Investors ∣ Diamond Biofound

Procedures for Election of Directors

The election of all directors follows the candidate nomination system in accordance with the Procedures for Election of Directors. Matters related to the professional qualifications, shareholding, determination of independence, nomination and election methods, and other requirements for independent directors shall all be handled in accordance with the relevant regulations of the securities regulatory authority.

All independent directors were elected in accordance with the aforementioned regulations. This process included submission to the board of directors for discussion and approval, the submission of relevant supporting documents to the company during the announced nomination period, and presenting the roster of director candidates at the shareholders' meeting for election.

Pan-Chyr Yang

Chairman

Director , Representing
Oneness Biotech Co., Ltd.

Member of Sustainable Development and Nominating Committee

Current Positions	Academician, Academia Sinica Professor of Internal Medicine, National Taiwan University College of Medicine Vice President, Institute for Biotechnology and Medicine Industry (IBMI)
Past Positions	President, National Taiwan University Dean, National Taiwan University College of Medicine
Selected Education	PhD, Graduate Institute of Clinical Medicine, National Taiwan University College of Medicine

Tsu-Der Lee

Vice Chairman

Director , Representing
Oneness Biotech Co., Ltd.

Member of Sustainable Development and Nominating Committee

Current Positions	Director of Taipei Medical University Independent Director of China General Plastics Corp. Director of Diamond Capital Inc. Director of Sun Biofund Inc. Independent Director of Machvion Inc. Deputy Chairperson of the investment committee of Diamond Biofund Inc.
Past Positions	Chairman of Taipei Medical University
Selected Education	D.D.S., School of Dentistry, Taipei Medical University

Che-An Chou

Director

Current Positions	Head of Biomedical Investment, Ultimate Epoch Ltd.
Past Positions	Consultant of EY-Parthenon Biomedical Strategy Manager of Roche Pharmaceutical's Pipeline
Selected Education	PhD, Graduate Institute of Clinical Pharmacy, College of Medicine, National Taiwan University

Der-Tsai Lee

Independent Director

Convener of Audit Committee,
Remuneration Committee,
and Sustainable Development and Nominating Committee

Current Positions	Distinguished Visiting Chair of Research Center for Information Technology Innovation, Academia Sinica
Past Positions	Senior Advisor of National Security Council President of National Chung Hsing University Distinguished Researcher of Institute of Information Science, Academia Sinica Professor of Department of Electrical Engineering and Computer Science, Northwestern University
Selected Education	PhD. in computer science, University of Illinois at Urbana-Champaign

Fei-Peng Lee

Independent Director

Member of Audit Committee
and Remuneration Committee

Current Positions	Chairman, Taiwan Hospital Association Chairman of the Medical Foundation for Pathology Development Director, Taipei Medical University Director, Foundation of Chinese Dietary Culture Director, Formosa Cancer Foundation
Past Positions	Vice President, Taipei Medical University Dean, Taipei Medical University-Shuang Ho Hospital, MOHW Director, Joint Commission of Taiwan Chairman, Taiwan Nongovernmental Hospitals and Clinics Association
Selected Education	MD, Taipei Medical University

Shu-Hui Chang

Independent Director

Member of Audit Committee
and Remuneration Committee

Past Positions	Assistant Director of the Securities Issuance Section, FSC Director, Accounting and Auditing Supervision Division, Securities and Futures Bureau, FSC Manager of Strategy Department, Taipei Exchange Chief Auditor, Internal Audit Office, Taipei Exchange
Selected Education	Department of Business Administration, Ming Chuan University Master's Program in Dept. of Business Administration, NCCU

Li-Ching Chen

Independent Director

Member of Audit Committee,
Remuneration Committee,
and Sustainable Development and Nominating Committee

Current Positions	Independent director, ACON OPTICS COMMUNICATIONS INC.
Past Positions	Manager of the Strategy & International Relations Department, Taipei Exchange
Selected Education	Master of Business Administration, National Taiwan University

Chi-Yu Hsiang

Independent Director

Member of Audit Committee,
Remuneration Committee,
and Sustainable Development and Nominating Committee

Past Positions	Deputy Director of the Secretariat, Taiwan Stock Exchange Deputy Director of the Surveillance Department, Taiwan Stock Exchange
Selected Education	Bachelor, College of Law, National Taiwan University

Shih-Tsung Chang

Independent Director

Member of Audit Committee and
Remuneration Committee

Current Positions	Managing Partner of Shen-Ta CPA Firm Arbitrator of Chinese Arbitration Association, Taipei Arbitrator of Chinese Construction Industry Arbitration Association
Past Positions	Director of Taiwan Cooperative Bank Team 1 and Team 6 Specialist, Securities and Futures Bureau, Ministry of Finance Tax clerk for the Enterprise Income Tax Division & Estate and Gift Tax Division, National Taxation Bureau of Taipei, Ministry of Finance Employee of Taiwan Business Bank Inspector, Bankruptcy Supervisor, Bankruptcy Administrator, Trademark and Patent Agent Member of the Accounting Standards Committee, Accounting Research and Development Foundation Lecturer, Department of Accounting, Tamkang University Lecturer, Department and Graduate Institute of Information Management, Yu Da University of Science and Technology Supervisor of Universal Venture Capital Investment Corporation
Selected Education	Master, Department of Accounting, Tamkang University Master, Department of Law, Chinese Culture University PhD, School of Law, China University of Political Science and Law

Diversity of the Board of Directors

Diversification of the Board: The selection conditions of the Company’s Directors are not limited to gender, age, ethnicity, and nationality, and the Company also focuses on gender equality for the composition. There are three, four, one, and one director over 71 years old, between 61-70 years old, between 51 to 60 years old, and less than 40 years old, respectively. Independent Directors account for two-third of the Company’s Board, and there are also three female Directors.

