Functional Committee Functional Committee

ESG Sustainable Management Committee ESG Sustainable Management Committee

Promote and implement corporate social responsibility policies and sustainable development: 1. Review and offer suggestions on the effectiveness of the ESG implementation. 2. Plan the direction of corporate social responsibility, and the annual implementation plan and progress. 3. Other related matters. The Company has set up the ESG Sustainable Management Committee since September 17th, 2021, and the Committee holds a minimum of 2 meetings a year. The current members are:Promote and implement corporate social responsibility policies and sustainable development: 1. Review and offer suggestions on the effectiveness of the ESG implementation. 2. Plan the direction of corporate social responsibility, and the annual implementation plan and progress. 3. Other related matters. The Company has set up the ESG Sustainable Management Committee since September 17th, 2021, and the Committee holds a minimum of 2 meetings a year. The current members are:

請往右滑動瀏覽
Functional Committee
Convener
Member
ESG Sustainable Management Committee
Jiann-Jou Chen
Jiann-Jou Chen, Yen-Liang Lin, Rui-Ji Lin, 
Kai-Jung Yang, Po-Sung Wu 

Operations of the ESG Sustainable Management Committee Operations of the ESG Sustainable Management Committee

Discussions and resolutions of the ESG Sustainable Management Committee in 2025, and how the Company handled the opinions of the Committee Members: Discussions and resolutions of the ESG Sustainable Management Committee in 2025, and how the Company handled the opinions of the Committee Members:

請往右滑動瀏覽
Date of the ESG Sustainable Management Committee Meeting
Contents of the Proposal
Results of ESG Sustainable Management Committee Resolutions
The Company’s ESG Sustainable Management Committee
Handling of the Opinions of the Committee Members
2025/5/8
(1) 2024 ESG Report PublicationAll members that were present
unanimously resolved the proposal
Submit to the board of directors for discussion
2025/12/11(1) 2026 ESG plansAll members that were present
unanimously resolved the proposal
Report to the Board of Directors meeting

Risk Management Committee Risk Management Committee

To improve risk control and management, the Company established the Risk Management Committee. The Committee is responsible for: 1. Regularly review the Company’s risk management policies and procedures, and make recommendations for discussion by the Board of Directors. 2. The Company will review the quality changes, risks, and trends faced by the Company’s financial assets every six months, and report the results from the review to the Board of Directors. 3. Regularly review the legal requirements for the competent authorities and the Board of Directors on various risk management-related systems, management mechanisms, and other issues, and report the results of the review to the Board of Directors. 4. Other major risk matters stipulated by the Company or the competent authorities. The Company has set up the Risk Management Committee since September 17th, 2021, and the Committee holds a minimum of 2 meetings a year. The current members are:To improve risk control and management, the Company established the Risk Management Committee. The Committee is responsible for: 1. Regularly review the Company’s risk management policies and procedures, and make recommendations for discussion by the Board of Directors. 2. The Company will review the quality changes, risks, and trends faced by the Company’s financial assets every six months, and report the results from the review to the Board of Directors. 3. Regularly review the legal requirements for the competent authorities and the Board of Directors on various risk management-related systems, management mechanisms, and other issues, and report the results of the review to the Board of Directors. 4. Other major risk matters stipulated by the Company or the competent authorities. The Company has set up the Risk Management Committee since September 17th, 2021, and the Committee holds a minimum of 2 meetings a year. The current members are:

請往右滑動瀏覽
Functional Committee
Convener
Member
Risk Management Committee
Ming-You Huang
Ming-You Huang, Min-Chieh Chang, Yu-Chih Liu

Information on the Operations of the Risk Management Committee Information on the Operations of the Risk Management Committee

Discussions and resolutions of the Risk Management Committee in 2025, and how the Company handled the opinions of the Committee Members:Discussions and resolutions of the Risk Management Committee in 2025, and how the Company handled the opinions of the Committee Members:

