Board of Directors Board of Directors

Board of Directors Board of Directors

A sound and effective Board of Directors is the foundation of sustainable management. In addition to laws and regulations, corporate governance is thoroughly implemented to ensure the effective operation from the Board of Directors, thereby protecting the rights and interests of the shareholders. The election of the directors (including independent directors) for the Company follows the “Rules of Election for Directors”. The current Board of Directors has a total of nine directors, and all of them were voted in by the shareholders. The directors are composed of: corporate director - Hozan Investment (designated 5 directors), Toyota Financial Service Corporation (designated 1 director), and 3 independent directors. The directors are diverse with various professional backgrounds and fields of work, and can effectively take on their responsibilities that include establishing a sound Board of Directors governance system; the supervision, appointment, and guidance of the Company’s management personnel; enhancing management functions; and being responsible for the Company’s overall operational status with regards to the economic, social, and environment related matters of the Company, and is committed to maximizing the rights and interests of the stakeholders.A sound and effective Board of Directors is the foundation of sustainable management. In addition to laws and regulations, corporate governance is thoroughly implemented to ensure the effective operation from the Board of Directors, thereby protecting the rights and interests of the shareholders. The election of the directors (including independent directors) for the Company follows the “Rules of Election for Directors”. The current Board of Directors has a total of nine directors, and all of them were voted in by the shareholders. The directors are composed of: corporate director - Hozan Investment (designated 5 directors), Toyota Financial Service Corporation (designated 1 director), and 3 independent directors. The directors are diverse with various professional backgrounds and fields of work, and can effectively take on their responsibilities that include establishing a sound Board of Directors governance system; the supervision, appointment, and guidance of the Company’s management personnel; enhancing management functions; and being responsible for the Company’s overall operational status with regards to the economic, social, and environment related matters of the Company, and is committed to maximizing the rights and interests of the stakeholders.

List of Directors (including Independent Directors) List of Directors (including Independent Directors)

Term Ends on July 21st, 2024Term Ends on July 21st, 2024

Director Diversity Policy Director Diversity Policy

The Company adopted the “Code of Practice for Corporate Governance”, which regulates the composition of the Board of Directors to consider diversity, and draws up an appropriate diversity policy for its own operation, business model, and development needs. The Company currently has a total of 9 directors, including 3 independent directors that account for 1/3. The tenures for the 3 independent directors are all less than three terms, and all of the directors are not employees. There are 2 directors under the age of 50, 3 directors between the ages of 51 and 60, 2 directors between the ages of 61 and 70, and 2 directors over the age of 70. All of the directors have practical and operational management qualifications in the automobile-related industry. In addition, the directors have professional backgrounds in finance, environmental-related, advertising industry, accounting, and economic analysis as they are a prime example of diversity within the composition of the Board of Directors. In addition to considering professional abilities and practical experiences, they also attach great importance to their personal reputation for ethical conduct and leadership. The Company’s implementation of the diversity policy is as follows:The Company adopted the “Code of Practice for Corporate Governance”, which regulates the composition of the Board of Directors to consider diversity, and draws up an appropriate diversity policy for its own operation, business model, and development needs. The Company currently has a total of 9 directors, including 3 independent directors that account for 1/3. The tenures for the 3 independent directors are all less than three terms, and all of the directors are not employees. There are 2 directors under the age of 50, 3 directors between the ages of 51 and 60, 2 directors between the ages of 61 and 70, and 2 directors over the age of 70. All of the directors have practical and operational management qualifications in the automobile-related industry. In addition, the directors have professional backgrounds in finance, environmental-related, advertising industry, accounting, and economic analysis as they are a prime example of diversity within the composition of the Board of Directors. In addition to considering professional abilities and practical experiences, they also attach great importance to their personal reputation for ethical conduct and leadership. The Company’s implementation of the diversity policy is as follows:

The specific management objectives and achievement rate of the Company’s diversity policy:The specific management objectives and achievement rate of the Company’s diversity policy:

Board of Directors Performance Assessment Board of Directors Performance Assessment

