Consolidated Subsidiaries (Note 7)	Sunplus	Consolidated Subsidiaries (Note 7)	Sunplus	Consol idated Subsidi aries (Note 7)	Sunplu s	Consolid ated Subsidia ries (Note 7)	Sunplus	Consol idated Subsidi aries (Note 7)	Cash Bonus	Stock Bonus	Cash Bonus	Stock Bonus	Sunplus	Consolidated Subsidiaries
Chairman	Chou-Chye Huang	0	0	0	0	0	0	170,000	170,000	170,000/ 0.07	170,000/ 0.07	6,005,574	6,005,574	91,992	91,992	0	0	0	0	6,267,566/ 2.42	6,267,566/ 2.42	254,839
Director	TAIWAN LAF' E (Note 12)	0	0	0	0	0	0	66,333	66,333	66,333 /0.03	66,333 /0.03	0	0	0	0	0	0	0	0	66,333/ 0.03	66,333/ 0.03	None
Director	Wen-Hsiung Jan (Note 13) Representative of Legal Entity	0	0	0	0	0	0	25,000	25,000	25,000 /0.01	25,000 /0.01	0	0	0	0	0	0	0	0	25,000/ 0.01	25,000/ 0.01	351,613
Director	Wen-Hsiung Jan (Note 13)	0	0	0	0	0	0	73,667	73,667	73,667 /0.03	73,667 /0.03	0	0	0	0	0	0	0	0	73,667 /0.03	73,667 /0.03	351,613
Director	Global View (Note 14)	0	0	0	0	0	0	53,667	53,667	53,667/ 0.02	53,667/ 0.02	0	0	0	0	0	0	0	0	53,667/ 0.02	53,667/ 0.02	None
Director	Wen-Ren Su (Note 14) Representative of Legal Entity	0	0	0	0	0	0	15,000	15,000	15,000/ 0.01	15,000/ 0.01	0	0	0	0	0	0	0	0	15,000/ 0.01	15,000/ 0.01	653,210
Director	Chih-Chieh Tsai (Note 12)	0	0	0	0	0	0	96,333	96,333	96,333/ 0.04	96,333/ 0.04	0	0	0	0	0	0	0	0	96,333/ 0.04	96,333/ 0.04	1,420,400
Independent Director	Che-Ho Wei (Note 14)	0	0	0	0	0	0	196,000	196,000	196,000/ 0.08	196,000/ 0.08	0	0	0	0	0	0	0	0	196,000/ 0.08	196,000/ 0.08	None
Independent Director	Tse-Jen Huang	0	0	0	0	0	0	443,000	443,000	443,000/ 0.17	443,000/ 0.17	0	0	0	0	0	0	0	0	443,000/ 0.17	443,000/ 0.17	None
Independent Director	Rui-qi Chen	0	0	0	0	0	0	443,000	443,000	443,000/ 0.17	443,000/ 0.17	0	0	0	0	0	0	0	0	443,000/ 0.17	443,000/ 0.17	None
Independent Director	Cong-ling Guo	0	0	0	0	0	0	443,000	443,000	443,000/ 0.17	443,000/ 0.17	0	0	0	0	0	0	0	0	443,000/ 0.17	443,000/ 0.17	None
Independent Director	Shu-Jun Huang (Note 12)	0	0	0	0	0	0	244,000	244,000	244,000/ 0.09	244,000/ 0.09	0	0	0	0	0	0	0	0	244,000/ 0.09	244,000/ 0.09	None
1. Please state the policy, system, standards and structure of independent directors' remuneration payment, and describe the relevance to the amount of remuneration according to the responsibilities, risks, time invested, etc. According to one of Article 18 of the company's articles of association, "when the directors of the company perform the duties of the company, the company may pay remuneration regardless of the company's business profits and losses. The remuneration is authorized by the

board of directors to negotiate with the industry's usual level.

Remuneration is distributed in accordance with the provisions of Article 29 of this Constitution. "

To measure the company's current operating scale and to consider the company's current operating conditions, the company's policies and regulations for the payment of independent directors' remuneration have a positive relationship with operating performance and future risks assumed. The payment of the sole director's remuneration shall be reported to the board of directors for resolution after the approval of the remuneration committee.

2. In addition to the disclosures in the above table, the directors of the company in the most recent year have received remuneration for providing services to all companies in the financial report (such as serving as consultants for non-employees): none.

Remuneration Band

Remuneration to Directors	Names of Directors
	The total amount of the first four remuneration (A)+(B)+(C)+(D)		The total amount of the first seven remuneration (A)+(B)+(C)+(D)+(E)+(F)+(G)
	Sunplus (Note 8)	Consolidated Subsidiaries (Note 9) H	Sunplus (Note 8)	All companies in the financial report(I) (Note 9)
Under NT$1,000,000	Chou-Chye Huang, TAIWAN LAF' E (Note 12), Representative of TAIWAN LAF' E Wen-Hsiung Jan (Note 13), Wen-Hsiung Jan (Note 13), Global View (Note 14), Wen-Ren Su (Note 14), Chih-Chieh Tsai (Note 12), Che-Ho Wei (Note 14), Tse-Jen Huang, Rui-Qi Chen, , Cong-Ling Guo, Shu-Jun Huang (Note 12)	Chou-Chye Huang, TAIWAN LAF' E (Note 12), Representative of TAIWAN LAF' E Wen-Hsiung Jan (Note 13), Wen-Hsiung Jan (Note 13), Global View (Note 14), Wen-Ren Su (Note 14), Chih-Chieh Tsai (Note 12), Che-Ho Wei (Note 14), Tse-Jen Huang, Rui-Qi Chen, , Cong-Ling Guo, Shu-Jun Huang (Note 12)	TAIWAN LAF' E (Note 12), Representative of TAIWAN LAF' E Wen-Hsiung Jan (Note 13), Wen-Hsiung Jan (Note 13), Global View (Note 14), Wen-Ren Su (Note 14), Chih-Chieh Tsai (Note 12), Che-Ho Wei (Note 14), Tse-Jen Huang, Rui-Qi Chen, , Cong-Ling Guo, Shu-Jun Huang (Note 12)	TAIWAN LAF' E (Note 12), Representative of TAIWAN LAF' E Wen-Hsiung Jan (Note 13), Wen-Hsiung Jan (Note 13), Global View (Note 14), Wen-Ren Su (Note 14), Chih-Chieh Tsai (Note 12), Che-Ho Wei (Note 14), Tse-Jen Huang, Rui-Qi Chen, , Cong-Ling Guo, Shu-Jun Huang (Note 12)
NT$1,000,000~NT$2,000,000 (Not included)
NT$2,000,000~NT$3,500,000 (Not included)
NT$3,500,000~NT$5,000,000 (Not included)
NT$5,000,000~NT$10,000,000 (Not included)			Chou-Chye Huang	Chou-Chye Huang
NT$10,000,000~NT$15,000,000 (Not included)
NT$15,000,000~NT$30,000,000 (Not included)
NT$30,000,000~NT$50,000,000 (Not included)
NT$50,000,000~NT$100,000,000 (Not included)
More than 100,000,000
Total	12	12	12	12

Note 1: The names of directors should be listed separately (legal shareholders should separately list the names and representatives of legal shareholders), and the general directors and independent directors should be listed separately, and the amount of each payment should be disclosed in a summary manner.

If the director also serves as the general manager or deputy general manager, this table and the following table (3-1), or the following tables (3-2-1) and (3-2-2).

Note 2: It indicates the remuneration to directors (including salary, allowance, pension, bonus, rewards, and etc.) in the most recent fiscal year.

Note 3: It indicates the remuneration to directors from profit distribution in the most recent fiscal year according to the proposal submitted by BOD to shareholders' meeting for approval.

