Corporate Governance Structure

FIT Holding Co., Ltd. has established a comprehensive corporate governance framework in accordance with Company Act, Securities and Exchange Act, and other relevant regulations. Good corporate governance should be achieved by the board of directors and management in a manner that aligns with the best interests of the company and all shareholders. It assists in business operations and provides an effective supervisory mechanism to encourage optimal use of resources, improve efficiency, enhance competitiveness, and promote the social welfare of the public.

The company has established an Audit Committee, Remuneration Committee, and Corporate Governance and Sustainability Committee in compliance with regulations to assist the board of directors in fulfilling its supervisory responsibilities. These committees regularly report their activities and resolutions to the board of directors. The operations of the Board of Directors, Audit Committee, Remuneration Committee, and Corporate Governance and Sustainability Committee are conducted in accordance with the “Rules of Procedure for Board Meetings,” “Audit Committee Charter,” “Remuneration Committee Charter,” and “Corporate Governance and Sustainability Committee Charter,” respectively.

Chief Corporate Governance Officer

To implement corporate governance and ensure the board of directors functions effectively to protect investor rights, the board of directors resolved on March 26, 2021, to appoint Mr. Kun-Huang Lin, CFO, as the Chief Corporate Governance Officer. The responsibilities of the Chief Corporate Governance Officer and key tasks for the year are as follows:

Handling matters relating to board meetings and shareholders meetings according to laws Producing minutes of board meetings and shareholders meetings Assisting in onboarding and continuous development of directors and independent directors Furnishing information required for business execution by directors and independent directors Assisting directors and independent directors with legal compliance Reporting to the board of directors on the qualifications of independent directors in compliance with relevant laws and regulations at the time of nomination, election, and term of office Handling matters related to changes in directors Other matters set out in the articles of incorporation or contracts

Continuing Education Training of Corporate Governance Officer

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Date	Host by	Course title	Hours
2024/2/23	Corporate Operating and Sustainable Development Assocation	Corporate Governance and Securities Regulations	3
2024/5/14	Taiwan Corporate Governance Association	Mastering AI Risk Management Frameworks to Enhance Trust in Integrated AI Applications	3
2024/8/8	Taiwan Corporate Governance Association	Business Management Practices: Strategy and Execution	3
2024/8/23	Taiwan Corporate Governance Association	Prevention of Labor Disputes and Corporate Governance	3
2023/5/24	Taiwan Corporate Governance Association	Preventing Insider Trading and the countermeasures	3
2023/8/8	Taiwan Corporate Governance Association	The legal matters that the Board of Directors should supervise the Company to understand: Beware of mistakenly crossing the red line of joint action	3
2023/11/2	Taiwan Corporate Governance Association	Corporate Governance and Securities Regulations	3
2023/11/30	Accounting Research and Development Foundation of the Republic of China	Practical Analysis of the Latest Sustainable Development Action Plan and the Impact of Net Zero Carbon Emissions on Financial Statements	6
2022/1/24	Accounting Research and Development Foundation of the Republic of China	Legal responsibilities and case studies related to “contest for right of management” of a company	3
2022/1/25	Accounting Research and Development Foundation of the Republic of China	Analysis for common internal control management deficiencies and practical cases	6
2022/3/25	Accounting Research and Development Foundation of the Republic of China	TCFD Climate Related Financial Disclosure and Model of New Low Carbon Green Value	3
2021/10/28	Accounting Research and Development Foundation of the Republic of China	“Common deficiencies, preparation process and practice of “self-prepared financial reports” for companies”.	6

Implementation of Ethical Corporate Management Best Practice Principles

The company has established the “Ethical Corporate Management Best Practice Principles,” which have been approved by the board of directors. The “Corporate Governance and Sustainability Committee” under the board of directors, with the “Corporate Governance Task Force” under it, is responsible for promoting the group’s ethical management, anti-bribery, and compliance with laws and regulations. They assist the board of directors and management in formulating and supervising the implementation of ethical management policies and prevention programs to ensure the implementation of the Ethical Corporate Management Best Practice Principles. An annual report on the implementation status is submitted to the board of directors, with the latest report presented on September 1, 2023.

Continuing Education Training of Corporate Governance Officer

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Item	Content
Supplier Commitment	All of the Company’s suppliers shall sign the “Vendor Integrity Pledge” (100%).
Education and Training	At least once a year, educational sessions are conducted for current directors, managers, and employees on the “Regulations for the Prevention of Insider Trading,” “Procedures for Handling Internal Material Information,” and related laws and regulations. For newly appointed directors and managers, relevant legal orientations are provided immediately after assuming their positions. The newly employed personnel included topics related to integrity management in the new employee training program, with a total of 10 participants and 5 hours of training. In 2024, an educational training session on the topic of integrity management, titled “Trade Secrets Act and Case Study Analysis with Confidentiality Obligation Advocacy,” was conducted for a total of 15 participants, amounting to 23 hours in total.
Commitment	All employees shall sign the “Employee Integrity Pledge” upon joining the Group (100%). New directors shall sign material information confidentiality agreements upon assuming office.
Education	As new directors and managers take office, the Company educates them on various laws and regulations and promotes the concept of ethical management from time to time. Directors are reminded that they are prohibited from trading their shares during the closed period of 30 days prior to the publishing of the annual financial report and 15 days prior to the publishing of the quarterly financial report, in order to prevent unintentional violation of the rules. We communicate ethics and confidentiality responsibilities to employees through bulletin boards. Whistleblowing mechanism – email: FITH_3712@fit-holding.com