The Company has passed the adoption of the “Hotai Finance Corporation. Board of Directors Performance Assessment Regulations”, and has completed the Board of Directors Performance Assessment within three months after the end of the current year. The objects include the overall operation of the Board of Directors, and the self-assessment of the directors themselves. The measurement items of the Board of Directors performance assessment include the following five aspects: 1. Involvement in the Company’s operations. 2. Improve the quality of the decision-making by the Board of Directors. 3. Board composition and structure. 4. Election of directors and continuing education. 5. Internal control. The measurement items for the Board of Directors performance assessment should at least include the following six aspects: 1. Understanding of the Company’s objectives and missions. 2. Awareness of the responsibilities of the directors. 3. Involvement in the Company’s operations. 4. Management and communication of internal relationships. 5. Professional abilities and continuing education for the directors. 6. Internal control. Since 2019, the Company has appointed external professional and independent institutions, or experts and scholars to conduct the Board of Directors external performance assessment at least every three years, and report the results to the Board of Directors. In Q4 of 2021, the Taiwan Institute of Ethical Business and Forensics was commissioned to carry out the 2021 Board of Directors performance. The assessment results were reported to the Board of Directors on January 18th, 2022 and overall results from the assessment indicated that the Board of Directors is operating smoothly. In Q4 of 2023, the Taiwan Institute of Ethical Business was commissioned to carry out the 2023 Board of Directors performance by looking at the Board of Director’s decision-making effectiveness, functional competence, internal control, sustainable management, and social responsibility of the Board of Directors; functional committees’ level of participation in the Company’s operations, awareness of responsibilities, quality of decision-making, composition and selection of members, and internal control. Questionnaires and on-site interviews were used to evaluate the effectiveness of the Board of Directors and functional committees. The assessment results were reported to the Board of Directors on January 24th, 2024 and overall results from the assessment indicated that the Board of Directors is operating smoothly. The recommendations and improvement methods are as follows: • Improve Diversity of the Board • Include speaking records into the meeting minutes • Improve the offence reporting system • Accomplish ESG in diversified approaches • Proper use of AI in internal auditing mattersThe Company has passed the adoption of the “Hotai Finance Corporation. Board of Directors Performance Assessment Regulations”, and has completed the Board of Directors Performance Assessment within three months after the end of the current year. The objects include the overall operation of the Board of Directors, and the self-assessment of the directors themselves. The measurement items of the Board of Directors performance assessment include the following five aspects: 1. Involvement in the Company’s operations. 2. Improve the quality of the decision-making by the Board of Directors. 3. Board composition and structure. 4. Election of directors and continuing education. 5. Internal control. The measurement items for the Board of Directors performance assessment should at least include the following six aspects: 1. Understanding of the Company’s objectives and missions. 2. Awareness of the responsibilities of the directors. 3. Involvement in the Company’s operations. 4. Management and communication of internal relationships. 5. Professional abilities and continuing education for the directors. 6. Internal control. Since 2019, the Company has appointed external professional and independent institutions, or experts and scholars to conduct the Board of Directors external performance assessment at least every three years, and report the results to the Board of Directors. In Q4 of 2021, the Taiwan Institute of Ethical Business and Forensics was commissioned to carry out the 2021 Board of Directors performance. The assessment results were reported to the Board of Directors on January 18th, 2022 and overall results from the assessment indicated that the Board of Directors is operating smoothly. In Q4 of 2023, the Taiwan Institute of Ethical Business was commissioned to carry out the 2023 Board of Directors performance by looking at the Board of Director’s decision-making effectiveness, functional competence, internal control, sustainable management, and social responsibility of the Board of Directors; functional committees’ level of participation in the Company’s operations, awareness of responsibilities, quality of decision-making, composition and selection of members, and internal control. Questionnaires and on-site interviews were used to evaluate the effectiveness of the Board of Directors and functional committees. The assessment results were reported to the Board of Directors on January 24th, 2024 and overall results from the assessment indicated that the Board of Directors is operating smoothly. The recommendations and improvement methods are as follows: • Improve Diversity of the Board • Include speaking records into the meeting minutes • Improve the offence reporting system • Accomplish ESG in diversified approaches • Proper use of AI in internal auditing matters

Director Succession Plan Director Succession Plan

1. The election of directors for the Company uses a nomination system of candidates, where the shareholder meeting will select and appoint directors from the list of candidates according to the provisions of the Company’s Regulations with a tenure duration of three years. The abilities that the Board of Directors should have as a whole is as follows: (1) Operational judgment. (2) Accounting and financial analysis. (3) Business and management. (4) Crisis management capabilities. (5) Industry knowledge. (6) International market view. (7) Leadership. (8) Decision-making capacity. 2. The Company makes director succession plans through the following methods: (1) Recommendations by current directors. (2) The results of the Board of Directors performance assessment is used as a reference basis for the nomination of directors for re-election. 3. To enhance the effectiveness of the directors in exercising their functions, the Company will keep pace with the times and arrange refresher courses with references to the internal and external changes to the environmental conditions and developmental needs at any time, thus enhancing the professional knowledge of directors. 4. Every year, the Company organizes training courses for the directors, and provides optional self-learning courses. In 2023, the average number of training hours completed by each director is 8.7 hours, which is higher than the required amount of hours.1. The election of directors for the Company uses a nomination system of candidates, where the shareholder meeting will select and appoint directors from the list of candidates according to the provisions of the Company’s Regulations with a tenure duration of three years. The abilities that the Board of Directors should have as a whole is as follows: (1) Operational judgment. (2) Accounting and financial analysis. (3) Business and management. (4) Crisis management capabilities. (5) Industry knowledge. (6) International market view. (7) Leadership. (8) Decision-making capacity. 2. The Company makes director succession plans through the following methods: (1) Recommendations by current directors. (2) The results of the Board of Directors performance assessment is used as a reference basis for the nomination of directors for re-election. 3. To enhance the effectiveness of the directors in exercising their functions, the Company will keep pace with the times and arrange refresher courses with references to the internal and external changes to the environmental conditions and developmental needs at any time, thus enhancing the professional knowledge of directors. 4. Every year, the Company organizes training courses for the directors, and provides optional self-learning courses. In 2023, the average number of training hours completed by each director is 8.7 hours, which is higher than the required amount of hours.

Key Management-level Executives Succession Plan Key Management-level Executives Succession Plan

Hotai Finance uses professional knowledge, functional development, and internal (or overseas) rotation to make succession plans for key management-level executives. 1. Professional knowledge training, the main content: (1) E-learning (finance/information security/management). (2) OJT. (3) External training. 2. The main contents of functional development: The business and management class enhances advanced management functions such as innovative thinking, leadership, and strategic management thinking for internal (or overseas) rotations. 3. The Company adopts self-invitation rotations, promotion rotations, executive-recommended rotations, and HR-recommended rotations to accumulate the experience required.Hotai Finance uses professional knowledge, functional development, and internal (or overseas) rotation to make succession plans for key management-level executives. 1. Professional knowledge training, the main content: (1) E-learning (finance/information security/management). (2) OJT. (3) External training. 2. The main contents of functional development: The business and management class enhances advanced management functions such as innovative thinking, leadership, and strategic management thinking for internal (or overseas) rotations. 3. The Company adopts self-invitation rotations, promotion rotations, executive-recommended rotations, and HR-recommended rotations to accumulate the experience required.