Note 4: It indicates the expenses generated from directors' business (including transportation fees, social activity fees, allowances, dormitories, company cars, and etc.) in the most recent fiscal year. If the Company provides a house, car/other transportation, or other allowances to directors, the relevant payments, calculated at actual cost or fair value, shall be disclosed. The remuneration paid to the company drivers shall be disclosed but not included in the remuneration to directors.

Note 5: It indicates the salaries, allowances, pensions, severance pay, bonuses, rewards, transportation fees, social activity fees, dormitories, cars, and etc., to directors who hold concurrently posts in the Company (including presidents, vice presidents, managers, or other employees). If the Company provides a house, car/other transportation, or other allowances to directors, the relevant payments, calculated at actual cost or fair value, shall be disclosed. The remuneration paid to the company drivers shall be disclosed but not included in the remuneration to directors.

And the salary fee recognized by IFRS 2 "Share Fundamental Contribution", including obtaining employee stock vouchers, restrictions on employee rights of new shares and participation in cash replenishment of shares and so on, should also be included in the remuneration. The company's Chairman Huang and the chief executive officer are equipped with official car, and are provided with drivers to pay the relevant remuneration of NT$624,000.

Note 6: It indicates the employee bonuses (including cash and stock) paid to directors who hold concurrently posts in the Company (including presidents, vice presidents, managers, or other employees). The amount of employee bonus according to the proposal of profit distribution submitted by BOD to shareholders' meeting for approval in the most recent fiscal year shall be disclosed. If there is no such proposal yet, the stock bonus may be calculated according to the stock bonus last year, and annex1-3 shall be filled in.

Note 7: The total amount remuneration paid to the Company's directors by all the companies in the consolidated financial statements (including Sunplus) shall be disclosed. Note 8: The company pays each director the total amount of remuneration, and the name of the director is disclosed in the attributable grade

Note 9: The total amount of remuneration paid to each director of the company by all companies (including the company) in the consolidated report should be disclosed, and the name of the director should be disclosed in the attribution level Note 10: Net profit after tax refers to net profit after tax in the most recent individual or respective financial report.

Note 11: a. This column should clearly list the amount of remuneration received by the company's directors from reinvested businesses other than subsidiaries or the parent company (if not, please fill in "none").

b. If the directors of the company receive remuneration from a subsidiary's reinvestment business or parent company, the remuneration received by the company's directors from a subsidiary's reinvestment business or parent company shall be included in column I of the remuneration scale and The field name is changed to "Parent company and all reinvestment businesses".

c. Remuneration refers to the remuneration, remuneration (including remuneration of employees, directors and supervisors) and business execution fees received by the directors of the company as directors, supervisors or managers of non-subsidiary investment companies or parent companies.Note 12: Appointed on June 12, 2024.

Note 13: Changed from individual director to representative of a corporate director on June 12, 2024. Note 14: Dismissed on June 12, 2024.

※The remuneration disclosed here shall not be applied for taxation purpose because those are calculated on a different basis.

Remuneration to Management Team

Remuneration to Presidents and Vice Presidents(Individual Disclosure of Names in Accordance with Grade Ranges)

Unit: NT$, shares

Title	Name (Note 1)	Salary (A) (Note 2)		Pension (B)		Reward, Allowance, etc. (C) (Note 3)		Bonus from Profit Distribution (D) (Note 4)				(A)+(B)+(C) +(D) % on Net Income (Note 8)		Receive remuneration from non-subsidiary reinvestment business or parent company (Note 9)
		Sunplus	Consolidated Subsidiaries (Note 5)	Sunplus	Consolidated Subsidiaries (Note 5)	Sunplus	Consolidated Subsidiaries (Note 5)	Sunplus		Consolidated Subsidiaries (Note 5)		Sunplus	Consolidated Subsidiaries (Note 5)
		Sunplus	Consolidated Subsidiaries (Note 5)	Sunplus	Consolidated Subsidiaries (Note 5)	Sunplus	Consolidated Subsidiaries (Note 5)	Cash Bonus	Stock Bonus	Cash Bonus	Stock Bonus	Sunplus	Consolidated Subsidiaries (Note 5)
CEO	Chou-Chye Huang	4,565,600	4,565,600	91,992	91,992	1,439,974	1,439,974	0	0	0	0	6,097,566/ 2.35	6,097,566/ 2.35	254,839
VP	Jason Lin	2,726,400	2,726,400	163,248	163,248	394,000	394,000	0	0	0	0	3,283,648/ 1.27	3,283,648/ 1.27	None
VP	Adam Wang	2,476,400	2,476,400	108,000	108,000	352,000	352,000	0	0	0	0	2,936,400/ 1.13	2,936,400/ 1.13	None

* Regardless of title, where the job is equivalent to the general manager, deputy general manager (such as: president, chief executive, director ... etc.), should be exposed.

Remuneration Band

Remuneration to Management	Names of Presidents and Vice Presidents
Remuneration to Management	Sunplus (Note 6)	All companies in the financial report (Note 7)
Under NT$1,000,000
NT$1,000,000~NT$2,000,000
NT$2,000,000~NT$3,500,000	Jason Lin, Adam Wang	Jason Lin, Adam Wang
NT$3,500,000~NT$5,000,000
NT$5,000,000~NT$10,000,000	Chou-Chye Huang	Chou-Chye Huang
NT$10,000,000~NT$15,000,000
NT$15,000,000~NT$30,000,000
NT$30,000,000~NT$50,000,000
NT$50,000,000~NT$100,000,000
More than NT$100,000,000
Total	3	3

Note 1: Names of presidents and vice presidents shall be disclosed separately, and the remuneration shall be disclosed in total amount. If the director concurrently serves as the general manager or deputy general manager, this table and the above table (1-1), or (1-2-1) and (1-2-2). Note 2: It indicates the remuneration to presidents and vice presidents, including salary, allowance, pension, and severance pay) in the most recent fiscal year.

Note 3: It indicates the bonuses, rewards, transportation fees, social activity fees, dormitories, cars, and etc., to presidents and vice presidents. If the Company provides a house, car/other transportation, or other allowances to presidents and vice presidents, the relevant payments, calculated at actual cost or fair value, shall be disclosed. The remuneration paid to the company drivers shall be disclosed but not included in the remuneration to directors. And the salary fee recognized by IFRS 2 "Share Fundamental Contribution", including obtaining employee stock vouchers, restrictions on employee rights of new shares and participation in cash replenishment of shares and so on, should also be included in the remuneration.

Chairman Huang and concurrently the CEO of the company is equipped with an official car and a driver to pay the relevant remuneration of NT$624,000.

Note 4: It is to fill in the amount of employee compensation (including stocks and cash) approved by the board of directors for the distribution of the general manager and deputy general manager in the most recent year. And should also fill in table 1-3. Note 5: The total amount remuneration paid to the Company's presidents and vice presidents by all the companies in the consolidated financial statements (including Sunplus) shall be disclosed.

Note 6: It indicates the numbers of presidents and vice presidents classified by the amount of their remuneration paid by Sunplus. If the Company is willing to disclose the names of presidents and vice presidents in each classification, the title of column shall be changed to "Names of Presidents and Vice Presidents".

Note 7: It indicates the numbers of presidents and vice presidents classified by the amount of their remuneration paid by all the companies in the consolidated financial statements (including Sunplus). If the Company is willing to disclose the names of presidents and vice presidents in each classification, the title of column shall be changed to "Names of Presidents and Vice Presidents".

Note 8: Net profit after tax refers to net profit after tax in the most recent individual or respective financial report.

Note 9: a. This column should clearly list the amount of remuneration received by the general manager and deputy general manager of the company from the investment company outside the subsidiary or the parent company (if not, please fill in "none").

b. If the general manager and deputy general manager of the company receive relevant remuneration from a subsidiary's out-of-investment business or parent company, the remuneration received by the general manager and deputy general manager of the company's out-of-subsidiary investment business or parent company shall be incorporated into Remuneration level from column E of the table and change the name of the column to "Parent company and all reinvested businesses".

c. Remuneration refers to the remuneration, remuneration (including employees, directors and supervisors) and business execution received by the general manager and deputy general manager of the company as directors, supervisors or managers of non-subsidiary companies or parent companies Fees and related remuneration.