請往右滑動瀏覽
Date of the Risk Management Committee Meeting
Contents of the Proposal
Risk Management Committee
Resolutions
The Company’s Handling of the Opinions of the Risk Management Committee Members
2025/3/6
KRIs (Key Risk Indicators) Report
All members that were present
unanimously resolved the proposal
Report to the Board of Directors meeting
2025/8/5
KRIs (Key Risk Indicators) Report
All members that were present
unanimously resolved the proposal
Report to the Board of Directors meeting

The Audit Committee The Audit Committee

To enhance the management of the Company, the Audit Committee was established and was made up of all independent directors. The Committee is responsible for: 1. The adoption or amendment to the internal control system. 2. Assessment of the effectiveness of the internal control system. 3. The adoption or amendment of the procedures for handing major financial or business activities such as acquisition or disposal of assets, derivatives tradings, loaning of funds to others, and endorsements or guarantees for others. 4. Matters in which a director is an interested party. 5. Transactions and trading of major assets or derivatives. 6. Major loans of funds, endorsements, or provision of guarantees. 7. The offering, issuance, or private placement of equity-type securities. 8. The appointment or dismissal of a certified public accountant, or their compensation. 9. The appointment or dismissal of financial, accounting, or internal audit supervisors. 10. Annual and semi-annual financial report. 11. Carrying out merger activities specified in the “Business Mergers And Acquisitions Act”, and the activities called for in Article 6 of the “Business Mergers And Acquisitions Act” and “Regulations Governing the Establishment and Related Matters of Special Committees of Public Companies for Merger/Consolidation and Acquisition”. 12. Other major matters stipulated by the Company or the competent authorities. The Company has set up the Audit Committee since November 2018, and the Committee holds a minimum of 1 meeting every quarter. The current members are:To enhance the management of the Company, the Audit Committee was established and was made up of all independent directors. The Committee is responsible for: 1. The adoption or amendment to the internal control system. 2. Assessment of the effectiveness of the internal control system. 3. The adoption or amendment of the procedures for handing major financial or business activities such as acquisition or disposal of assets, derivatives tradings, loaning of funds to others, and endorsements or guarantees for others. 4. Matters in which a director is an interested party. 5. Transactions and trading of major assets or derivatives. 6. Major loans of funds, endorsements, or provision of guarantees. 7. The offering, issuance, or private placement of equity-type securities. 8. The appointment or dismissal of a certified public accountant, or their compensation. 9. The appointment or dismissal of financial, accounting, or internal audit supervisors. 10. Annual and semi-annual financial report. 11. Carrying out merger activities specified in the “Business Mergers And Acquisitions Act”, and the activities called for in Article 6 of the “Business Mergers And Acquisitions Act” and “Regulations Governing the Establishment and Related Matters of Special Committees of Public Companies for Merger/Consolidation and Acquisition”. 12. Other major matters stipulated by the Company or the competent authorities. The Company has set up the Audit Committee since November 2018, and the Committee holds a minimum of 1 meeting every quarter. The current members are:

請往右滑動瀏覽
Functional Committee
Convener
Member
The Audit Committee
Ming-You Huang
Ming-You Huang, Min-Chieh Chang, Yu-Chih Liu

Information on the Operations of the Audit Committee Information on the Operations of the Audit Committee

8 meetings have been held so far in 2025 (A), and the attendance of each member is as follows:8 meetings have been held so far in 2025 (A), and the attendance of each member is as follows:

請往右滑動瀏覽
Job Title
NameActual Attendances (B)
Number of Proxy Attendances
Actual Attendance Rate (%) [B/A]
Convener
Ming-You Huang
80100%
Committee Member
Min-Chieh Chang
80100%
Committee Member
Yu-Chih Liu
80100%


Discussions and resolutions of the Audit Committee in 2025, and how the Company handled the opinions of the Committee Members:Discussions and resolutions of the Audit Committee in 2025, and how the Company handled the opinions of the Committee Members:

