Investment

Corporate governance

Operation status of the Board of Directors

Information on the operation of the Audit Committee

Implementation of corporate governance, and deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and reasons thereof

The composition, responsibility and operations of the Remuneration Committee

Implementation of the sustainable development, and deviation from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies, and reasons thereof

Implementation of ethical corporate management, and deviation from Ethical Corporate Management Best-Practice Principles for TWSE/TPEX Listed Companies, and reasons thereof

Employee code of conduct or ethical rules

Employee welfare measures

Working environment and measures for protection of the safety of employees

Succession Planning for Board Members and Key Management Personnel

Operation status of the Board of Directors

Information on the operation of the Audit Committee

1.Power and annual focuses of the Audit Committee
A. Establishment or amendment of the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
B. Assessment of the effectiveness of the internal control system.
C. Establishment or amendment of the handling procedures regarding significant financial business behaviors, including the acquisition and disposal of assets, trading of financial derivatives, loaning of funds to others, and endorsement/guarantees for others in accordance with Article 36-1 of the Securities and Exchange Act.
D. Matters involving any directors’ personal interests.
E. Significant transactions of assets or financial derivatives.
F. Significant loans of funds, and endorsement/guarantees.
G. The offering, issuance, or private placement of equity-type securities.
H. The hiring or dismissal of CPAs or the remuneration given thereto.
I. The appointment or discharge of a financial, accounting, or internal audit officer.
J. The first quarter, second quarter, third quarter financial reports, and annual financial report signed or stamped by the Chairman, Manager, and Accounting Supervisor.
K. Any other material matter required by the Company or the competent authority.

The Audit Committee convened 5 meetings in 2024. The attendance of independent directors is as follows:

Title	Name	Actual attendance	Attendance by proxy	Actual attendance rate (%)	Remarks
Independent Director	Yung-Chien Wu	4	1	80%
Independent Director	Yung-Fu Tseng	4	1	80%
Independent Director	Wei-Lung Chen	5	0	100%
Other items to be stated: I.If the operations of the Audit Committee meets any of the following circumstances, the meeting date of the Board of Directors, term, contents of proposals, resolutions of the Audit Committee and the Company’s handling of said opinions shall be specified. (I) Matters specified in Article 14-5 of the Securities and Exchange Act: In 2024, the Audit Committee of the Company held 5 meetings and the resolutions are specified in Page 32-33 of the annual report. Matters specified in Article 14-5 of the Securities and Exchange Act were approved unanimously by the Audit Committee. (II)Other than those described above, any resolutions unapproved by the Audit Committee but passed by more than two-thirds of directors: None. II. Independent directors’ avoidance of proposals involving any conflict of interest; the names of independent directors, details of the proposals, causes of recusal, and participation in voting shall be disclosed: None. III. Communication between independent directors, internal audit officer and CPAs (e.g. the major matters, methods and results of communication with regard to the financial and business statuses of the Company): (I) Audit reports, each of which requires a follow-up on the improvement for internal control deficiencies or irregularities, are submitted to the Audit Committee for review at least once each month. (II) The chief auditor communicates through the Audit Committee by attending its meetings to give reports on audit activities. (III) In case of instructions or questions by the Audit Committee after reviewing the audit report, it will notify the chief auditor. (IV)CPAs also communicate with the Audit Committee periodically, such as reporting on the phases of the annual plan and a report on the completion of their audits. (V)The Company invites CPAs to attend meetings of the Audit Committee in a non-voting capacity to communicate with and report to independent directors regarding the results of audits or reviews of the financial statements, or the effect of the promulgation of other laws on the Company. The communication between independent directors and CPAs has been good. (VI) To engage in good communications with the chief auditor and CPAs, the Company may seek to adequately understand its financial and business conditions and audit activities through reports or channels such as video conferencing, telephone, e-mail, Line and fax. IV. Summary of the work focuses of the Audit Committee in 2024: (I) Reviewing the annual audit plan. (II) Reviewing the Q1, Q2, Q3 and annual financial reports. (III) Reviewing the assessment of the engagement and independence of the CPAs. (IV) Reviewing transactions for acquisition or disposal of assets. (V) Reviewing internal audit reports and follow-up reports.

3. The contents of proposals and resolutions of the Audit Committee and the Company’s handling of the Audit Committee’s opinions in 2024 is as follows:

Audit Committee	Proposal	Objection or reservations by independent director	Resolution Results	Company’s response to Audit Committee’s opinions
January 25, 2024 2nd Audit Committee, 8th meeting	Matters to be reported: 1.Report on the implementation status of internal audit plan. 2.Communication between CPAs and governance unit.	None	Acknowledged	Acknowledged
January 25, 2024 2nd Audit Committee, 8th meeting	Matters to be discussed:None.	None
March 11, 2024 2nd Audit Committee, 9th meeting	Matters to be reported: 1.Report on the implementation status of internal audit plan. 2.Communication between CPAs and governance unit.	None	Acknowledged	Acknowledged
March 11, 2024 2nd Audit Committee, 9th meeting	Matters to be discussed: 3. Review of the Company’s 2023 financial statements (including consolidated financial statements). 4. Review of the proposal for distribution of the earnings of 2023. 5. Review of the 2023 “Statement of Internal Control System”. 6. Review of the issuance of common shares for cash capital increase via private placement approved by the 2023 annual shareholders’ meeting, with a proposal to discontinue the issuance in the remaining period. 7. Review of the proposal for issuance of common shares for cash capital increase via private placement. 8. Review of the proposal for assessment of the engagement and independence of the CPAs.	None	Approved as proposed and submitted to the Board of Directors for review	Approved as proposed by the Board of Directors
May 10, 2024 2nd Audit Committee, 10th meeting	Matters to be reported: 1.Report on the implementation status of internal audit plan.	None	Acknowledged	Acknowledged
May 10, 2024 2nd Audit Committee, 10th meeting	Matters to be discussed: 2. The 2024 Q1 consolidated financial statements, audited by the CPAs.	None	Approved as proposed and submitted to the Board of Directors for review	Approved as proposed by the Board of Directors
August 12, 2024 2nd Audit Committee, 11th meeting	Matters to be reported: 1.Report on the implementation status of internal audit plan.	None	Acknowledged	Acknowledged
August 12, 2024 2nd Audit Committee, 11th meeting	Matters to be discussed: 2. Review of the 2024 Q2 consolidated financial statements, audited by the CPAs. 3. Reviewed and revised the company’s “Guidelines for Handling Internal Control Systems”. 4. Reviewed the proposed renaming of “Management of Sustainability Development Information” to “Management of Sustainability Information” in the Internal Control System and Internal Audit Implementation Rules, and revised the operating procedures and key controls of the Internal Control System accordingly.	None	Approved as proposed and submitted to the Board of Directors for review	Approved as proposed by the Board of Directors
November 8, 2024 2nd Audit Committee, 12th meeting	Matters to be reported: 1.Report on the implementation status of internal audit plan.	None	Acknowledged	Acknowledged
November 8, 2024 2nd Audit Committee, 12th meeting	Matters to be discussed: 2. Review of the 2024 Q3 consolidated financial statements, audited by the CPAs. 3. Review of the 2025 audit plan. 4. Reviewed and revised the operating procedures and key controls of the “Management of Insider Trading Prevention” within the Internal Control System, as well as the operating procedures in the Internal Audit Implementation Rules.	None	Approved as proposed and submitted to the Board of Directors for review	Approved as proposed by the Board of Directors

Implementation of corporate governance, and deviation from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and reasons thereof

Evaluation item

Status

Any variance from the “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and the reasons

Yes

Summary

I. Has the Company established and disclosed its corporate governance best practice principles in accordance with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies?

The Company established the “Corporate Governance Best Practice Principles” based on the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” on May 12, 2017. On August 13, 2019, January 18, 2022, March 13, 2023, and March 11, 2024, amendments thereof were made and approved by the Board of Directors. Their full text is disclosed on the Company’s website (website: https://www.agv.com.tw) and the MOPS. The Company has implemented these practices accordingly based on the spirit of the Corporate Governance Best Practice Principles, in order to maintain the interests of shareholders and stakeholders.

In compliance with the Best Practice Principles.

II. Equity structure and shareholders’ equity of the Company

(I) Has the Company established internal procedures for handling shareholders’ suggestions, questions, disputes, and lawsuits? Does your company follow such procedures?

Besides engaging the shareholders’ services agent for management, the Company has delegated the spokesperson, deputy spokesperson, chief corporate governance officer, shareholders service dedicated personnel, and legal affairs unit to handle related affairs such as shareholders’ suggestions, questions, disputes, and lawsuits.

In compliance with the Best Practice Principles.

(II) Does the Company keep a list of major shareholders actually controlling your company and the ultimate controllers of the major shareholders ?

The Company keeps a list of shareholders provided by the shareholder services agent, Capital Securities Corporation, and reports any change in the equity of directors and insiders on a monthly basis.

In compliance with the Best Practice Principles.

(III) Has the Company established and implemented a system for risk control and firewalls with its affiliates?

The operation of the Company and its affiliates is independent from each other and the operation of the Company is conducted based on the internal control system. We have established the “Regulations Governing the Monitoring of Subsidiaries”, participated in important meetings of the affiliates, and established the international investment department to implement the risk control mechanism of the Company.

In compliance with the Best Practice Principles.

(IV) Has the Company established internal regulations that prevent insiders from trading securities using non-public market information ?

Article 4 of the “Ethical Management Best Practice Principles” stipulates that: the Company shall comply with related regulations such as the Company Act, Securities and Exchange Act, Business Entity Accounting Act, Political Donations Act, Anti-Corruption Act, Government Procurement Act, Act on the Recusal of Public Servants Due to Conflicts of Interest, and regulations governing TWSE/TPEx listed companies or other laws concerning business activities, as the underlying foundation to facilitate ethical corporate management. The Company’s directors, managers, employees, and de facto controllers of the Company are required to comply with relevant regulations, and also adopt the “Procedures for the Management of Material Insider Information” in order to protect investors and maintain the Company’s interests. The Company provides related information to new directors and insiders and communicates with them to remind them regarding matters requiring attention when they take office.

In compliance with the Best Practice Principles.

III. Composition and responsibilities of the Board of Directors

(I) Has the Board of Directors established a diversity policy and specific goals of management? Have such policies and goals been implemented ?