※The remuneration disclosed here shall not be applied for taxation purpose because those are calculated on a different basis.

The remuneration of the top five highest-paid executives in listed and OTC companies (Note 1)

(Individual Disclosure of Names and Compensation Method) (Note: 1)

Title	Name (Note 1)	Salary (A) （Note 2）		Pension (B)		Bonuses and special allowances, etc. (C) （Note 3）		Employee remuneration amount (D) （Note 4）				(A)+(B)+(C)+(D) %of Net Income (Note 6)		Receive remuneration from non-subsidiary reinvestment business or parent company (Note 7)
		Sunplus	Consolidated Subsidiaries (Note 5)	Sunplus	Consolidated Subsidiaries (Note 5)	Sunplus	Consolidated Subsidiaries (Note 5)	Sunplus		Consolidated Subsidiaries (Note 5)		Sunplus	Consolidated Subsidiaries (Note 5)
		Sunplus	Consolidated Subsidiaries (Note 5)	Sunplus	Consolidated Subsidiaries (Note 5)	Sunplus	Consolidated Subsidiaries (Note 5)	Cash Bonus	Stock Bonus	Cash Bonus	Stock Bonus	Sunplus	Consolidated Subsidiaries (Note 5)
CEO	Chou-Chye Huang	4,565,600	4,565,600	91,992	91,992	1,439,974	1,439,974	0	0	0	0	6,097,566/ 2.35	6,097,566/ 2.35	254,839
VP	Jason Lin	2,726,400	2,726,400	163,248	163,248	394,000	394,000	0	0	0	0	3,283,648/ 1.27	3,283,648/ 1.27	None
VP	Adam Wang	2,476,400	2,476,400	108,000	108,000	352,000	352,000	0	0	0	0	2,936,400/ 1.13	2,936,400/ 1.13	None
Assistant VP	John Wu	2,281,400	2,281,400	156,288	156,288	460,000	460,000	0	0	0	0	2,897,688/ 1.12	2,897,688/ 1.12	None
Assistant VP	Alex Chang	2,354,000	2,354,000	108,000	108,000	396,000	396,000	0	0	0	0	2,858,000 /1.10	2,858,000 /1.10	None

Note 1: The term "top five highest remuneration executives" refer to company managers, and the identification standards for relevant managers are based on the former Ministry of Finance Securities and Futures Management Commission Taiwan Finance Certificate No. 0920001301 on March 27, 1992. The letter order stipulates the scope of application of "managers". As for the calculation and recognition principle of "the top five with the highest remuneration", it is based on the total amount of salary, retirement pension, bonus and special expenses received by the company managers from all companies in the consolidated financial report, as well as the amount of employee remuneration (i.e. A +B+C+D (the total of the four items), and then the top five with the highest remuneration will be selected. If a director concurrently serves as a former supervisor, he should fill in this form

and the above form (1-1).

Note 2: The salaries, job allowances, and severance payments of the top five highest-paid executives for the most recent fiscal year should be reported.

Note 3: The various bonuses, incentive payments, travel allowances, special allowances, various subsidies, dormitories, assigned vehicles, and other in-kind benefits and remuneration amounts of the top five highest-paid executives for the most recent fiscal year should be reported. If housing, cars, other transportation, or personal expenses are provided, the nature and cost of the assets, the actual or fair market rental value, fuel expenses, and other payments should be disclosed. Additionally, if a driver is assigned, please note the related compensation paid by the company to the driver, although this should not be included in the remuneration total. Furthermore, the salary expenses recognized under IFRS 2 "Share-based Payment," including employee stock options, restricted stocks, and shares purchased through cash capital increase, should also be included in the remuneration.

The company's Chairman Huang, who also concurrently serves as the CEO, is provided with a company car and a driver, with related compensation amounting to 624,000 TWD.

Note 4: The amount of employee remuneration (including stock and cash) allocated to the top five highest-paid executives for the most recent fiscal year, as approved by the Board of Directors, should be reported. If it is not possible to estimate this amount, the proposed allocation for this year should be calculated based on the proportion of last year's actual allocation. Additionally, Form 1-3 should also be completed.

Note 5: The total remuneration paid to the company's top five highest-paid executives by all entities within the consolidated report (including the company itself) should be disclosed. Note 6: Net profit after tax refers to the net profit after tax for the most recent fiscal year as reported in the individual or separate financial statements.

Note 7: a. This column should clearly state the amount of remuneration received by the top five highest-paid executives of the company from affiliated companies other than subsidiaries or the parent company (if none, please state "N/A").

b. Remuneration refers to the compensation, remuneration (including employee, director, and supervisor remuneration), and related expenses received by the top five highest-paid executives of the company in their capacity as directors, supervisors, or managers of affiliated companies other than subsidiaries or the parent company.

※The remuneration disclosed here shall not be applied for taxation purpose because those are calculated on a different basis.

Employee Bonus Granted to Management Team April 15th, 2025

Title	Name	Shares Bonus	Cash Bonus	Sum up	% on Net Income
Chairman & CEO	Chou-Chye Huang	-	-	-	-
Vice President	Jason Lin
Vice President	Adam Wang
Assistant VP	Alex Chang
Assistant VP	John Wu
Director of Finance & Accounting Division	Shu-Chen Cheng
Head of Corporate Governance	Phoebe Chen

Analysis for remuneration paid by all the companies in the consolidated financial statements (including Sunplus) to directors, presidents and vice presidents as % net income in the most recent two years. Also, the relevant policy, standards and procedures, and the relation between remuneration and performance shall be stated.

Analysis of the ratio of the remuneration paid by Sunplus and all companies in the financial statements to the company's directors, president and vice president in the net profit (loss) after tax in the last two years:

Unit: NT$K

Remuneration	2023		2024
	Amount	% of Net income(Loss)	Amount	% of Net income (Loss)
Director	11,956	-2.42%	14,587	5.63%
President and Vice president

Remuneration policies, standards and combinations, procedures for determining remuneration, and their relevance to business performance and future risks:

The company pays directors' remuneration in accordance with the company's articles of association and taking into account the usual standards of the industry. The remuneration policy of the management team is based on the salary level of the job equivalent to the same industry market, plus the achievement rate of the company's operation and individual performance in each field of responsibility, and give reasonable remuneration.

According to the articles of association of the company, if the company makes a profit in the current year, it shall allocate no less than 1% for employee compensation and no more than 1.5% for director compensation. However, when the company still has accumulated losses (including adjustments to the amount of undistributed surplus), it shall reserve the amount of compensation in advance.

All directors of the company receive a fixed remuneration, and each time they attend the meeting, they also receive the carriage fee. In addition, the proportion of directors' remuneration distribution is weighted based on the results of evaluation projects such as the mastery of the company's goals and tasks, the degree of participation in the company's operations, internal relationship management and communication, and the director's professional and continuous education, and the weighted results are assigned. The salary and remuneration of the company's managers not only refer to the usual level of payment in the industry, but also consider the evaluation items of professional seniority, work performance, goal achievement, and major contributions. Important evaluation items of work performance include: the practice of the company's core values, financial and operational indicators Management (such as product revenue, gross profit, delivery and R&D schedule), implementation of corporate social responsibility, and other special contributions, or major events, etc., after comprehensive considerations, and reasonable remuneration.

