Functional Committee

Functional Committee

To enhance supervisory functions and strengthen management, the Board of Directors has established the “Audit Committee,” “Remuneration Committee,” and “Sustainble Development and Nominating Committee.” In addition to independently exercising their powers as required by law, functional committees are accountable to the Board of Directors and must submit their proposals to the Board for resolution.

Audit Committee

Diamond Biofund has established an Audit Committee within the Board of Directors, composed entirely of independent directors. The operation of the Audit Committee focuses on supervising the fair presentation of the company’s financial statements, the selection (or dismissal) and independence and performance of the certifying accountants, the effective implementation of the company’s internal controls, the company’s compliance with relevant laws and regulations, and the management of the company’s existing or potential risks. The evaluation results are submitted to the Board of Directors for discussion.

The Audit Committee of Diamond Biofund was chaired by independent director DerTsai Lee. The committee held meetings at least once per quarter.

The attendance record of the Audit Committee in 2025 is as follows:
The Audit Committee recently convened on December 22, 2025.

Second term

Position

Name

Name

Number of meetings
required to attend

Number of meetings
actually attended

Independent director (Convener)

Der-Tsai Lee

7

7

100%

Independent director (Member)

Fei-Peng Lee

7

6

86%

Independent director (Member)

Shu-Hui Chang

7

6

86%

Independent director (Member)

Li-Ching Chen

7

7

100%

Independent director (Member)

Chi-Yu Hsiang

7

7

100%

Independent director (Member)

Shih-Tsung Chang

7

7

100%

The operational status in 2025 is as follows:

Meeting date

Session

Motion

Resolution results of the Audit Committee

The Company’s response to the opinions of the Audit Committee members

114.02.25 6th Meeting of the second-term 2024 individual financial statements and 2024 business report  Approved as proposed by all attending members None
Proposal for 2023 deficit compensation Approved as proposed by all attending members None
2024”Overall Evaluation Report on the Internal Control System” and “Internal Control System Statement” Approved as proposed by all attending members None
Proposal to Amend Certain Provisions of the “Articles of Incorporation” Approved as proposed by all attending members None
Proposal to Amend Certain Provisions of the “Assets Acquisition and Disposal Procedures” Approved as proposed by all attending members None
Proposal to Amend Certain Provisions of the “Internal Control System – Payroll Cycle” Approved as proposed by all attending members None
Donation to the “Lovely Taiwan Foundation” Approved as proposed by all attending members None
114.04.08 7th Meeting of the second-term Independence, competence, and audit fee of the certified public accountant appointed by the Company in 2025 Approved as proposed by all attending members None
Proposal to set the record date for capital increase through the issuance of new shares for the conversion of employee stock options issued by the Company Approved as proposed by all attending members None
Proposal to Dispose of (Sublease) Part of a Right-of-Use Asset to a Related Party – Oneness Biotech Co., Ltd. Approved as proposed by all attending members None
114.05.09 8th Meeting of the second-term The individual financial statements for the first quarter of 2025 Approved as proposed by all attending members None
Appointment of the chief auditor Approved as proposed by all attending members None
114.07.08 9th Meeting of the second-term Proposal to set the record date for capital increase through the issuance of new shares for the conversion of employee stock options issued by the Company Approved as proposed by all attending members None
Appointment of the Company’s acting spokesperson and chief financial officer Approved as proposed by all attending members None
Appointment of the Company’s
chief accounting officer
Approved as proposed by all attending members None
Donation to the “Taiwan Bio-development Foundation” Approved as proposed by all attending members None
Independence Assessment for the Engagement of Deloitte & Touche to Provide Consulting Services for the Implementation of IFRS Sustainability Disclosure Standards Approved as proposed by all attending members None
114.08.08 10th Meeting of the second-term The individual financial statements for the second quarter of 2025 Approved as proposed by all attending members None
114.11.10 11th Meeting of the second-term The individual financial statements for the third quarter of 2025 Approved as proposed by all attending members None
Proposal to Amend Certain Provisions of the “Assets Acquisition and Disposal Procedures” Approved as proposed by all attending members None
Proposal to Amend Certain Provisions of the “Sustainable Development Best Practice Principles” Approved as proposed by all attending members None
Proposal to Amend Certain Provisions of the “Internal Control System – Payroll Cycle” Approved as proposed by all attending members None
Proposal to Amend Certain Provisions of the “Internal Audit Implementation Rules” Approved as proposed by all attending members None
Proposal for the “2026 Audit Plan” Approved as proposed by all attending members None
Proposal to Formulate the Corporate Value Enhancement Plan Approved as proposed by all attending members None
Appointment of the Chief Auditor Approved as proposed by all attending members None
Donation to the “Taiwan Bio-development Foundation” Approved as proposed by all attending members None
114.12.22 12th Meeting of the second-term 2026 corporate business plan Approved as proposed by all attending members None
Proposal to Formulate the Operating Procedures for the Investment of Uninvested Funds Approved after the amendment Amendments to Article 15 and Article 16, as recommended by the Independent Directors
Proposal to Amend Certain Provisions of the “Internal Audit Implementation Rules” Approved as proposed by all attending members None
Appointment of the Company’s acting spokesperson and chief financial officer Approved as proposed by all attending members None
Proposal to set the record date for capital increase through the issuance of new shares for the conversion of employee stock options issued by the Company Approved as proposed by all attending members None