The Board of Directors shall direct the Company’s strategies, supervise the management, and be accountable to the Company and its shareholders. The operations and arrangements of the corporate governance system must ensure the Board of Directors exercises its powers in accordance with the law, the Articles of Incorporation, or the resolutions of shareholders’ meetings. Chapter 3 of the “Corporate Governance Best Practice Principles” has stipulated that the Board of Directors shall be responsible for establishing an appropriate diversity policy, which shall include, but not be limited to, criteria for the following two aspects: 1. Basic requirements and values: Gender, age, nationality, and culture. 2. Professional knowledge and skills: Professional background (e.g. law, accounting, industry, finance, marketing, or technology), professional skills and industrial experience. Members of the Board of Directors shall possess the necessary knowledge, skills, and experience for performing their duties. To achieve the ideals and goals of corporate governance, members of the Board of Directors must possess the following abilities: 1. Ability in operational judgment. 2. Ability in accounting and financial analysis. 3. Ability in business management. 4. Ability in crisis management. 5. Industrial knowledge. 6. International market vision. 7. Leadership ability. 8. Decision-making ability. The achievement of targets formulated regarding diversification in the abilities of members of the Board of Directors is described as follows: The Company pays attention to diversification in the abilities of members of the Board of Directors, and the goal is to achieve at least 80% of the targets set for each ability. The achievement rates of the directors have all met the targets for each ability. The Company’s directors include those with specialized backgrounds and professional practitioners, such as CPAs, attorneys, and financial and accounting professionals. All members possess professionalism, independence, and diversity, consistent with the structure of the Board of Directors under the Corporate Governance Best Practice Principles. For the policy of diversity for the composition of members of the Board of Directors and its implementation, please see pages 27–29 of the annual report and the Investor Section – Status of Corporate Governance on the Company’s website (at https://www.agv.com.tw).

In compliance with the Best Practice Principles.

(II) Has the Company, apart from establishing a remuneration committee and an audit committee, voluntarily set up any other functional committee ?

The Company has established the Audit Committee and Remuneration Committee. Internally, it also established the Strategic Planning Committee, Marketing and Planning Management Committee, Total Quality Review Committee, Committee for Evaluation of Food Technology Personnel, Procurement Committee, Operation Review Commission, Personnel Evaluation Committee, and Security Center to promote sustainable development of the Company. The operations and systems related to the Board of Directors are in compliance with the relevant laws and regulations.

In compliance with the Best Practice Principles.

(III) Has the Company established regulations and methods for the evaluation of the performance of the Board of Directors? Does the Company conduct such performance evaluations on a regular basis each year? Are the results of such performance evaluations submitted to the Board of Directors and used as a reference for the remuneration of individual directors and for their nomination or re-election?

The Company has established the Regulations for Evaluation of the Performance of the Board of Directors and conducts an internal evaluation of the performance of the Board of Directors each year in accordance with the regulations. The evaluation result is submitted to the Board of Directors before Q1 of the next year. The 2023 evaluation of the performance of the Board of Directors and its members was completed in February 2024. The evaluation results indicated an average score of 94.22 for the whole Board of Directors and an average score of 97.36 for individual directors, both of which were “Excellent” (a score of 90 or above). The results were submitted in a report to the 10th meeting of the 18th Board of Directors on March 11, 2024, and were acknowledged by the Board of Directors. All of the foregoing were in accordance with the relevant laws and regulations.

In compliance with the Best Practice Principles.

(IV) Does the Company assess the independence of CPAs on a regular basis ?

According to the Company Act and Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, the independence of CPAs shall be assessed periodically (at least once per year). With reference to Article 47 of the Certified Public Accountant Act and the items for assessment listed in the Standards of Professional Ethics for Certified Public Accountants Bulletin No. 10 “Integrity, Impartiality, Objectivity and Independence”, the CPAs Shu-Man Tsai and Ling-Wen Huang from Crowe Taiwan, engaged by the Company for financial and tax audits in 2024, have met the independence requirements according to the results of assessment conducted by the Company’s accounting department. Also, the CPAs have issued their 2024 CPA independence assessment reports and provided a declaration of independence, and they were approved by the 9th meeting of the 2nd Audit Committee on March 11, 2024, and by the 10th meeting of the 18th Board of Directors on March 11, 2024, in accordance with the Company’s criteria for the assessment of independence. The assessment of independence of the CPAs includes four items: 1. Planning for the Certified Public Accountant Act. 2. Standards of Professional Ethics for Certified Public Accountants Bulletin No. 1. 3. Standards of Professional Ethics for Certified Public Accountants Bulletin No. 10. 4. Articles 65 and 68 of TWSQM1 concerning the quality control of accounting firms.
會計師獨立性評估標準：

Evaluation item	評估結果
1.簽證會計師及其家屬與本公司間未有直接或重大間接財務利益關係。	■是 □否
2.簽證會計師與本公司間未有重大密切之商業關係。	■是 □否
3.簽證會計師於審計本公司時未有潛在之僱佣關係。	■是 □否
4.簽證會計師及其家屬未有與本公司有金錢借貸之情事。	■是 □否
5.簽證會計師未收受本公司及本公司董事、經理人價值重大之餽贈或禮物(其價值為超越一般社交禮儀標準)。	■是 □否
6.簽證會計師並無已連續七年提供本公司審計服務。	■是 □否
7.簽證會計師未握有本公司股份。	■是 □否
8.簽證會計師本人、其配偶或受扶養親屬、其審計小組於審計期間或最近兩年內未擔任本公司董事、經理人或對審計案件有重大影響之職務，亦確定於未來審計期間不會擔任前述相關職務。	■是 □否
9.簽證會計師是否已符合會計師職業道德規範公報第 10 號有關獨立性之規範，並取得簽證會計師出具之「獨立性聲明書」。	■是 □否

In compliance with the Best Practice Principles.

IV. Does the TWSE/TPEx listed company appoint an appropriate number of competent corporate governance officers and designate a chief corporate governance officer to be in charge of corporate governance affairs (including but not limited to providing the information required for directors or supervisors to perform their duties, assisting directors or supervisors in compliance, managing affairs for Board of Directors meetings and shareholders’ meetings as required by law, and preparing minutes for Board of Directors meetings and shareholders’ meetings)?