‌Corporate Governance Implementation

BOD Meeting Status

In 2024, the 12th Board of Directors held 4 meetings. The 13th Board of Directors held 6 meetings, with a total of 10 meetings(A). The attendance of directors is as follows:

Title	Name (Note 1)	Attendance in Person (B)	By Proxy	Attendance Rate B/A (%) (Note 2)	Remarks
Chairman	Chou-Chye Huang	10	0	100	Re-elected on June 12, 2024.
Director	TAIWAN LAF' E Representative: Wen-Hsiung Jan	5	1	83	Newly elected on June 12, 2024.
Director	Wen-Hsiung Jan	4	0	100	Stepped down upon re-election on June 12, 2024.
Director	Representative of Legal Entity , Global View Wen-Ren Su	3	1	75	Stepped down upon re-election on June 12, 2024.
Director	Chih-Chieh Tsai	6	0	100	Newly elected on June 12, 2024.
Independent Director	Che-Ho Wei	4	0	100	Stepped down upon re-election on June 12, 2024.
Independent Director	Tse-Jen Huang	10	0	100	Re-elected on June 12
Independent Director	Rui-Qi Chen	10	0	100	Re-elected on June 12
Independent Director	Cong-Ling Guo	10	0	100	Re-elected on June 12
Independent Director	Shu-Jun Huang	6	0	100	Newly elected on June 12, 2024.
During the voting on this proposal, attending executives were requested to recuse themselves in accordance with applicable laws. Chairman and CEO Mr. Huang did not participate in the year-end bonus distribution and was therefore not required to recuse himself. The proposal was approved as presented after the Chairperson confirmed that there were no objections from any of the attending directors. objections from the remaining attending directors.

If the operation of the board of directors falls under any of the following circumstances, the date of the board of directors, the period, the content of the proposals, the opinions of all independent directors and the company's handling of the opinions of the independent directors shall be stated:
1. Matters listed in Article 14-3 of the Securities and Exchange Act-The company has established an audit committee, and Article 14-3 does not apply. For the explanation of the matters listed in Article 14-5 of the Securities Exchange Act, please refer to the Operations of the Audit Committee (pages 19 to 21 of this annual report).
2. Except for the previously mentioned matters, other matters resolved by the board of directors with objections or reservations from independent directors and with records or written statements - none.

The implementation of the director's recusal of the proposal of interest shall state the name of the director, the content of the proposal, the reason for the recusal of interest, and the circumstances of participation in voting:
1. On January 25, 2024, the Board of Directors discussed the "Proposal for the Distribution of 2023 Year-End Bonuses for Managers."
2. On May 2, 2024, the Board of Directors discussed the "Proposal for Reviewing the Qualifications of Director (Including Independent Director) Candidates":
  1. As some of the current directors had a personal interest in this matter, individual voting was conducted. Directors under review were required by law to recuse themselves from discussion and voting.
  2. Regarding the review of the qualifications of director candidate Mr. Chou-Chieh Huang and Global View Co., Ltd., Chairman Mr. Chou-Chieh Huang recused himself from discussion and voting due to a conflict of interest. Per the Chairman's instruction, Independent Director Mr. Tse-Jen Huang acted as the proxy chair for this item.
  3. Excluding those who were legally required to recuse themselves from discussion and voting, the proposal was approved as presented after the Chairperson or the acting Chairperson confirmed that there were no

non-competition restrictions, Chairman Mr. Chou-Chieh Huang recused himself from discussion and voting due to a conflict of interest. Per the Chairman's instruction, Independent Director Mr. Tse-Jen Huang acted as the proxy chair for this item. As the compensation for the committee members was not determined in this proposal, there was no need for recusal due to a conflict of interest. The proposal was approved as presented after the Chairperson confirmed unanimous consent from all attending directors. As Chairman Mr. Chou-Chieh Huang and Director Mr. Chih-Chieh Tsai had a personal interest in this matter, they recused themselves from discussion and voting in accordance with the law. Per the Chairman's instruction, Independent Director Mr. Tse-Jen Huang acted as the proxy chair for this item. After the acting Chair confirmed no objections from the remaining attending directors, the proposal was approved as presented. During the voting on this proposal, attending executives were requested to recuse themselves in accordance with applicable laws. Chairman and CEO Mr. Chou-Chieh Huang did not participate in the salary adjustment and was therefore not required to recuse himself. The proposal was approved as presented after the Chairperson confirmed unanimous consent from all attending directors. 3. Listed companies are required to disclose information about the self-assessment (or peer assessment) of the board of directors, including the evaluation cycle and period, scope, method, and content of the assessment, and to fill in the implementation status of the board evaluation. Our company revised the 'Board Performance Evaluation Method' at the board meeting held on January 19, 2022. The results of the board and functional committee performance evaluations for the year 2024 were reported at the board meeting held on March 12, 2025. Implementation status of the board evaluation:
	Evaluation cycle	During evaluation	Assessment scope	Evaluation method	Evaluation content
	Conducted annually	2024/01/01 ~ 2024/12/31	Board of Directors	Board Self-Assessment	Board Performance Evaluation:
	Conducted annually	2024/01/01 ~ 2024/12/31	Individual Directors	Self-Assessment of Board Members	Individual Director Performance Evaluation:

On May 2, 2024, the Board of Directors discussed the "Proposal to Release Newly Elected Directors (Including Independent Directors) and Their Representatives from Non-Competition Restrictions":
1. As some of the current directors had a personal interest in this matter, individual voting was conducted. Directors under review were required by law to recuse themselves from discussion and voting.
2. Regarding the release of director candidate Mr. Chou-Chieh Huang and Global View Co., Ltd. from
3. Excluding those directors who were legally required to recuse themselves from discussion and voting, the proposal was approved as presented after the Chairperson or the acting Chairperson confirmed that there were no objections from the remaining attending directors.
On July 12, 2024, the Board of Directors discussed the "Proposal for the Appointment of Members to the Company's Sixth 'Compensation Committee'":
On August 13, 2024, the Board of Directors discussed the "Proposal for the Disposition of the Company's Long-Term Investments":
On August 13, 2024, the Board of Directors discussed the "Proposal for the Company-wide Salary Adjustment and Manager Salary Performance for the 2024 Fiscal Year":
On August 13, 2024, the Board of Directors discussed the "Proposal for the Remuneration of the Company's Directors and Functional Committees":
1. As instructed by the Chairperson, Independent Director Mr. Tse-Jen Huang acted as the proxy chair. Excluding general directors who were required to recuse themselves from discussion and voting due to a conflict of interest, the proxy chair confirmed that there were no objections from the attending independent directors regarding the remuneration for general directors, and the proposal was approved as presented.
2. Excluding independent directors who were required to recuse themselves from discussion and voting, the Chairperson confirmed that there were no objections from the attending general directors regarding the remuneration for independent directors, and the proposal was approved as presented.

Involvement in company operations.
Enhancing the quality of board decision-making.
Composition and structure of the board.
Selection and ongoing education of directors.
Internal control.

Understanding of company goals and objectives.
Awareness of director responsibilities.
Involvement in company operations.
Management of internal relationships and

					communication.
	Conducted annually	2024/01/01 ~ 2024/12/31	Audit Committee	Self-Assessment of Board Members	Audit Committee Performance Evaluation:
	Conducted annually	2024/01/01 ~ 2024/12/31	Compensation Committee	Self-Assessment of Board Members	Compensation Committee Performance Evaluation:
4. The objectives of strengthening the functions of the board of directors in the current year and the most recent year (for example, the establishment of an audit committee, the enhancement of information transparency, etc.) and the assessment of implementation status The company has set up functional committees such as auditing and remuneration to review relevant proposals in accordance with its powers and submit them to the board of directors for resolution to improve its supervisory functions and strengthen management functions. Board members continue to participate in refresher courses related to corporate governance topics, enrich new knowledge and enhance communication to continuously enhance board functions.

Director's professionalism and ongoing education.
Internal controls.

Involvement in company operation.
Awareness of committee responsibilities.
Enhancement of committee decision-making quality.
Composition of the committee and member selection.
Internal controls.

Involvement in company operations.
Awareness of committee responsibilities.
Enhancement of committee decision-making quality.
Composition of the committee and member selection.
Internal controls.

