GOVERNANCE Corporate Governance

• The Board of Directors
According to the Article 17 of the Articles of Incorporation of Tait Marketing & Distribution Co., Ltd. ,the Company shall have 5 to 7 directors for a term of three years.

• Responsibilities of the board of directors
According to the Article 21 of the Articles of Incorporation of Tait Marketing & Distribution Co., Ltd.,the Company shall carry out its business by resolution of the Board of Directors except for those matters required by the Company Act or these Articles to be resolved by the shareholders' meeting, including but not limited to the following paragraphs:
1. Annual financial report, half-yearly financial report and budget review.
2. The proposed important internal rules and regulations of the Company and important external contract.
3. Appointment, dismissal and remuneration of managers and certified public accountants.
4. Establishment, alteration and abolition of branch offices.
5. Appointment and removal of the head of internal audit and the head of finance and accounting of the Company.
6. The proposed acquisition and disposal of important property of the Company.
7. The proposed borrowing of money, lending of funds, endorsement of guarantees or provision of guarantees, external investments and impairment of
    the Company's assets.
8. Proposed amendments to the Articles of Incorporation.
9. Proposals to convene a shareholders' meeting to resolve the distribution of earnings or to make up for losses.
10. The preparation of capital increase or decrease plans.
11. The Board of Directors shall resolve on all matters, except for those matters which shall be resolved by the shareholders' meeting in accordance with
      the Company Act or the Articles of Association.

• The nomination and election system  of the Director(including Independent Director) 
The term of the company;s 13th Boards of Directors and  Independent Directors were elected on May 19, 2026 of the 2025 General Shareholders Meeting. 
There are a total of 7 directors (including 3 independent directors). 3 members of the Board of Directors are female.
The election of all Directors of the Company shall be by nomination and shall be conducted in accordance with the nomination system for candidates as provided in Article 192-1 of the Company Act.
The Company shall have 5 to 7 directors for a term of three years, who 
shall be nominated by the shareholders' meeting from among persons of legal capacity and shall be elected under the cumulative election system provided for in Article 198 of the Company Act.

• Information Regarding Directors
The term of the company's 12th Boards of Directors and  Independent Directors were elected on May 31, 2023.
Title Name Education / experience
Director and Juristic Person Shareholder Uni-President Enterprises Corp --
President (Representative) UPEC Representative
Jui-Tien Huang 
Master Degree in Marketing,National Kaohsiung First University of Science and Technology
General Manager of President Chain Store Corp.
Director (Representative) UPEC Representative
Chih-Hsien Lo
MBA, UCLA, USA
President of Uni-President Enterprises Corp.
Director (Representative) UPEC Representative
Tsung-Yi Liu		 Ph.D. Program in Finance, Nat'l Chung Hsing Univ
MBA, National Taiwan Univ., R.O.C.
Vice General Manager of Corporate Resources Integration Group of Uni-President Enterprises Corp.
Director (Representative) UPEC Representative
Chia-Ming Chai		 L.L.M., University of Washington, U.S.A.
Vice General Manager of Legal Affairs Office of Uni-President Enterprises Corp.
Independent Director HUI-LING Huang Doctor of Management, National Kaohsiung First University of Science and Technology
Associate Professor, Department of Business Administration, Chang Jung Christian University
Independent Director Wen-sheng Yan PhD in Human Ecology - Hospitality Management at Kansas State University, USA
Assistant Professor, Department of Food and Beverage Management, Fu Jen Catholic University
Independent Director JIAN- hONG LI
St. John's University MBA, INTERNATIONAL FINANCE
Wenzhong Enterprise Co., Ltd. Chairman
•  Diversity and Independence of the Board of Directors
1.Director Diversity：
   1-1) The Company's Corporate Governance Principle (Article19) has stated the abilities of the board and developed a diversified policy for the
           composition of the board members and the directors concurrently serving as company officers not exceed one-third of the total number of the
           board members, and that an appropriate policy on diversity based on the company's business operations,operating dynamics,and development
           needs be formulated and include, without being limited to,the following two general standards:
     1-1-1)Basic requirements and values: Gender, age, nationality, and culture.
     1-1-2) Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance,marketing and technology),professional
                skills,and industry experience. 
                All members of the board shall have the knowledge, skills, and experience necessary to perform their duties. To achieve the ideal goal of
                corporate governance, the board of directors shall possess the following abilities:
              【Implementation of the Diversity Policy for Board Members：】
               ① Ability to make operational judgments.
               ② Ability to perform accounting and financial analysis.
               ③ Ability to conduct management administration.
               ④ Ability to conduct crisis management.
               ⑤ Knowledge of the industry
               ⑥ An international market perspective
               ⑦ Ability to lead
               ⑧ Ability to make policy decisions
               ⑨Risk management knowledge and capabilities
      