Diamond Biofund has established communication channels between the Audit Committee, CPAs, and the internal audit supervisor. The internal audit supervisor submits a monthly report summarizing the previous month’s audit deficiencies and improvements to the independent directors for review. The internal audit supervisor regularly attends quarterly Audit Committee meetings to report on audit operations, audit results, and follow-up actions. Additionally, the internal audit supervisor attends quarterly Board of Directors meetings to report on the execution of internal audit operations. Furthermore, the CPAs explain the process, scope, and updates on relevant regulations during the quarterly Audit Committee meetings and discuss them with the independent directors. Independent directors can also communicate with the internal audit supervisor and CPAs via email, meetings, or telephone as needed. Overall, the communication practices operate smoothly.

Remuneration Committee

To establish a sound remuneration system for directors and managers, Diamond Biofund evaluates whether the compensation received by directors and managers is fair and reasonable. The Board of Directors has approved the “Remuneration Committee Charter,” and the “Remuneration Committee” has been established under the Board of Directors. The committee consists of six members, all of whom are independent directors. The Remuneration Committee meets at least twice a year.

The attendance record of the Remuneration Committee in 2025 is as follows:
The committee held meetings at least twice per year. The Remuneration Committee recently convened on December 22, 2025.

Second term

Position

Name

Number of meetings
required to attend

Number of meetings
actually attended

Attendance
Rate(%)

Independent director (Convener)

Der-Tsai Lee

4

4

100%

Independent director (Member)

Fei-Peng Lee

4

3

75%

Independent director (Member)

Shu-Hui Chang

4

3

75%

Independent director (Member)

Li-Ching Chen

4

4

100%

Independent director (Member)

Chi-Yu Hsiang

4

4

100%

Independent director (Member)

Shih-Tsung Chang

4

4

100%

The operational status in 2025 is as follows:

Meeting date Session Motion Resolution results of the Remuneration Committee The Company’s response to the opinions of the Remuneration Committee members
114.04.08 3rd Meeting of the second-term Proposal to incorporate ESG metrics into Key Performance Indicators (KPIs) for senior executives and link them to compensation Approved as proposed by all attending members None
114.07.08 4th Meeting of the second-term Proposal on the compensation of the newly appointed acting spokesperson and chief financial officer Approved as proposed by all attending members None
Proposal on the compensation of the newly appointed chief accounting officer Approved as proposed by all attending members None
Proposal on other bonus compensation for Managers Approved as proposed by all attending members None
114.11.10 5th Meeting of the second-term Proposal on the compensation of the newly appointed Vice President Approved as proposed by all attending members None
114.12.22 6th Meeting of the second-term Proposal on the compensation of the newly appointed acting spokesperson and chief financial officer Approved as proposed by all attending members None
Proposal on the policies, systems, criteria, and structure for the performance evaluation and compensation of Directors and Managers Approved as proposed by all attending members None
Proposal on the compensation of Independent Directors for Fiscal Year 2026 Approved as proposed by all attending members None
Proposal on the compensation of Non-independent for Fiscal Year 2026 Approved as proposed by all attending members None
Proposal on the year-end and performance bonuses for Managers for Fiscal Year 2025 Approved as proposed by all attending members None
Proposal on the compensation of Managers for Fiscal Year 2026 Approved as proposed by all attending members None

When conducting evaluations, the Remuneration Committee should comprehensively consider the following principles:

  • The Company’s compensation is in compliance with relevant laws and sufficient to attract outstanding talent;
  • The performance evaluation and remuneration of directors and managers should refer to the usual standards in the industry and consider the time invested, responsibilities undertaken, achievement of individual goals, performance in other positions, compensation for similar positions in recent years, and the Company’s financial condition. These factors should be evaluated to determine the reasonableness of the correlation between individual performance, company performance, and future risks;
  • Directors and managers should not be incentivized to engage in behavior that exceeds the Company’s risk appetite in pursuit of compensation;
  • The proportion of short-term performance-based remuneration and the timing of variable compensation payments for directors and senior managers should consider the characteristics of the industry and the nature of the Company’s business.

In practice, the Remuneration Committee adheres to the duty of care expected of a good manager, regularly reviewing policies, systems, standards, and structures for evaluating and determining directors’ and managers’ performance and compensation. Recommendations are then submitted to the Board of Directors for discussion.

Sustainable Development and Nominating Committee

The Company’s Nominating Committee shall be appointed via a board of directors’resolution and consists of at least 3 directors, of which over half shall be independent directors. To enhance the functionality of the board of directors, implement sustainability goals, and strengthen risk governance and sustainable governance, the “Nominating Committee” was renamed to the ” Sustainable Development and Nominating Committee” on December 23, 2024.