Note 1: The name of a legal entity shareholder and its representative shall be disclosed.

Note 2: (a) If a director or supervisor being relieved of office before year end, it shall be notified as a remark. The actual rate of attendance shall be calculated according to the meetings held when he/she is at the post.

(b) If there is a re-election before year-end, the new directors and supervisors along with the original ones shall be disclosed, and the date of directors and supervisors being elected shall be stated. The actual rate of attendance shall be calculated according to the meetings held when they are at posts.

Audit Committee

In 2024, the 3rd Audit Committee held 4 times . The 4th Audit Committee held 4 meetings, out of a total of 8 meetings(A). The attendance of the Audit Committee is as follows:

Title	Name	Attendance in Person (B)	By Proxy	Attendance Rate B/A (%) (Note)	Remarks
Independent director	Tse-Jen Huang	8	0	100	Re-elected on June 12, 2024.
Independent director	Che-Ho Wei	4	0	100	Stepped down upon re-election on June 12, 2024."
Independent director	Rui-Qi Chen	8	0	100	Re-elected on June 12, 2024.
Independent director	Cong-Ling Guo	8	0	100	Re-elected on June 12, 2024.
Independent director	Shu-Jun Huang	4	0	100	Newly elected on June 12, 2024.
Other matters to be recorded: 1. If the operation of the audit committee falls under any of the following circumstances, the meeting date of the audit committee, the period, the content of the proposals, the independent directors' objections, reservations or major recommendations, the results of the audit committee's resolutions, and the company's response to the audit committee

shall be stated. Handling of comments.
The Audit Committee	The contents of the motion and follow-up	The matters listed in Article 14.5 of the Securities Exchange Act (Note 1、2)	unapproved by the Audit Committee, and more than two-thirds of all directors agreed to the matter
The 21st Meeting of the 3rd Audit Committee - March 13, 2024	1. Proposal for the Discussion of the 2023 Internal Control Self-Assessment Report and the Statement on the Internal Control System.	v	None
	2. Proposal for the Discussion of the 2023 Q4 Budget Execution Report and the 2023 Financial Statements.	v	None
	3. Proposal for the Discussion of the 2023 Consolidated Financial Statements.	v	None
	Results of the resolution of the Audit Committee: All members of the Audit Committee agreed to pass.
	The company's handling of the opinions of the audit committee: all directors present agreed to approve it.
"The 22nd Meeting of the 3rd Audit Committee - May 2, 2024	1. Proposal for the Release of Non-Competition Restrictions on the Company's Newly Elected Directors (Including Independent Directors) and Their Representatives.	v	None
	Results of the resolution of the Audit Committee: All members of the Audit Committee agreed to pass.
	The company's handling of the opinions of the audit committee: all directors present agreed to approve it.
The 23rd Meeting of the 3rd Audit Committee - May 13, 2024	1. Proposal for the Discussion of the 2024 Q1 Budget Execution Report and the Consolidated Financial Statements.	v	None
	Results of the resolution of the Audit Committee: All members of the Audit Committee agreed to pass.
	The company's handling of the opinions of the audit committee: all directors present agreed to approve it.
The 1st Meeting of the 4th Audit Committee - August 13, 2024	1. Proposal for the Discussion of the 2024 Q2 Budget Execution Report and the Consolidated Financial Statements.	v	None
	Results of the resolution of the Audit Committee: All members of the Audit Committee agreed to pass.
	The company's handling of the opinions of the audit committee: all directors present agreed to approve it.
The 3rd Meeting of the 4th Audit Committee -November 11, 2024	1. Proposal for the Discussion of the 2024 Q3 Budget Execution Report and the Consolidated Financial Statements.	v	None
	Results of the resolution of the Audit Committee: All members of the Audit Committee agreed to pass.
	The company's handling of the opinions of the audit committee: all directors present agreed to approve it.
The 4th Meeting of the 4th Audit Committee -December 25, 2024	1. Proposal for the Discussion of the Formulation and Revision of the Company's Management Regulations.	v	None
	2. Proposal for the Discussion of the	v	None

The matters listed in Article 14-5 of the Securities and Exchange Act.
Except for the previously mentioned matters, other matters that have not been approved by the Audit Committee but have been approved by more than two-thirds of all directors.

	Appointment of the Auditor and Independence Assessment for the 2025 Fiscal Year.
	Results of the resolution of the Audit Committee: All members of the Audit Committee agreed to pass.
	The company's handling of the opinions of the audit committee: all directors present agreed to approve it.
(including the consolidated financial statements) and other relevant legal requirements.

The implementation of the independent director's recusal of the interest-related proposal shall state the name of the independent director, the content of the proposal, the reason for the recusal of interest, and the circumstances of participating in voting: none.
Communication between independent directors, internal audit supervisors and accountants (should include matters, methods and results of communication on the company's financial and business status, etc.):
1. The company's internal audit supervisor on March 13, 2024, May 13, 2024, August 13, 2024 and November 11, 2024, the independent directors reported the implementation of the internal audit plan and the implementation of the follow-up report, and fully communicated the implementation and effectiveness of the audit business.
2. On March 13, 2024, May 13, 2024, August 13, 2024 and November 11, 2024, the communication meeting will be held on the review or review results of the consolidated financial report for the fourth quarter of 2023 and the first to third quarters of 2024. The independent directors of the company may request the certified accountants to report and communicate with the independent directors at any time regarding the audit results of the financial statements

Note 1：If an independent director resigns before the end of the year, the resignation date should be indicated in the remarks column. The actual attendance rate (%) is calculated based on the number of audit committee meetings and the actual number of attendances during his tenure.

Note 2：Before the end of the year, if an independent director is reelected, the new and old independent directors should be filled in, and the remarks column indicates that the independent director is old, new or re-elected and the date of re-election. The actual attendance rate (%) is calculated based on the number of audit committee meetings during his tenure and his actual number of attendance.

Work focus of the audit committee:

The main functions of the audit committee of the company are to assist the board of directors in supervising the company's implementation of relevant accounting, auditing, financial reporting procedures and financial control. The matters reviewed by the Audit Committee of the Company in 2024 mainly include:

Appropriate expression of the company's financial statements.
Appointment and independence assessment of certified accountants.
Effective implementation of the company's internal control.
The company complies with relevant laws and regulations

Review financial reports

The board of directors prepared the company's 2024 business report, financial statements and Proposal for Loss Compensation, among which the financial statements were checked by Deloitte Certified Public Accountants, and a check report was issued. The above-mentioned business report, financial statement and surplus distribution proposal have been checked by the Audit Committee and found that there is no discrepancy.

Assess the effectiveness of the internal control system

The audit committee evaluated the effectiveness of the company's internal control policies and procedures, and believed that the company's risk management and control system was effective, and the company had adopted the necessary control mechanisms to supervise it.

Appoint a chartered accountant

In order to ensure the independence of the certified public accountant firm, the audit committee of the company formulated an independence evaluation form in accordance with Article 47 of the Accountant Law and No. 10 of the Public Accountant's Professional Ethics Bulletin to assess whether the certified public accountant is a mutual related person and has mutual ownership with the company. Items such as business or financial interests. On December 25, 2024, the 4th Audit Committee of the 4rd Session and the 6th Session of the 13th Board of Directors passed the resolutions to pass the independent assessment of Accountants Ye Donghui and Accountants Zhang Yayun of Deloitte.