The Board of Directors has adopted a resolution to appoint a chief corporate governance officer, the position of which is currently occupied by Yue-Tsu Tsai, the manager of the Human Resources Department. Graduated as an MBA from National Chiayi University, she possesses years of practical experience in compliance, operations of the Board of Directors, and stock affairs, meeting the requirements of the Best Practice Principles. Her main responsibilities are as follows: 1. Managing matters related to the Board of Directors meetings and shareholders’ meetings in accordance with the law. 2. Preparing minutes for Board of Directors meetings and shareholders’ meetings. 3. Assisting directors in taking office and continuing training. 4. Providing the information required for directors to perform their duties. 5. Assisting directors in compliance. 6. Submitting a report to the Board of Directors regarding the result of review on whether the qualifications of independent directors meet the requirements of relevant laws and regulations at the times of their nomination and election and during their term of service. 7. Managing matters related to changes of directors. 8. Other matters set out in the Articles of Incorporation or contracts. The following is a description of the key duties performed and the status of continuing training in 2023: 1. Handling matters related to Board of Directors meetings, Audit Committee meetings, Remuneration Committee meetings, and shareholders’ meetings, informing all directors to attend the meeting at least seven days in advance with the provision of sufficient meeting information and preparing minutes of the Board of Directors meetings, Audit Committee meetings, Remuneration Committee meetings, and shareholders’ meetings. 2. Provision of information required for performance of duties by the directors and latest development of laws and regulations related to company management. 3. Submission of a report to the Board of Directors that the candidates for directors and independent directors have met the legal requirements after review. 4. Provision of information related to continuing education for directors to assist them in legal compliance. 5. Registration of the date of the shareholders’ meeting within the period specified by law, preparation and filing of meeting notices, handbooks, meeting minutes, and annual reports before the deadline. 6. Matters related to changes in company registration. 7. Matters related to investor relations. 8. Review of the corporate governance evaluation indicators published every year, review of the targets achieved by the Company item by item, and planning for improvements. 9. Amendments to the latest regulations concerning corporate governance, and the submission of such amendments to the Board of Directors for review. 10. Assessment of the purchase of liability insurance for directors and important employees. 11. Other matters set out in the Articles of Incorporation or contracts. 12. In 2023, the chief corporate governance officer attended continuing training courses for a total of 19 hours.

In compliance with the Best Practice Principles.

V. Has the Company established channels of communication with stakeholders (including but not limited to shareholders, employees, customers, and suppliers)? Does the Company create a section for stakeholders on its website and give proper responses regarding important issues of corporate social responsibility that concern stakeholders?

1. To achieve sustainable management and development, it is imperative that the Company understand the opinions of stakeholders as an important basis of sustainable development. Besides maintaining interaction with stakeholders in various forms, the Company has also set up a section for external communication on its website: https://www.agv.com.tw/投資人專區/利害關係人專區. 2. The Company has established a section for stakeholders (including business partners, social welfare organizations, consumers, customers, employees, government agencies, local communities, non-governmental organizations, shareholders and other investors, suppliers, trade associations, and disadvantaged groups) on its website. The mailbox for communication is managed by the chief corporate governance officer, and each responsible department responds properly to important issues of corporate social responsibility that are of concern to stakeholders. 3. For the information of communication with stakeholders in the most recent year, see the sustainability report or the Company’s website. 4. Communication channels: Employee relations – Ms. Tsai, Human Resources Department Email: yuehchu@mail.agv.com.tw Stock Affairs Office – Ms. Tsai Email: yuehchu@mail.agv.com.tw Investor relations – Ms. Chang, Accounting Department Email: j77888@mail.agv.com.tw Customer service center – Ms. Chang, Customer Service Center Email: greenbar@mail.agv.com.tw 5. The Company maintains good communication with employees, investors, consumers, distributors, suppliers, shareholders, peers, community residents, and government agencies.

In compliance with the Best Practice Principles.

VI. Does the Company engage any professional shareholder services agent to manage affairs for shareholders’ meetings ?

The Company has engaged the professional Registrar Department of Capital Securities Corporation to manage affairs for shareholders’ meetings.

In compliance with the Best Practice Principles.

VII. Information Disclosure :

(I) Does the Company set up a website to disclose financial, business, and corporate governance information ?

The Company’s website has fully disclosed the financial and corporate governance information of the Company (including English website) at https://www.agv.com.tw. The information about corporate governance practices and finance is also disclosed in the investors section.

In compliance with the Best Practice Principles.

(II) Does the Company use other means to disclose information (e.g., setting up an English website, assigning specialized personnel to collect and disclose corporate information, implementing a spokesperson system, uploading the proceedings of investor conferences to the Company’s website)?

1. Dedicated personnel are designated to collect and disclose the Company’s information, based on their job duties. 2. Spokesperson: Chairman Kuan-Han Chen Deputy spokesperson: President Chih-Chan Chen, Chief Operating Officer Chien-Hua Chen, and Deputy Director Hung-Chi Hsiao. 3. Investors can visit the MOPS for information related to the Company’s finance, business, corporate governance, and corporate social responsibility. 4. The video and audio recordings of investor conferences have been disclosed on the Company’s website: https://www.agv.com.tw.www.agv.com.tw揭露法人說明會影音檔。

In compliance with the Best Practice Principles.