The following are its powers and duties:

  1. Establish standards for the professional knowledge, skills, experience, and diverse backgrounds (including gender diversity) required for board members, as well as independence, and use these criteria to identify, review, and nominate director candidates.
  2. Formulate sustainability policies, systems, etc.
  3. Review sustainability reports.
  4. Oversee the implementation of the company’s sustainability practices code and other sustainability-related tasks as resolved by the board.
  5. Oversee risk management policies and mechanisms.
  6. Supervision of Information Security Policies and Management Mechanisms.

The attendance record of the Sustainable Development and Nominating Committee in 2025 is as follows:
The Sustainable Development and Nominating Committee meets at least once a year, with the most recent meeting held on December 22, 2025.

Second term

Position Name Corporate sustainability professional expertise and competencies
Number of meetings required to attend Number of meetings actually attended Attendance Rate (%)

Independent director
(Convener)
Der-Tsai Lee
【Information Security Expertise】
2025 Sustainability Training & Continuing Education


2025 TS Holdings Net Zero Summit: IFRS Sustainability Disclosure in Practice (G)


2025 Insider Trading Prevention Seminar (G)
4 4 100%

Chairman
(Member)
Pan-Chyr Yang
【Biotechnology and Healthcare Expertise】
2025 Sustainability Training & Continuing Education

Global Sustainability Regulatory Trends and Climate-Related Disclosures (E)

2025 TS Holdings Net Zero Summit: IFRS Sustainability Disclosure in Practice (G)

Principles of Fair Treatment of Customer: From Regulatory Requirements to Governance Practices (S, G)

Financial Accessibility and Protection for Vulnerable Groups: Inclusive Governance Issues (S, G)

Risk and Cybersecurity Issues in the AI Era (S, G)

Virtual Assets and Real-World Money Laundering (S, G)

Corporate Governance and Securities Regulations (G)

Financial Statement Review for Directors with Non-Financial Backgrounds (G)
4 4 100%

Vice Chairman
(Member)
Tsu-Der Lee
【Biotechnology, Healthcare, Venture Capital, and Management Expertise】
2025 Sustainability Training & Continuing Education

Industrial Application and Case Studies of Smart Manufacturing and Digital Decision-Making (S, G)

2025 TS Holdings Net Zero Summit: IFRS Sustainability Disclosure in Practice (G)
4 2 50%

Independent director
(Member)
Li-Ching Chen
【Accounting Expertise】
2025 Sustainability Training & Continuing Education

Global and Taiwan Economic Outlook and Policy Impacts (S, G)

The Impact of Carbon Pricing on Corporate Operations (E, G)
4 4 100%

Independent director
(Member)
Chi-Yu Hsiang
【Legal Expertise】
2025 Sustainability Training & Continuing Education

Key Corporate Financial Decision-Making for Directors and Supervisors (G)

Sustainable Finance (G)
4 4 100%

Note: All committee members possess the professional expertise required by the Sustainable Development and Nominating Committee. Please refer to the “Board of Directors” page.

The operational status in 2025 is as follows:

Meeting date

Session

Motion

Resolution
results of the Sustainable Development and Nominating Committee

The
Company’s response to the opinions of the Sustainable Development and Nominating Committee
members

114.02.25 2nd Meeting of the
second-term
Risk assessment report for Fiscal Year 2024 This item was
presented for reporting, and the Board acknowledged the report.
None
Stakeholder engagement performance report for Fiscal Year 2024 This item was
presented for reporting, and the Board acknowledged the report.
None
Materiality assessment results report This item was
presented for reporting, and the Board acknowledged the report.
None
Cybersecurity management implementation report for Fiscal Year 2024 This item was
presented for reporting, and the Board acknowledged the report.
None
Competence assessment report on engaging a Third-Party Organization to conduct Greenhouse Gas Inventory Verification and Sustainability Report assurance for Fiscal Year 2024 This item was
presented for reporting, and the Board acknowledged the report.
None
114.08.08 3rd Meeting of the
second-term
Proposal to amend the “Organizational Charter of the Sustainability and Nomination Committee” Approved as
proposed by all attending members
None
Proposal on the 2024 Sustainability Report Approved as
proposed by all attending members
None
114.11.10 4th Meeting of the
second-term
Proposal to Amend Certain Provisions of the “Sustainable Development Best Practice Principles” Approved as
proposed by all attending members
None
Proposal to submit the “IFRS Sustainability Disclosure Standards implementation plan” Approved as
proposed by all attending members
None
114.12.22 5th Meeting of the
second-term
Status of the implementation of risk assessment response measures for Fiscal Year 2025 This item was
presented for reporting, and the Board acknowledged the report.
None
Sustainability Implementation Results (2025) and Action Plan (2026) This item was
presented for reporting, and the Board acknowledged the report.
None