   1-2) The diversity of board members is as follows:          
     1-2-1) Basic requirements and values:
                 There are a total of 7 directors (including 3 independent directors). Three members of the Board of Directors are female. The average age of all
                 directors is 59.
     1-2-2) Professional knowledge and skills:
                 ￭The directors
                   The directors with education background including MBA, UCLA, USA , Master Degree in Marketing,National aohsiung First University of
                    Science and Technology, Ph.D. Program in Finance, Nat'l Chung Hsing Univ, and L.L.M., University of Washington, U.S.A.
                 ￭The independent directors
                   The independent directors with education background and experience including Doctor of Management, National Kaohsiung First University
                   of Science and Technology., PhD in Human Ecology - Hospitality Management at Kansas State University, USA.,St. John's University MBA,
                   INTERNATIONAL FINANCE.
                 ￭Professional license：One director is lawyer.
                 ￭Objective and implementation of board diversify policy
Objective Implementation
3 independent directors Fully implemented
Directors concurrently serving as company officers not  Exceed one-third of the total number of the board members. Fully implemented
At least one independent director with expertise in accounting,Finance or business administration. Fully implemented
2.Independence of the Board of Directors:
   2-1) The Company has three independent directors, accounting for 42.9% of the total number of directors in accordance with the Company’s
            regulations. 
   2-2) The Company confirm that there are no circumstances specified in Items 3 and 4 of Article 26-3 of the Securities and Exchange Act. Three
           independent directors (including one female independent director), which meets the requirement of Article 14-2 of the Securities and Exchange
           Act that the number of independent director shall not be less than two,and not less than one-fifth of the number of directors.

【note 1：Implementation of the Diversity Policy for Board Members】
 
Name Nationality
Gender		 The duration
for Independent Director		 Professional background Age Criteria
<3y 3y-9y >9y 41-50 51-60 61-70 Operational Judgment Accounting & Finance Operational Management Crisis Management Industry Experiences Global market perspective Leadership Decision-Making Risk management
Jui-Tien Huang Taiwan, R.O.C
M		       Marketing
and retail
management		     V V V V V V V V V V
Chih-Hsien Lo Taiwan, R.O.C
M		       Business
Administration		   V V V V V V V V V V
Tsung-Yi Liu Taiwan, R.O.C
M		       Finance   V   V V V V V V V V V
Chia-Ming Chai Taiwan, R.O.C
F		       Law   V   V V V V V V V V V
HUI-LING Huang
(Independent Director)		 Taiwan, R.O.C
F		 V     Finance and International Business V   V V V V V V V V V
Chia-Hsun Wu
(Independent Director)		 Taiwan, R.O.C
F		 V     Food and Beverage Management V     V V V V V V V V V
Liang-Chieh Huang
(Independent Director)		 Taiwan, R.O.C
M		 V     Business
Administration		   V V V V V V V V V V
【note 2：Professional Qualifications and Independence Analysis of Directors】
 