(III) Does the Company publish and submit an annual financial report within two months after the end of each fiscal year? Does the Company publish and submit financial reports for the first, second, and third quarters and the monthly status of operations before the required deadline?

Publication of the 2023 financial report was completed on March 14, 2024. The Q1, Q2, and Q3 financial reports and information of monthly operations have been submitted for disclosure within the period specified in the Taiwan Stock Exchange Corporation Rules Governing Information Filing by Companies with TWSE Listed Securities and Offshore Fund Institutions with TWSE Listed Offshore Exchange-Traded Funds of the TWSE.

In compliance with the Best Practice Principles.

VIII. Does the Company have other important information useful for understanding the status of corporate governance of the Company (including but not limited to employees’ rights, employee care, investor relations, supplier relationships, stakeholders’ rights, continuing training of directors and supervisors, implementation of risk management policies and risk measurement standards, implementation of customer policies, purchase of liability insurance for directors and supervisors by the Company, etc)?

1. Employees’ rights and employee care: The Company attaches great importance to harmonious labor relations and strives to enable employees to balance their work and families. In addition to maintaining comprehensive personnel and promotion systems, the Company provides profit sharing, a safe and happy workplace, emergency aid, cultural and educational entertainment, on-the-job training, scholarships for children, and employee health examinations, so that employees and their families will see the Company as their home and be proud of the Company. AGV strives to manage and emphasize the care of employees and their families, and pays close attention to the rights and welfare of employees. 2. The Company’s relations with investors: The Company handles matters related to the publication and submission of information to be disclosed in accordance with the relevant regulations issued by the competent authority to timely provide information that may affect investors’ decisions. The Company has appointed a spokesperson, a deputy spokesperson, and a contact person for investor relations to address related matters between the Company and investors. 3. Supplier relations: The Company maintains a stable and good relationship with suppliers. In addition to conducting on-site evaluations of suppliers, the Company also makes records of visits by new suppliers, with visits for on-site evaluation conducted from time to time, in order to move toward sustainability. 4. Stakeholders’ rights: The Company provides multiple channels for communication and information disclosure, describes the issues of concern for stakeholders in the sustainability report, and respects and protects the legitimate rights of stakeholders. 5. Continuing training of directors (including independent directors) in 2023: A. Chairman Kuan-Han Chen: Attended “How Companies Innovate and Achieve Profitability Breakthroughs in the Era of the Digital Economy”. B. Vice Chairman Ching-Jen Chen: Attended “2023 Conference on Awareness of Compliance with the Laws Governing Trading of Equity by Insiders”. C. Director Huai-Hsin Liang: Attended “Analysis of Post-M&A Integration Issues and the Establishment of Management Mechanisms” and “2024 Economic Outlook and Industrial Trends”. D. Director Kuan-Chou Chen: Attended “Carbon Rights Trading Mechanisms, Applications of Carbon Management, and Resource Circulation” and “Money Laundering Prevention and Ethical Corporate Management”. E. Director Hsien-Chueh Hsieh: Attended “How Companies Innovate and Achieve Profitability Breakthroughs in the Era of the Digital Economy”. F. Director Chih-Chan Chen: Attended “Using Family Trusts and Family Constitutions to Improve the Succession and Wealth Inheritance of Family Businesses” and “A Business Model of Green Energy Innovation for Corporate Governance”. G. Independent Director Yung-Fu Tseng: Attended “2023 Taishin Net Zero Summit” and “14th Taipei Corporate Governance Forum”. H. Independent Director Yung-Chien Wu: Attended “Shareholder Meeting, Management and Shareholding Strategy”, “2023 Cathay Sustainable Finance and Climate Change Summit” and “Requirements of AML/CFT Laws for the Board of Directors”. I. Director Wei-Lung Chen: Attended “Enhancement of Business Processes and Maturity of Digitization”, “Carbon Rights Trading Mechanisms, Applications of Carbon Management, and Resource Circulation” and “2023 Conference on Awareness of Prevention of Insider Trading”. 6. Implementation of risk management policies and risk assessment standards: The Company does not engage in investments with high risk and leverage. 7. Implementation of consumer or customer protection policies: The Company has set up a consumer service hotline to actively handle suggestions or complaints from consumers to protect and maintain consumers’ rights and provide them with the best services. 8. The Company seeks to protect its directors and managers from possible legal risks arising out of the performance of their duties, and the Company may purchase liability insurance for its directors under Article 26-1 of the Articles of Incorporation. Accordingly, the Company has purchased a one-year liability insurance policy from Shinkong Insurance Co., Ltd., with an insured amount of USD2,000,000. The insurance was approved by the 7th meeting of the 18th Board of Directors on August 9, 2023.

In compliance with the Best Practice Principles.

九、請就臺灣證券交易所股份有限公司公司治理中心最近年度發布之公司治理評鑑結果說明已改善情形，及就尚未改善者提出優先加強事項與措施： (一)就治理評鑑結果已完成改善情形：

1. Important information of shareholders’ questions and the Company’s responses is recorded in the minutes of the annual shareholders’ meetings.

2. The shareholders’ meeting will be broadcast live online, or uninterrupted audio and video recordings of the full meeting will be uploaded after the meeting.

3. At least one of the Company’s internal auditors holds a certificate for international internal auditors, international computer auditors or CPA examination.

4. Changes in the shareholdings of insiders in the previous month will be uploaded to the MOPS on or before the 10th day of each month.

5. The Company’s annual report has disclosed the connection between the evaluation of the performance of directors and managers and their remuneration.