To improve corporate governance, the overall capabilities that the board of directors should possess include, but are not limited to, operation judgment ability, accounting and financial analysis ability, business management ability, crisis handling ability, industry knowledge, international market view, leadership ability, decision-making ability, and risk management knowledge and ability as follows:

Item Director's Name	Gender	Operational judgement	Accounting and financial analysis ability	Operation management capability	Crisis Management	Industry knowledge	International market perspective	Leadership ability	Decision-making ability	Risk management knowledge ability
Pan-Chyr Yang	Male	✔		✔	✔	✔	✔	✔	✔	✔
Tsu-Der Lee	Male	✔	✔	✔	✔	✔	✔	✔	✔	✔
Che-An Chou	Male	✔		✔	✔	✔	✔	✔	✔	✔
Der-Tsai Lee	Male	✔		✔	✔	✔	✔	✔	✔	✔
Fei-Peng Li	Male	✔		✔	✔	✔	✔	✔	✔	✔
Shu-Hui Chang	Female	✔	✔	✔	✔	✔	✔	✔	✔	✔
Li-Ching Chen	Female	✔	✔	✔	✔	✔	✔	✔	✔	✔
Shi-Yu Hsiang	Female	✔	✔	✔	✔	✔	✔	✔	✔	✔
Shih-Tsung Chang	Male	✔	✔	✔	✔	✔	✔	✔	✔	✔

Performance Evaluation

According to the company’s “Rules for Performance Evaluation of Board of Directors,” which was approved by Board of Directors on May 17, 2022. The performance evaluation of the Board of Directors and functional committees is conducted annually in accordance with these measures. The Board of Directors' performance evaluation includes at least five main aspects:

Level of participation in the operation of the company.
Improvement of the quality of decisions by the Board of Directors
Composition and structure of the Board of Directors
Election of directors and continued learning.
Internal control.

To valuate the performance of the functional committees, the evaluation items include at least the following five main aspects:

Level of participation in the operation of the company.
Awareness of the duties of functional committees.
Improvement of the quality of decisions by functional committees.
Composition of functional committees and election of members.
Internal control.

Evaluation result

The performance evaluation of the Board of Directors for the year 2023 has been completed, with a score of 5 (out of 5), and the evaluation results have been submitted to the Board of Directors report on February 29, 2024.
The performance evaluation of the functional committees for the year 2023 (including the Audit Committee and the Remuneration Committee) has been completed, with a score of 4.96 (out of 5), and the evaluation results have been submitted to the Board of Directors report on February 29, 2024.
The self-evaluation results of the Board of Directors, Audit Committee, and Remuneration Committee for the year 2023 were all rated as excellent, and the overall operations are deemed satisfactory.

In 2024, the Taiwan Corporate Governance Association was entrusted with the performance evaluation of the Board of Directors.

The evaluation results will be submitted to the board of directors in February, 2025.

Please refer to the following link for more information: 2024 Annual Board Performance External Evaluation PDF

Additionally, the company has disclosed the "Rules for Performance Evaluation of Board of Directors" under the Governance - Major Internal Policies for reference.

Communication between Independent Directors, the internal audit supervisor, and CPAs (e.g., on the Company’s financial and business status, methods, and outcomes).：

The independent directors meet with the internal audit supervisor and the CPAs at least once per quarter through the Audit Committee. Additionally, the independent directors engage in separate discussions with the internal audit supervisor and the CPAs at least once a year.
The auditors report the key findings/results from their audit or review of the company's financial statements during the Audit Committee meeting and explain the impact of recent regulatory amendments on the Company. All matters are thoroughly discussed and communicated with the attendees.
The internal audit supervisor submits a monthly report to Independent Directors and delivers an internal audit operations report during Audit Committee meetings.

Summary of Communications Between Independent Directors and CPAs as of November 2024:

Date	Item	Key Points of Communication
2024/02/29	Pre-Audit Committee Meeting	The CPAs report the audit results of 2023Q4 financial statements and key audit matters and response to questions from the attendees. Explain the impact of recent regulatory amendments.
2024/05/09	Pre-Audit Committee Meeting	The CPAs report the review result of 2024Q1 financial statements and response to questions from the attendees Explain the impact of recent regulatory amendments.
2024/08/09	Pre-Audit Committee Meeting	The CPAs report the review result of 2024Q2 financial statements and response to questions from the attendees. Update on the progress of fulfilling the commitments made during the company's IPO. Explain the key audit matters. Explain the impact of recent regulatory amendments.
2024/11/11	Pre-Audit Committee Private Meeting	The CPAs report the review result of 2024Q3 financial statements and response to questions from the attendees. Update on the progress of fulfilling the commitments made during the company's IPO.

Summary of Communications Between Independent Directors and the internal audit supervisor as of November 2024:

Date	Item	Key Points of Communication
2024/2/29	Pre-Audit Committee Meeting	Report on internal audit report and audit follow-up. Explain the Company's revised regulations. 2023 Internal Control System Statement
2024/05/09	Pre-Audit Committee Meeting	Report on internal audit report and audit follow-up. Explain the Company's revised regulations.
2024/08/09	Pre-Audit Committee Meeting	Report on internal audit report and audit follow-up. Explain the Company's revised regulations.
2024/10/08	Pre-Audit Committee Meeting	Explain the Company's revised regulations.
2024/11/11	Pre-Audit Committee Private Meeting	Report on internal audit report and audit follow-up. Present the 2025 audit plan.