Name Professional Qualifications Requirements and work experience Independence Criteria Number of Other Public Companies
in Which the Individual is Concurrently Serving as an Independent Director
Professional Qualifications Requirements and work experience Not been the person of any conditions defined in Article30 of the Company Law
Jui-Tien Huang General Manager of President Chain Store Corp.
Relying on professional expertise in industry and business management to continuously monitor Tait's operations.		 Y -- 0
Chih-Hsien Lo Group Chief Strategy Officer of Uni-President Enterprises Corp.
Relying on professional expertise in industry and business management to continuously monitor Tait's operations.		 Y -- 0
Tsung-Yi Liu Vice General Manager of Corporate Resources Integration Group of Uni-President Enterprises Corp.
Relying on professional expertise in industry and business management to continuously monitor Tait's operations.		 Y -- 0
Chia-Ming Chai
1. Vice General Manager of Legal Affairs Office of Uni-President Enterprises Corp.
2. Taiwan lawyer
3.Relying on legal expertise to continuously monitor Tait’s operations.
 Y -- 1
HUI-LING Huang
(Independent Director)		 1.Doctor of Management, National Kaohsiung First University of Science and Technology
2.Associate Professor, Department of
Business Administration, Chang Jung
Christian University
3.Relying on professional expertise in industry and business management to continuously monitor Tait's operations.		 Y (1) Not the person, the person's spouse,
     relative within the second degree of
     kinship, of a director, supervisor or an
     employee of the company or any of its
     affiliates.
(2) Not the person who holds shares,
     together with those held by the
     person's spouse, minor children, or held
     by the person under others' names, in
     an aggregate of 0% of the total number
     of issued shares of the company 
(3) Not a director or supervisor of the
     company or any of its affiliates. 
(4) Not a professional who provides audits
     or Commerciallegal, financial,
     accounting, or other related services
     with compensation within the past two
     years to Tait or its affiliates.		 0
Wen-sheng Yan
(Independent Director)		 1.PhD in Human Ecology - Hospitality Management at Kansas State University, USA
2.Assistant Professor, Department of 
Food and Beverage Management, 
Fu Jen Catholic University
3.Relying on professional expertise in industry and business management to continuously monitor Tait's operations.		 Y (1) Not the person, the person's spouse,
     relative within the second degree of
     kinship, of a director, supervisor or an
     employee of the company or any of its
     affiliates.
(2) Not the person who holds shares,
     together with those held by the
     person's spouse, minor children, or held
     by the person under others' names, in
     an aggregate of 0% of the total number
     of issued shares of the company 
(3) Not a director or supervisor of the
     company or any of its affiliates. 
(4) Not a professional who provides audits
     or Commerciallegal, financial,
     accounting, or other related services
     with compensation within the past two
     years to Tait or its affiliates.		 0
JIAN- hONG LI
(Independent Director)
1.St. John's University
MBA, INTERNATIONAL FINANCE
2.Wenzhong Enterprise Co., Ltd. Chairman
3.Relying on professional expertise in industry and business management to continuously monitor Tait's operations.
 Y (1) Not the person, the person's spouse,
     relative within the second degree of
     kinship, of a director, supervisor or an
     employee of the company or any of its
     affiliates.
(2) Not the person who holds shares,
     together with those held by the
     person's spouse, minor children, or held
     by the person under others' names, in
     an aggregate of 0% of the total number
     of issued shares of the company 
(3) Not a director or supervisor of the
     company or any of its affiliates. 
(4) Not a professional who provides audits
     or Commerciallegal, financial,
     accounting, or other related services
     with compensation within the past two
     years to Tait or its affiliates.		 1
3.1 Board of Directors' Performance Evaluation Implementation Status of Y2025
Evaluation Cycles Evaluation Period Evaluation Scope Evaluation Method Evaluation Aspects
The Company conducts the board performance evaluation once a year 2025.01.01-2025.12.31 The scope includes the individual directors, the Board of Directors as a whole, the Remuneration Committee and the Audit Committee.