6. The Company regularly submits reports on the communication with stakeholders to the Board of Directors.

7. The Company has established a workplace diversity or gender equality policy, and has disclosed the status of its implementation.

8. The Company has assessed the risks or opportunities to the community and taken corresponding measures, and has disclosed the specific measures and results of their implementation on the Company’s website or in its annual report or sustainability report.

(II) Priority corrective actions and measures for any issues that are yet to be rectified:

1. Where cash dividends are distributed in the year of evaluation, their distribution is completed within 30 days after the ex-dividend date.

2. The Board of Directors regularly (at least once per year) assesses the independence and competence of the CPAs based on the Audit Quality Indicators (AQIs), and discloses the evaluation procedures in the annual report.

3. The Company establishes a specialized (or designates an existing) department to promote sustainable development, and it conducts a risk assessment of environmental, social, and corporate governance issues related to its operations and establishes relevant risk management policies or strategies based on the principle of materiality, with the Board of Directors responsible for supervising the promotion of sustainable development, and with disclosures on its website and in its annual report.

4. The Company discloses the greenhouse gas emissions, water consumption and total weight of waste over the previous two years.

5. The Company adopts a policy on the diversity of members of the Board of Directors, and discloses the specific management targets and status of implementation of the diversity policy on its website and in its annual report.

6. The Company’s interim financial reports are approved by the Audit Committee and submitted to the Board of Directors for discussion and resolution.

7. Starting in 2025, the Company will conduct annual internal evaluations of the performance of the functional committees (must include at least the Audit Committee and the Remuneration Committee), and will disclose the status of implementation and results of evaluation on the Company’s website or in its annual report.

The composition, responsibility and operations of the Remuneration Committee

Implementation of the sustainable development, and deviation from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies, and reasons thereof

Item

Implementation status

Deviation from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies, and reasons thereof

Yes

Summary

I. Has the Company established a governance framework to promote sustainable development? Has the Company established a specialized (or designated an existing) department to promote sustainable development, which the senior management is authorized by the Board of Directors to manage under the supervision of the Board of Directors? ((A TWSE/TPEx listed company must indicate the status of implementation, not compliance or explanation).)

In 2015, the Company established the CSR Organization, which was renamed the Sustainable Development Organization in 2022. Under the organization, the President acts as the convener, and the Human Resources Department acts as the department responsible for promoting sustainable development. Each department assesses the risks and opportunities and then sets practical targets to be implemented, which are divided into seven categories: investors, corporate governance, workers and human rights, supply chain management, channels, product liability, and eco-friendly energy. The organization holds periodic and non-periodic meetings for discussion of the foregoing, and submits a report (at least once per year) to senior management and the Board of Directors regarding the annual status of implementation, performance review and future work plan. The report on implementation of the 2022 sustainability report was approved by the 8th meeting of the 18th Board of Directors on November 9, 2023.

In compliance with the Best Practice Principles.

II. Does the Company implement the risk assessment of environmental, social, and corporate governance issues related to corporate operation and establish relevant risk management policies or strategies based on the principle of materiality? ((A TWSE/TPEx listed company must indicate the status of implementation, not compliance or explanation).)

本公司之子公司大多為銷售業務公司，考量營運之攸關性及對重大主題之影響，相關風險評估以本公司為主。(未含子公司)。本公司依重大性原則，於環境、社會及公司治理議題，進行風險評估，並於組織設置安全防護中心訂定相關風險管理政策，以降低或防制公司所可能遭致之損害，並能統一處理，迅速作出必要之防範措施，以加強企業體之應變能力，維持公司之永續經營。 1.環境議題； (1)本公司除持續提升生產技術以外，也採取減少(Reduce)、回收(Recycle)和再利用(Reuse)之環保3R原則，以2023年為基期，目標設定為每年減少1-3%廢棄物量。以達到有效對環境的破壞與污染，預期於2025年達到減少5%的廢棄物總量。 (2)水資源的使用效益，一直是節水改善的重點，透過海報、標語等多元方式宣導，讓節水觀念融入至辦公生活的每個細節。並且利用過濾處理後之排放水，回收至污泥脫水機清洗濾布使用，112年約省27,457噸，以及將軟水再生排棄較為乾淨之廢水，經儲存加壓再提供予廠區內道路及廁所沖水、澆灌用，112年約省下22,299噸用水量，以朝著水資源利用最大化環境衝擊最小化之永續目標前進。 (3)112年產品總生產量比111年度增加0.3%，而製程耗電量減少3.95%，近來積極推動節約能源已具成效，也將持續執行老舊設備效能評估，效能若已達預期數值以下則添購新式節能設備做更換，降低耗能並提高設備效能。 (4)預計2025年導入ISO50001能源管理系統，以利掌握自身溫室氣體排放情況，並找到其中可以進行減排的空間，並制定相應的合理減排方案。 (5)本公司努力於節能減碳，並以Ｐ-D-C-A的管理模式發展改善環境管理方案。過程中針對用電、用水、廢水產生量、化學藥品使用量、廢棄物產生量、產能密度等相關項目，建立指標並予以隨時監控管制，以達到合理能資源使用與溫室氣體排放之情形。 2.社會議題； (1)本公司依據ETI道德貿易倡議基本準則制定勞工人權政策。 (2)持續推動與改善ISO45001職業安全衛生管理系統，每年針對職業安全衛生管理進行PDCA之有效性評量。 (3)提供安全、健康、和樂的職場環境，讓員工工作與家庭可以平衡。 (4)本公司衛生福利部食品藥物管理署「食品衛生委託檢驗機構」認證，是國內食品業界檢驗分析與ISO 17025認證範疇中的領導者，以共同守護社會大眾食的安全。 (5)秉持著「產品品質自然化、環境衛生優質化、顧客滿意大眾化」之理念，以達顧客之食品安全。 (6)建立法規鑑別管理程序，以確保持續符合最新法令、法規和顧客要求的食品安全。 (7)鼓勵供應商除具備品質、交期與技術能力外，且善盡企業社會責任，建構永續供應鏈。 3.公司治理議題； (1)本公司網站(https://www.agv.com.tw/)揭露公司財務業務相關資訊及公司治理資訊，以利股東及利害關係人等參考;亦公告內部及外部人員檢舉管道，對檢舉人提供之檔案予以加密保護。 (2)本公司為永續經營發展以及實現股東利益最大化之同時，亦關注消費者權益、社區環保及公益等問題，並重視企業之社會責任。 (3)每年分析重要利害關係人與其關心之重要議題，並建立與利害關係人之溝通管道。 (4)愛之味公司治理最高單位為董事會，董事會成員共9位董事(含3位獨立董事) ，健全及有效率之董事會是優良公司治理的基礎，董事會非常關注公司整體營運情況，落實公司治理政策。 (5)為董事投保董事責任險。 (6)掌握法令修訂，並且循遵法令之規定。