Corporate Governance Implementation as Required by Taiwan Financial Supervisory Commission

Item	Implementation Status (Note 1)			Difference to "Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies"
Item	Y	N	Summary
1. Formulation of its own corporate governance principles	V		Sunplus and its subsidiaries Generalplus & Sunplus Innovation for the establishment of a good corporate governance system, participate in the "Code of Practice for Corporate Governance of Listed OTC", Code of Corporate Governance Practices, and disclosed on the public information observatory and company website. The rest of the subsidiaries has not formulated the related principles, however all of our rules and procedures are based on laws and regulations stipulated by authorities in charge.	No major Difference
Shareholding Structure and Shareholders' Rights The way handling shareholders' suggestions or disputes	V		The company and its subsidiaries, Generalplus Technology and Sunplus Innovation Technology, in addition to appointing professional stock agencies to handle related businesses, have set up a complete spokesperson system to properly handle shareholder suggestions and dispute-related matters. Subsidiaries that have not been issued publicly have stock-related specialists to properly handle shareholder suggestions, doubts and disputes. The Company and its subsidiaries Generalplus, and Sunplus Innovation use stock agency to grasp and understand the structure of major shareholders, and regularly declare the directors and managers of equity changes, to master the ultimate controlling shareholder of the major shareholders and major shareholders. Other subsidiaries shares regularly view the register of members at the end of each month, to master the ultimate controlling shareholder of the major shareholders and major shareholders. 1. The company and Generalplus Technology have established "Investment Monitoring and Management Measures" to implement supervision of subsidiaries. The company and Sunplus Innovation have established "Measures for Dealing with Related Persons" and "Measures for Dealing with Certain Companies and Group Enterprises", and Generalplus Technology has set up "Measures for Dealing with Group Enterprises and Related Persons". The remaining subsidiaries also have various management measures, which have clear regulations on transactions with related companies to achieve risk control and firewall mechanisms. 1. The company, Generalplus Technology, and Sunplus Innovation Technology have formulated the "Management Procedures for Disclosure of Internal Material Information and Prevention of Insider Transactions" and "Operation Procedures for Integrity Management and Behavior Guidelines". The company and its subsidiaries have informed the company. Insiders strictly follow, prohibiting company insiders from using undisclosed information on the market to buy and sell securities. In December 2022, the board of directors of our company, Generalplus Technology, and in April 2023, the board of directors of Sunplus Innovation Technology approved the revision of the "Management Procedures for Disclosure of Internal Material Information and Prevention of Insider Transactions", which clearly stipulates that directors shall not report to the company 30 days before the announcement of the annual financial report. Trading of company stocks during the closed period of 15 days before the quarterly financial report announcement.	No major Difference
				No major Difference
2) The Company's possession of major shareholders list and the list of ultimate owners of these major shareholders	V
				No major Difference
3) Risk management mechanism and fire wall between the Company and its affiliates	V
				No major Difference
4) Disclosure agreement to prohibit that those insiders may not take advantage of undisclosed information of which they have learned to engage in insider trading.	V
Composition and Responsibilities of the BOD Whether the board of directors has formulated a diversity policy, specific management objectives and implementation. In addition to setting up the remuneration committee and audit committee according to law, whether the company has voluntarily set up various other functional committees. Whether the company has formulated the board performance evaluation method and its evaluation method, and conducts performance evaluation annually and regularly, and reports the results of the performance evaluation to the board of directors, and applies it to individual directors 'salary and nomination renewal. Regular evaluation of external auditors' independency	V V V		(1) Article 20 of the Company's Code of Practice on Corporate Governance (the ability of the board of directors as a whole) has clearly defined the composition of the board of directors. In addition to being a director of a company manager, it is not appropriate to exceed one-third of the board of directors. Operational, operational and development needs to develop an appropriate diversification approach. The nomination and selection of the board of directors of the Company follows the requirements of the Articles of Association and adopts the nomination system for candidates. In addition to assessing the eligibility of each candidate's academic experience, it also complies with the "Director's Election Method" and the "Code of Corporate Governance" to ensure the directors. Diversity and independence of members. The directors of the company have industrial experience, business, accounting, legal and other professional backgrounds. For specific management objectives and implementation, please refer to pages 5 to 7 of this annual report. Generalplus Technology and Sunplus Innovation Company have established the "Code of Practice for Corporate Governance". The composition of the board of directors pays attention to diversity and generally possesses the professional knowledge, skills and qualities necessary to perform their duties. Sunplus Innovation Company has achieved its goal： Independent directors account for 42.85% of the seats, which is better than the statutory ratio. The number of directors who concurrently serve as company managers shall not exceed one-third of the chairman. The term of office of the independent directors did not exceed three terms. In addition to the above, we also focus on gender equality in the composition of the board of directors. The target ratio of female directors is 10%. Currently, there is 1 female on the board of directors, and the ratio has reached 14%. In the future, we will continue to work hard to increase the proportion of female directors. The directors of each subsidiary also have different expertise in various fields, and the policy of diversification of board members has been implemented. (2) The company, Generalplus Technology and Sunplus Innovation Technology have established salary and remuneration committees and audit committees in accordance with the law, which are composed of all independent directors. The company, Generalplus Technology and Sunplus Innovation Technology also have a dedicated unit to promote corporate integrity management, and regularly report implementation status and	No major Difference No major Difference No major Difference No major Difference

Item	Implementation Status (Note 1)			Difference to "Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies"
Item	Y	N	Summary
			results to the directors. In the future, other functional committees will be set up according to the legal environment, company operation and management needs assessment. Other subsidiaries currently have no salary and compensation committee, audit committee and other functional committees. In the future, they will be established according to the actual needs of the company. 1. The company, Generalplus Technology and Sunplus Innovation Technology have successively formulated the "Board Performance Evaluation Method" in 2020 and 2021. The board of directors, individual directors and functional committees are regularly self-evaluated every year, and the results of performance evaluations are used as a reference for selecting or nominating directors; and the results of individual directors' performance evaluations are used as a reference for determining their individual remuneration. 2. The remaining subsidiaries have not formulated the "Board Performance Evaluation Method", but they review the functions of the board from time to time. In the future, the feasibility of formulating the board performance evaluation method will be evaluated based on the legal environment, company operating conditions and management needs. The company, Generalplus Technology and Sunplus Innovative Technology evaluate the independence and suitability of the certified accountants of their companies every year. In addition to requiring the certified accountants to provide "Detached Independence Statement" and "Audit Quality Indicators (AQIs)", they also follow Note 2 Standards and 13 AQI indicators are evaluated. Refer to the AQI index information to confirm that the audit experience and training hours of accountants and firms are better than the average level of the industry. The company's assessment results for the most recent year have been discussed and approved by the Audit Committee on December 25, 2024, and submitted to the board of directors on December 25, 2024 for approval of the independence and suitability assessment of accountants. At the end of the year, when the capital of each subsidiary reaches a certain amount or more, the independence of certified accountants will be evaluated, and the appointment of certified accountants will be decided by the board of directors.
4. Whether the listed OTC company is equipped with qualified and appropriate number of corporate governance personnel, and designated corporate governance directors, responsible for corporate governance related matters (including but not limited to providing directors and supervisors with the necessary information to perform business, assisting directors and supervisors to comply with laws and (According to the law, handle matters related to the meetings of the board of directors and shareholders 'meetings, produce the minutes of the board of directors and shareholders' meetings, etc.)?	V		The company's board of directors passed a resolution on March 29, 2021 to appoint the manager of the chairman's office as the director of corporate governance. The director of corporate governance of Generalplus Technology and Sunplus Innovation Technology, and passed the resolution of the board of directors of Generalplus Technology and Sunplus Innovation Technology in February 2023. The head of corporate governance of the company has not concurrently served as the head of corporate governance and director of the subsidiary, but has not concurrently held positions in the company or other companies. The main responsibilities of the company's corporate governance officer include handling matters related to the board of directors and shareholders meeting in accordance with the law, and assisting the company in complying with the relevant laws and regulations of the board of directors and shareholders meeting, providing directors with the information needed to perform their business, and the latest legal development related to operating the company To assist directors in complying with the law. Key points of the company's business execution in 2024: Consolidate the meeting agenda for the board of directors and committees, specify the convening matters and send a convening notice to the directors or members seven days before the meeting, and provide sufficient meeting materials so that the participants can accurately understand the relevant information about the proposals; When the director or committee member himself or the legal person represented by him has an interest, he also reminds him to avoid interest. Responsible for the minutes of the board of directors and shareholders' meetings on the day of the board of directors and shareholders' meetings, and publish important information or announcements of important resolutions after the meeting to ensure the legality and accuracy of the disclosed information to ensure the equivalence of investor transaction information. Handle the change registration of the company's various operations. Evaluate the purchase of "Directors' and Managers' Liability Insurance" with a suitable amount of insurance, complete the insurance matters, and report the contents of the insurance to the board of directors. Provide directors with relevant training information from time to time, reminding them to study and complete relevant declarations in accordance with the stipulated hours of the "Main Points for Implementation of Training for Directors and Supervisors of Listed OTC Companies". From time to time, provide board members with information on new issued or revised laws and regulations related to directors' business execution, corporate governance or business operations. Review the compliance status of the corporate governance evaluation indicators one by one every year, and propose improvement plans and corresponding measures for indicators that have not scored. Provide operating information such as company business or finance according to directors' needs, and maintain smooth communication and exchanges between directors and business executives. Report to the Board of Directors the results of the review on whether the independent directors meet the qualification requirements under relevant laws and regulations at the time of nomination, appointment, and during their term of office. 4. Please note 3 for details of the training situation of the company's corporate governance supervisor.	No major Difference
5. Communication channel with Stakeholders (Including but not limited to shareholders, employees, customers and	V		1. The company and its subsidiaries maintain good relationships with banks, suppliers, and other interested parties of the company, uphold the principle of good faith, provide adequate business information, and properly safeguard their legitimate rights and interests.	No major Difference