 		 Methods include self-assessments by each board member and internal assessment of the Board, the Remuneration Committee and the Audit Committee.




 		 1.The Board of Directors are assessed on the
   following five aspects：
   A.Involvement in the Company's operation
   B.Enhancement of the quality of the board's
      decisionmaking
   C.Makeup and structure of the board
   D.Director's professionalism and continuing
      knowledge development
   E.Internal controls
  • Conclusion: The overall operation of the board of directors is competent and meets and exceeds the standards of corporate governance.
2.The individual directors are assessed on the
   following six aspects:
   A.Understanding of the Company's goals and
      mission
   B.Awareness of director's duties
   C.Involvement in the Company's operations
   D. Internal relationship and communication
   E.Director's professionalism and continuing
      knowledge development
   F.Internal controls
  • Conclusion: Each director provides advice and opinions based on their expertise and make an effective contribution to the board.
3.The Audit Committee is assessed on the following five
   aspects：
   A.Involvement in the Company's operation
   B.Awareness of functional committee’s duties
   C.Improve decision-making quality of functional
      committees
   D.Composition of functional committee and
      selection of members
   E. Internal controls
  • Conclusion: The overall operation of the Audit Committee is competent and meets and exceeds the standards of corporate governance
4.The Remuneration Committee is assessed on the
   following five aspects：
   A.Involvement in the Company's operation
   B.Awareness of functional committee’s duties
   C.Improve decision-making quality of functional
      committees
   D.Composition of functional committee and
      selection of members
   E. Internal controls
  • Conclusion: The overall operation of the Remuneration Committee is competent and meets and exceeds the standards of corporate governance

3.2 Board of Directors' Performance Evaluation Implementation Status of Y2024
Evaluation Cycles Evaluation Period Evaluation Scope Evaluation Method Evaluation Aspects
The Company conducts the board performance evaluation once a year 2024.01.01-2024.12.31 The scope includes the individual directors, the Board of Directors as a whole, the Remuneration Committee and the Audit Committee.





 		 Methods include self-assessments by each board member and internal assessment of the Board, the Remuneration Committee and the Audit Committee.




 		 1.The Board of Directors are assessed on the
   following five aspects：
   A.Involvement in the Company's operation
   B.Enhancement of the quality of the board's
      decisionmaking
   C.Makeup and structure of the board
   D.Director's professionalism and continuing
      knowledge development
   E.Internal controls
  • Conclusion: The overall operation of the board of directors is competent and meets and exceeds the standards of corporate governance.
2.The individual directors are assessed on the
   following six aspects:
   A.Understanding of the Company's goals and
      mission
   B.Awareness of director's duties
   C.Involvement in the Company's operations
   D. Internal relationship and communication
   E.Director's professionalism and continuing
      knowledge development
   F.Internal controls
  • Conclusion: Each director provides advice and opinions based on their expertise and make an effective contribution to the board.
3.The Audit Committee is assessed on the following five
   aspects：
   A.Involvement in the Company's operation
   B.Awareness of functional committee’s duties
   C.Improve decision-making quality of functional
      committees
   D.Composition of functional committee and
      selection of members
   E. Internal controls
  • Conclusion: The overall operation of the Audit Committee is competent and meets and exceeds the standards of corporate governance
4.The Remuneration Committee is assessed on the
   following five aspects：
   A.Involvement in the Company's operation
   B.Awareness of functional committee’s duties
   C.Improve decision-making quality of functional
      committees
   D.Composition of functional committee and
      selection of members
   E. Internal controls
  • Conclusion: The overall operation of the Remuneration Committee is competent and meets and exceeds the standards of corporate governance
4.Director Continuing Education
Name Date Organizer Course Name Hours
UPEC Representative
Jui-Tien Huang		 2026.01.29 Taiwan Institute of Directors Future Trends in the Global Economy and Markets 3
UPEC Representative
Chih-Hsien Lo		 2026.01.29 Taiwan Institute of Directors Future Trends in the Global Economy and Markets 3
UPEC Representative
Tsung-Yi Liu		 2026.01.29 Taiwan Institute of Directors Future Trends in the Global Economy and Markets 3
UPEC Representative
Chia-Ming Chai		 2026.01.29 Taiwan Institute of Directors Future Trends in the Global Economy and Markets 3
Independent director：
HUI-LING Huang		 2026.05.28-29 Chinese Corporate Governance Association 2026 Decarbonization Practical Workshop and Sustainable Development Action Briefing 9
Independent director：
Wen-sheng Yan		        
Independent director：
JIAN- hONG LI		 2026.06.04 Accounting Research and Development Foundation Latest Revisions to the "Regulations Governing Establishment of Internal Control Systems" and Practical Compliance with Internal Audit and Control Regulations Related to Financial Statement Preparation 6