In compliance with the Best Practice Principles.

III. Environmental issue

(I) Does the Company create an appropriate environmental management system based on the industrial characteristics of the Company?

1.依據ISO14064-1：2018標準進行溫室氣體盤查。 2.本公司獲得健康職場認證、健康促進標章，使每位員工更受到健康的工作環境保護。 3.設置環境管理專責單位，以維護環境管理相關系統，建立節能績效制度，致力於製程改善的優化及落實設備維護保養。 4.遵行環保、職安衛法令及其他要求事項，全體協力持續推動改善活動，以對作業環境、活動、產品或服務過程之環境安全衛生風險有效控制，預防意外事故、營造安全舒適的工作環境促進員工健康與福祉。 5.持續推動ISO14001及ISO45001管理系統，透過危害鑑別與風險評估降低作業人員受傷的來源，狀態或行為，確保作業場所符合職業安全衛生法規要求。

In compliance with the Best Practice Principles.

(II) Is the Company committed to achieving more efficient use of energy and using renewable materials with a low impact on environmental burdens?

1.公司致力於改善能源使用效率，主要使用之能源包含蒸汽、電力及天然氣。 2.公司目前有三個主要生產產線，112年比111年主要原料的耗用蒸汽量比例增加0.12%、112年比111年主要製程的耗用電量比例減少3.95%、112年比111年主要原料的耗水量比例減少9.5%，未來將會持續善用能源，愛護地球，以降低對環境負荷之衝擊。 3.持續推動環保方案來改善環保績效之外，也積極推動辦公室節能減碳、資源回收再利用工作、保護水土資源，並加強員工教育。

In compliance with the Best Practice Principles.

(III) Does the Company assess the present and future potential risks and opportunities arising from climate change for your company? Does the Company take any measures in response to climate-related issues?

1.我國現行政策導向低碳排生產，本公司亦透過產能分析管控，以節能模式進行生產，並依據產品別進行大數據分析調整，降低碳排放量，達到友善環境之目標。 2.本公司藉由金融穩定委員會（FSB）發布的「TCFD氣候相關財務揭露建議（Task Force on Climate-related Financial Disclosures）」來評估氣候變遷對公司造成的影響，透過會議，與會計師及專業顧問研討氣候變遷所產生風險，透過不同領域角度，分析日後因應之對策，以專案方式進行管理，以達到永續發展之精神。

In compliance with the Best Practice Principles.

(IV) Does the Company keep statistics on its greenhouse gas emissions, water consumption, and total weight of waste over the previous two years? Has the Company established policies for energy conservation and carbon reduction, greenhouse gas reduction, reduction of water usage, or management of other waste?

本公司之子公司大多為銷售業務公司，其相關之揭露以本公司為主。(未含子公司)；其各類別盤查項目及數據如下： 1.直接溫室氣體排放量(類別1)：單位:公噸CO2e/年

Category 1: Direct GHG emissions and removal	2022	2023
Direct emissions from stationary combustion	1,074.8134	1,104.4595
Direct emissions from mobile combustion	–	137.2080
Direct fugitive emissions caused by GHG releases from human systems	–	341.4986
Total	1,074.8134	1,583.1661

112年含移動式燃燒之直接排放及人為系統中溫室氣體釋放改造成之直接逸散排放；111年未含前述二項。 2.間接溫室氣體排放量(類別2)：單位:公噸CO2e

Category 2: Energy	2022	2023
Electricity/Energy (electricity, and imported energy such as steam, thermal energy, cold energy, and high-pressure air)	5,440.3160	5,364.9446

112年比111年溫室氣體排放量增加6%，係因於111年度內部統計資料中未包含外部營業所及子公司能源部分納入計算範圍內，致二年度有些落差。 3.間接溫室氣體排放量(類別3): 單位:公噸CO2e

Category 3: Transportation	2023
Employee commuting (including cars and motorcycles or public transportation)	177.4693

4.間接溫室氣體排放量(類別4): 單位:公噸CO2e

Category 4: Products used by the organization	2023
Disposal of solid and liquid waste (such as annual amount of waste disposed of, domestic waste, and recycled materials)	665.0953
Fuel- and energy-related activities (emissions related to the production of purchased energy but not included in Categories 1 and 2)	1,394.3098
Total	2,059.4051