Item	Implementation Status (Note 1)			Difference to "Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies"
Item	Y	N	Summary
suppliers), and set up a special area for stakeholders on the company website, and properly respond to important corporate social responsibility issues that stakeholders are concerned about.			The company's stakeholders are concerned about topics, communication methods, and implementation status. Note 4 in detail. The company, Generalplus Technology and Sunplus Innovation Technology have set up a special area for stakeholders on the company website, set up different corresponding windows for different stakeholders, and set up a complete system and response mechanism to ensure that stakeholders are concerned Appropriate response to the issue. The company has reported to the board of directors on the situation of communication with various stakeholders in 2024 on December 25, 2024. The remaining subsidiaries also provide detailed contact information on the company's website. If necessary, interested parties can contact them by telephone, letter, fax, and e-mail at any time.
6. Engaging professional shareholder services agent to handle shareholders meeting matters	V		Sunplus, Generalplus, Sunplus Innovation Technology : China Trust Commercial Bank Corporate Trust Operation and service Department Other subsidiaries have dedicated personnel in charge of shareholding affairs to properly handle various matters related to shareholders' meetings.	No major Difference
Information Disclosure Establishment of corporate website to disclose information regarding the Company's financials, business, and corporate governance status Other information disclosure channels (ex. English website, appointing responsible people to handle information collection and disclosure, appointing spokesman, webcasting investors conference) Whether the company announces and declares the annual financial report within two months after the end of the fiscal year, and announces and declares the first, second, and third quarter financial reports and the monthly operating situation within the prescribed period.	V V	V	Sunplus, Generalplus Technology and Sunplus Innovation Technology have set up Chinese websites to set up special areas to disclose financial business and corporate governance information. Sunplus and Generalplus Technology have set up English websites that provide the same information. Sunplus, Generalplus, and Sunplus Innovation Technology have established website, and have assigned spokesperson, acting spokesperson and designated specialists to disclose and collect the company's information. Sunplus and Generalplus Technology have set up English websites that provide the same information. Other subsidiaries are responsible for the collection and disclosure of company information, there is currently no speaker yet. Generalplus Technology announced and filed its annual financial report within two months after the end of the fiscal year. Although Sunplus and Sunplus Innovation Technology did not announce and file the annual financial report within two months after the end of the fiscal year, it still announced and filed the annual financial report before the deadline prescribed by laws and regulations. Financial reports and financial reports for the first, second and third quarters and operating conditions in each month.	No major Difference No major Difference No major Difference
8. Other important information to facilitate better understanding of the Company's corporate governance (such as human rights, employee rights, employee wellness, community participation, social contribution, community service, investor relations, supplier relations, shareholders' rights, customer relations, the implementation of risk management policies and risk evaluation measures, the implementation of consumers/customers protection policies, and purchasing insurance for directors and supervisors. ):	V		Employee rights: Sunplus and its subsidiaries have made and followed the internal management procedures regarding employee rights under the regulations of the Labor Standards Act and Gender Equality in Employment Act. Employee wellness: Sunplus and its subsidiaries have made and followed the internal management procedures regarding employee wellness. Investor relations: Sunplus and its subsidiaries have set a investor relations professionals to communicate with investors and disclose the operations and financials. Supplier relations: Sunplus and its subsidiaries have good relationship with suppliers and manage the supply chains efficiently. Stakeholders: Sunplus and its subsidiaries respect all stakeholders and have established the channels to communicate with stakeholders. Directors and supervisors' training: The company and its subsidiaries encourage directors and supervisors to participate in continuing education courses. The company also publishes directors' continuing education status at the public information observatory. Implementation of risk management policies and risk evaluation measures: Internal rules and procedures are based on laws and regulations stipulated by authorities in charge Customer: Sunplus and its subsidiaries provide best service to Customers based on internal rules and procedures Sunplus, Generalplus and Sunplus Innovation Technology have taken liability insurance for directors and supervisors with respect to liabilities resulting from exercising their duties in Sunplus and subsidiaries.	No major Difference
Please review the results of the corporate governance evaluation issued by the Corporate Governance Center of the Taiwan Stock Exchange Co., Ltd. in recent years, and to give priority to matters and measures that have not yet been improved: The company's improvement in 2024 is as follows： Indicator 2.06: The Company appointed an additional female director following the re-election of the Board at the 2024 Annual General Shareholders' Meeting. Indicator 4.07: In 2024, the Company has uploaded the English version of its Sustainability Report to the Market Observation Post System (MOPS) and the Company's official website. Indicator 4.19: In 2024, the Company purchased Renewable Energy Certificates (RECs) bundled with green electricity from Taipower at a rate of NT$4.95 per kilowatt-hour, totaling 10,000 kWh per year, equivalent to an annual expenditure of NT$49,500. This initiative is expected to reduce carbon emissions by 4,940 kg CO₂e annually, demonstrating the Company's commitment to environmental sustainability and corporate responsibility."

Note 1: Whether or not "yes" or "no" is checked, it should be stated in the summary description field.

Note 2: The evaluation criteria for the independence of the Company's accountants are as follows:

Accountant Independence Assessment Criteria

Evaluation items	Evaluation result	Whether it is independent
1. Whether the accountant has a direct or significant indirect financial interest relationship with the Company	No	Yes
2. Whether the accountant has a financing or guaranteeing action with the Company or the directors of the Company	No	Yes
3. Whether the accountant has a close business relationship or potential employment relationship with the Company	No	Yes
4. Whether the accountants and their members of the audit team are currently directors or managers in the current or the last two years or have a significant impact on the audit work	No	Yes
5. Whether the accountant has provided non-audit services to the Company that may directly affect the audit	No	Yes
6. Whether the accountant has any stock or other securities issued by the Company	No	Yes
7. Apart from performing business permitted by laws and regulations, do accountants represent the Company in legal cases or other disputes with third parties	No	Yes
8. Whether the accountant has a kinship with the directors, managers or persons who have a significant impact on the audit	No	Yes