請往右滑動瀏覽
Date of the Audit Committee Meeting
Contents of the Proposal
Audit Committee
Resolutions
The Company’s Handling of the Opinions of the Audit Committee Members
2025/1/14
3rd Audit Committee
7th meeting
(1) The disposal of right-of-use real estate assets acquired from related parties
(2) Provide Guarantee to Financial Institutions for Hotai Finance Development Co., Ltd.
(3) Provide Guarantee to Financial Institutions for Hoyun (Shanghai) Commercial Factoring Co., Ltd.
All members that were present
unanimously resolved the proposal
The proposal during the Board of Directors meeting was passed by all directors
2025/3/6
3rd Audit Committee
8th meeting
(1) 2024 business and financial report
(2) Proposal for 2024 dividend policy
(3) Proposal for release of the non-competition restriction imposed on directors
(4) Proposal for personnel change of Chief Internal Auditor
(5) Proposal to amend the System of Internal Control
(6) Statement of Internal Control System
All members that were present
unanimously resolved the proposal
The proposal during the Board of Directors meeting was passed by all directors
2025/5/8
3rd Audit Committee
9th meeting
(1) The Q1 2025 consolidated financial statements
(2) Provide Guarantee to Financial Institutions for Hotai Finance Development Co., Ltd.
(3) Provide Guarantee to Financial Institutions for (Shanghai) Commercial Factoring Co., Ltd.
All members that were present
unanimously resolved the proposal
The proposal during the Board of Directors meeting was passed by all directors
2025/8/5
3rd Audit Committee
10th meeting
(1) The Q2 2025 consolidated financial statements
(2) Provide Guarantee to Financial Institutions for Hotai Finance Development Co., Ltd.
(3) Provide Guarantee to Financial Institutions for HEJUN Energy Co., Ltd.
(4) Amendment to the relevant corporate governance regulation
All members that were present
unanimously resolved the proposal
The proposal during the Board of Directors meeting was passed by all directors
2025/8/20
3rd Audit Committee
11th meeting
(1) Proposal for Investment in HFC (Cambodia) Microfinance Plc
All members that were present
unanimously resolved the proposal
The proposal during the Board of Directors meeting was passed by all directors
2025/11/6
3rd Audit Committee
12th meeting
(1) Proposal to have a certified public accountant and his firm provide IFRS (S1/S2) advisory services to our company and its subsidiaries.
(2) The Q3 2025 consolidated financial statements
(3) Provide Guarantee to Financial Institutions for HEJUN Energy Co., Ltd.
(4) Proposal to amend the System of Internal Control
All members that were present
unanimously resolved the proposal
The proposal during the Board of Directors meeting was passed by all directors
2025/11/27
3rd Audit Committee
13th meeting
(1) Proposal for Investment in Thailand Listed Finance CompaniesAll members that were present
unanimously resolved the proposal
The proposal during the Board of Directors meeting was passed by all directors
2025/12/11
3rd Audit Committee
14th meeting
(1) Proposal for personnel change of Chief Internal Auditor
(2) 2026 annual audit plan
(3) Provide Guarantee to Financial Institutions for HEJUN Energy Co., Ltd.
(4) Proposal for Investment in Thailand Listed Finance Companies
All members that were present
unanimously resolved the proposal
The proposal during the Board of Directors meeting was passed by all directors

Remuneration Committee Remuneration Committee

To enhance the management of the Company, the Remuneration Committee was established and is made up of all independent directors. The Committee is responsible for:To enhance the management of the Company, the Remuneration Committee was established and is made up of all independent directors. The Committee is responsible for:

請往右滑動瀏覽
Functional Committee
Convener
Member
Remuneration CommitteeMing-You Huang
Ming-You Huang, Min-Chieh Chang, Yu-Chih Liu

Information on the Operations of the Remuneration Committee Information on the Operations of the Remuneration Committee

3 meetings have been held so far in 2025 (A), and the attendance of each member is as follows:3 meetings have been held so far in 2025 (A), and the attendance of each member is as follows:

請往右滑動瀏覽
Job Title
NameActual Attendances (B)
Number of Proxy Attendances
Actual Attendance Rate (%) [B/A]
ConvenerMing-You Huang
30100%
Committee Member
Min-Chieh Chang
30100%
Committee Member
Yu-Chih Liu30100%


Discussions and resolutions of the Remuneration Committee in 2025, and how the Company handled the opinions of the Committee Members:Discussions and resolutions of the Remuneration Committee in 2025, and how the Company handled the opinions of the Committee Members:

請往右滑動瀏覽
Date of the Remuneration Committee MeetingContents of the Proposal
Remuneration Committee
Resolutions
The Company’s Handling of the Opinions of the Remuneration Committee Members
2025/3/6
4th Remuneration Committee
3rd meeting
(1) Proposal for 2024 compensation allocated to employees
(2) Amendment to the Company's "The Articles of Incorporation"
All members that were present
unanimously resolved the proposal
The proposal during the Board of Directors meeting was passed by all directors
2025/5/8
4th Remuneration Committee
4th meeting
(1) 2024 performance bonus paid to the remuneration of executive officers and employeesAll members that were present
unanimously resolved the proposal
The proposal during the Board of Directors meeting was passed by all directors
2025/8/5
4th Remuneration Committee
5th meeting
(1) Proposal of FY2025 remuneration of executive officers and employees
All members that were present
unanimously resolved the proposal
The proposal during the Board of Directors meeting was passed by all directors

Communication between independent directors and internal audit supervisors and accountants. Communication between independent directors and internal audit supervisors and accountants.

1. Communication Policy (1) Independent directors and accountants hold regular meetings at least once a year. In the absence of general directors and management, the accountants will explain the Company’s financial situation, the financial and overall operations of domestic and overseas subsidiaries, and internal control audits to the independent directors. They will provide advice to the independent directors, and discuss and communicate issues raised by those present at the meeting. (2) The internal audit supervisor and independent directors hold regular meetings at least once every quarter. In the absence of the general directors and management, the accountants will report on the Company’s internal audit implementation and internal control operations, and discuss and communicate the issues raised by those present at the meeting. 2. Summary of the Communications (1) Summary of the Communications Between the Independent Directors and the Accountants1. Communication Policy (1) Independent directors and accountants hold regular meetings at least once a year. In the absence of general directors and management, the accountants will explain the Company’s financial situation, the financial and overall operations of domestic and overseas subsidiaries, and internal control audits to the independent directors. They will provide advice to the independent directors, and discuss and communicate issues raised by those present at the meeting. (2) The internal audit supervisor and independent directors hold regular meetings at least once every quarter. In the absence of the general directors and management, the accountants will report on the Company’s internal audit implementation and internal control operations, and discuss and communicate the issues raised by those present at the meeting. 2. Summary of the Communications (1) Summary of the Communications Between the Independent Directors and the Accountants

請往右滑動瀏覽
DateDescriptionRecommendations and Results
2025/03/61. The accountants explained the audit results of the 2024 Parent Company Only Financial Report and the Consolidated Financial Report, and communicated the results of the key audit items.
2. The accountants and independent directors discussed and communicated the issues raised by them.
No objections were made.
2025/08/051. The accountant discussed and communicated with the independent directors on the 2025 Q4 Annual Audit planning phase without the presence of any general directors and management.
No objections were made.

(2) Summary of the Communications Between Independent Directors and Internal Audit Supervisor(2) Summary of the Communications Between Independent Directors and Internal Audit Supervisor

請往右滑動瀏覽
DateDescriptionRecommendations and Results
2025/01/142024 4th Audit Business Report.
No objections were made.
2025/03/62024 Internal Control System Effectiveness Assessment and Internal Control System Statement.
No objections were made.
2025/05/08(1) 2025 1st Audit Business Report.
(2) 2025 Q1 Consolidated Financial Statements.
No objections were made.
2025/08/05(1) 2025 2nd Audit Business Report.
(2) 2025 Q2 Consolidated Financial Statements.
(1)  No objections were made.
(2) No general directors and management present.
2025/11/06(1) 2025 3rd Audit Business Report.
(2) 2025 Q3 Consolidated Financial Statements.
No objections were made.
2025/12/112026 Internal Audit PlanNo objections were made.
SHARE

Green Corporation of Hotai Finance Corporation 和潤企業的綠色使命

Through environmental protection, bettering corporate governance, and strengthening corporate social responsibility, we strive to become an eco-friendly green enterprise. 在追求公司成長同時,我們也兼顧環境友善,朝綠色企業之目標邁進,並以組織化的方式推行和潤的永續管理