￭ Prohibit a director from trading its shares during the closed period of 30 days prior to the publication of the annual financial reports and 15 days prior to the publication of the quarterly financial reports.

1. According to the Article 10 of the Articles of Corporate Governance Best Practice Principles of Tait Marketing & Distribution Co., Ltd.
    To protect its shareholders' rights and interests and ensure their equal treatment,Tait adopt internal rules prohibiting company insiders from trading
    securities using information not disclosed to the market. The rules mentioned in the preceding paragraph include stock trading control measures from
    the date insiders of Tait become aware of the contents of the company's financial reports or relevant results. Measures include, without limitation,
    those prohibiting a director from trading its shares during the closed period of 30 days prior to the publication of the annual financial reports and 15
    days prior to the publication of the quarterly financial reports.
    According to the Article 5 of the Articles of Prevention Measures for Insider Trading Management Regulations of Tait Marketing & Distribution Co., Ltd.
    To safeguard shareholder rights and ensure equal treatment of shareholders, our company should establish internal regulations that prohibit insiders
    from trading securities based on undisclosed information in the market.The aforementioned regulations include measures to control stock trading by
    insiders of our company from the day they obtain access to the company's financial reports or related performance information. These measures
    include (but are not limited to) prohibiting directors from trading their stocks during a closed period of thirty days prior to the announcement of annual
    financial reports and fifteen days prior to the announcement of quarterly financial reports.
2. Information of Implementation (Y2025~Y2026)
    2-1) Y2026
      2-1-1) 2026Q1：2026.01.23 (Fri.)       9:00AM~2026.02.25 (Wed.)    13:30PM
      2-1-2) 2026Q2：2026.04.08 (Wed.)   9:00AM~2026.04.24 (Fri.)        13:30PM
      2-1-3) 2026Q3：2026.07.13 (Mon.)   9:00AM~2026.07.29 (Wed.)    13:30PM
      2-1-4) 2026Q4：2026.10.12 (Mon.)   9:00AM~2026.10.28 (Wed.)    13:30PM
    2-2) Y2025
      2-2-1) 2025Q1：2025.01.21 (Tues.)   9:00AM~2025.02.21 (Fri.)        13:30PM
      2-2-2) 2025Q2：2025.04.11 (Fri.)      9:00AM~2025.04.29 (Tues.)     13:30PM
      2-2-3) 2025Q3：2025.07.11 (Fri.)      9:00AM~2025.07.29 (Tues.)     13:30PM
      2-2-4) 2025Q4：2025.10.09 (Thur.)   9:00AM~2025.10.28 (Tues.)     13:30PM
   2-3)Tait notifies its directors and insiders of the commencement of trading blackout periods by email. On October 27, 2025, Tait informed all directors by
          email of the scheduled dates for the five Board meetings in 2026, as well as the respective blackout periods prior to the announcement of each
          quarterly financial report. Additionally, a reminder email is sent one day before the start of each blackout period to help ensure directors do not
          inadvertently violate related regulations.
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Company Tel：+886-2-2721-6600

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