AQIs 5 dimensions and 13 indicators

Dimension 1: Professionalism	Assessment Focus
1-1 Review experience	Whether the senior inspectors have sufficient audit experience to perform the inspection work.
1-2 Training Hours	Whether accountants and senior auditors receive sufficient education and training every year to continuously acquire professional knowledge and skills.
1-3 turnover rate	Whether the firm maintains enough senior human resources.
1-4 Professional Support	Whether the firm has enough professionals (such as evaluators) to support the verification team.
Dimension 2: Quality Control	Assessment Focus
2-1 Accountant load	Whether the accountant's workload is too heavy.
2-2 Check input	Check whether the input of team members is appropriate at each stage.
2-3 Case EQCR	Whether the EQCR accountant devotes enough time to the review of audit cases.
2-4 Quality Control Support Ability	Whether the firm has sufficient quality control manpower to support the inspection team.
Dimension 3: Independence	Assessment Focus
3-1 Public fees for non-audit services	The Influence of the Proportion of Public Fees for Non-audit Services on Independence.
3-2 Customer Familiarity	The influence of the cumulative number of years of auditing cases in the firm's annual financial report on the independence.
Dimension 4: Monitor	Assessment Focus
4-1 Missing external inspection and punishment	Whether the firm's quality control and audit cases are implemented in accordance with relevant laws and standards.
4-2 The competent authority issued a letter to improve	Whether the firm's quality control and audit cases are implemented in accordance with relevant laws and standards.
Dimension 5: Innovation Capability	Assessment Focus
5-1 Innovation Capability	The accounting firm's commitment to improving audit quality, including the accounting firm's innovation capability and planning.

Note 3: Corporate Governance Executive Training Situation:

Name/Title	Date	Organizer	Course Title	Time
PhoebeChen Chairman's Office Manager/ Head of Corporate Governance	2024.08.15	ROC Corporate Management and Sustainable Development Association	Latest Developments and Impacts of Controlled Foreign Corporation (CFC) Regulations	3 hours
	2024.09.20	Republic of China Securities and Futures Market Development Foundation	Insider Trading Prevention Advocacy Meeting for the Fiscal Year 2024	3 hours
	2024.10.25	ROC Corporate Management and Sustainable Development Association	Workplace Labor Disputes, Resolution Mechanisms, and Case Studies	3 hours
	2024.11.27	ROC Corporate Management and Sustainable Development Association	Analysis of Practical Disputes in Board of Directors	3 hours
	2024.12.04	Securities and Futures Institute (SFI)	Sustainability Development Committee and Sustainability Officer Forum	3 hours

Note4: Stakeholders of the company are concerned about issues, communication methods and impl:

boundary	Stakeholder	Concerns	Communication route	Communication frequen	Contact window	2024 implementation status
Internal	Staff	Salary, Welfare, Education and Training, Occupational Health and Safety, Quality System, HSF Management	Staff communication meeting	Once every six months	Spokesperson Joseph Chuang, Director HR@sunplus.com	Hold 2 meetings and announce colleagues' questions and replies
			Employee welfare committee	Irregular	Spokesperson Joseph Chuang, Director HR@sunplus.com	Related to the Welfare Committee Forum in the internal life communication channel
			Labor Retirement Reserves Supervision Committee	Once per quarter	Spokesperson Joseph Chuang, Director HR@sunplus.com	4 meetings are held, and meeting minutes are available for inquiry
			Internal promotion	Irregular	Spokesperson Joseph Chuang, Director HR@sunplus.com	E-mail, posters, announcements, etc. irregular publicity
			Employee performance interview	2 times a year	Spokesperson Joseph Chuang, Director HR@sunplus.com	Conduct an employee performance interview in the middle of the year and at the end of the year, prepare a performance and future development analysis table for reference, and the achievement rate is over 90%
			Labor-management meeting	Once per quarter	Spokesperson Joseph Chuang, Director HR@sunplus.com	4 meetings are held, and meeting minutes are available for inquiry
			Occupational Safety and Health Committee	Once per quarter	Environmental Safety Shamir Chang shamir.chang@ sunplus.com	4 meetings are held, and meeting minutes are available for inquiry
	Board	Sustainable Development	Sustainable Development Implementation Report	Once per year	Spokesperson Joseph Chuang, Director shamir.chang@ sunplus.com	On May 13, 2024, the board of directors will report on the implementation status in 2023.
		Sustainable Development	Greenhouse gas inventory and verification schedule planning report	Once per quarter	Spokesperson Joseph Chuang, Director shamir.chang@ sunplus.com	Progress of the Greenhouse Gas Inventory and Verification Schedule Execution Report at the Board of Directors Meetings in January, May, August, and November.
		Communication with stakeholders	Report on the Communication between the Company and Stakeholders	At least once per year	Spokesperson Joseph Chuang, Director shamir.chang@ sunplus.com	Report to the Board of Directors on December 25, 2024.
external	client	Customer appeal	Customer complaints	Cases based on customer complaints	Quality and Reliability Engineering Department Aleck Lin QA@sunplus.com	In 2024, there were a total of 54 customer complaint cases. Among them, 20 cases were attributed to Sunplus''s responsibility. All cases were successfully resolved.
		Customer satisfaction	customer satisfaction survey	2 times a year	Quality Systems Department Cindy Chang QA@sunplus.com	In the two surveys at the beginning of the year and the middle of the year, the customer satisfaction o quality was 9.91 / 9.15 points (out of 10 points), and HSF customers' satisfaction was 9.66/9.53 points. All relevant issues were closed.
		Product quality and hazardous substance requirements	mail	Irregular	Quality Systems Department Lucy Sun QA@sunplus.com	Quality and hazardous substance requirements, a total of 50 external document specifications, all of which are properly processed
	Agent	Bad quarters inventory	Bad quarters inventory	Quarterly	Quality Systems Department Cindy Chang QA@sunplus.com	2024 Q1~Q4 All Complete
	Outsourcing factory	Green product requirements	GPM system	Update of reporting period, new product release, new specification requirements	Quality Systems Department Lucy Sun QA@sunplus.com	219 report updates in 2024
	Outsourcing factory	Supplier management approach	Quality/environmental assessment of existing outsourcing factories	Held once a year for each factory	Supplier Quality and Engineering Management Department Tiffany Ho QA@sunplus.com	Carry out assessment on the quality/environmental safety and health of existing outsourcing factories, counting 10 factory times
	Tenant	Relevant environmental protection and safety regulations	Meeting, E-mail, Line notification	Irregular	Environmental Safety Shamir Chang shamir.chang@ sunplus.com	On-site environmental, health, and safety measures are communicated through irregular phone calls and email exchanges.
	Government agencies	Statute compliance	Official document round trip, meeting, E-mail	Irregular	Spokesperson Joseph Chuang, Director shamir.chang@ sunplus.com	Participate in seminars and symposia held by competent authorities Cooperate with the competent authority in supervision and inspection Set up a contact window to maintain good interaction with the competent authorities
	Shareholders and investors	Operational performance, Risk Management, Corporate Governance, Shareholder participation	Annual report	Once a year	Spokesperson Joseph Chuang, Director IR@sunplus.com	On May 24, 2024, the 2023 annual report will be uploaded on the Public Information Observatory Quarterly upload of financial reports in 2024
			Financial report	Once per quarter	Spokesperson Joseph Chuang, Director IR@sunplus.com
			Legal person briefing meeting	twice a year	Spokesperson Joseph Chuang, Director IR@sunplus.com	Invited to attend two investor briefings on August 19, 2024, and December 4, 2024.
			Shareholder regular meeting	Once a year	Spokesperson Joseph Chuang, Director IR@sunplus.com	A regular meeting of shareholders will be held on June 12, 2024.
			The official website sets up a special area for corporate social responsibility and stakeholders	at any time	Spokesperson Joseph Chuang, Director IR@sunplus.com	A special area for corporate social responsibility and stakeholders has been set up on the official website.
			Set up a contact window for stock affairs and investor relations for two-way communication	at any time	Spokesperson Joseph Chuang, Director IR@sunplus.com	The services and investor relations contact window provides external communication channels.