5.用水量：單位：噸

Water consumption	2022	2023
Total	415,995	375,920
Water consumption per dozen	0.057	0.051

112年比111年單位成品耗水量減少10.5% 係於112年執行水資源回收再利用，將採軟水再生排棄較為乾淨之廢水，經儲存加壓再提供予廠區內道路及廁所沖水、澆灌用，節省約22,299噸的用水量，以及利用過濾處理後之排放水，回收至污泥脫水機清洗濾布使用，112年約省27,457噸。 6.廢棄物總重量：單位：公噸

Non-hazardous waste	2022	2023
Recyclable waste	1,467.7	1,882.9
General waste	879.1	472.0
Total	2,346.8	2,354.9

112年比111年產品生產量增加0.3%，故總體廢棄物量增加0.3%。於111年度採用可回收再利用之廢棄物以達垃圾減量目標，112年相對於111年資源回收量增加10.4%而事業垃圾與一般垃圾減少16.7%，已發揮預期之成效，未來也將持續透過環保 3R 政策，即減量（reduce）、回收（recycle）、再利用（reuse），讓資源循環永續利用，以減少對環境的破壞與汙染，目標設定為每年減少1~3%廢棄物量，預期在2025年達到減少5% 的廢棄物總量。 7.預計於113年進行全公司碳排放量盤查，並制定相應的合理減排方案。 8.相關環境保護含節約能源、水資源管理、污染防治、廢棄物管理等等詳閱本公司永續報告書。

In compliance with the Best Practice Principles.

IV. Social issue

(I) Has the Company established relevant management policies and procedures in accordance with the applicable laws and regulations and international human rights conventions?

1.本公司為落實人權保障，茲參考國際人權法典(lnternational Bill of Rights)與國際勞工組織(Declaration on Fundamental Principles and Rights at Work)等國際金認之人權標準，制定本公司之人權政策，均依循勞動基準法規定並參考國際勞工公約，訂定工作規則，獎懲制度、考績評定、兩性平等、職災等規定，打造友善且更有效率的工作環境，並由人力資源部門依相關法規的制、修正並公告員工周知，遵守相關勞動法規。 2.落實童工僱用限制、禁止強迫勞動、反對騷擾、歧視及霸凌，並公布「公司對於防治工作場所性騷擾之聲明」。 3.提供並維護安全、健康、衛生之工作環境。 4.本公司重視員工關係，請詳閱本公司永續報告書，登載於本公司官網（網址https://www.agv.com.tw）及公開資訊觀測站。

In compliance with the Best Practice Principles.

(II) Has the Company established and implemented reasonable employee welfare measures (including remuneration, leave, and other benefits)? Are the operating performances or results appropriately reflected in the remuneration for employees?

1.本公司人事管理規章訂定工作規則、薪資管理辦法、分層負責辦法、津貼給付準則、考勤實施準則、升調遷管理辧法、考績管理辧法、請假作業實施細則、績效及年終獎金、員工酬勞、保險給付、福利金及提案改善奬金等完善制度。 2.薪酬制度：依據個人的能力、績效及貢獻度，及考量所任之職位及同業薪資水平、市場人力供需及公司未來營運風險而定，且依公司章程規定，公司年度如有獲利，員工酬勞提撥不得少於百分之一。員工整體薪酬，主要包含薪資、獎金及福利等；給付的標準，薪資是依員工所擔任職位及市場行情核薪，獎金則依KPI績效指標達成及公司之經營績效發給，秉持勞資和諧，共創雙贏的勞資關係。 3.休假制度：依勞動基準法規定制定完善之休假制度，並記載於員工手冊中，公告同仁知悉。 4.職場多元化與平等：本公司著重兩性平權與薪酬平等及晉升機會，112年女性職員佔比為56.56%、女性主管佔比為35.29%。 5.其他福利：包含禮金與補助；辦理員工健康檢查、免費停車場、哺(集)乳室、移工宿舍及獲利分享，使員工有完善的福利制度，如：退休人員禮金、生日禮金、結婚補助、生育補助及子女教育補助、喪葬補助、產假、陪產假、育嬰假、公司禮品等。 6.近年來經營績效適當反映於員工薪酬如;109年全面加薪、110年及111年績效加薪以及112年全面加薪，113年部份人員加薪，實質且即時回饋員工。

In compliance with the Best Practice Principles.

(III) Does the Company provide employees with a safe and healthy work environment and give safety and health training to employees regularly?

1.本公司制訂安全衛生工作守則並落實執行，設有安全衛生管理組織與管理人員，定期檢查各項機械，也提供員工安全教育，提升人員安全危害意識及強化職業病預防等，以塑造安全衛生與舒適之職場環境。 2.為保障工作場所中有害物質之危害，每年均執行2次作業環境監測，並依結果進行改善，以確保員工健康安全。 3.舉辦生活講座，與員工分享溝通，加上依勞動基準法及勞工退休金條例之規定辦理員工退休事宜，人力資源部也安排教育訓練包含職業安全教育訓練、堆高機作業、品質安全衛生教育訓練、急救人員及消防演練等課程。 4.112年員工安全及健康教育訓練執行情形：

Item	Number of trainees	Training hours
Health courses	349	1,278
Safety courses	509	3,333
Total	858	4,611

5. In 2023, 9 employees suffered work injuries on the way to/from work, and 6 employees suffered work injuries in the workplace.

In compliance with the Best Practice Principles.

(IV) Has the Company established an effective plan for development and training of the career abilities of employees?

1.本公司以永續經營的角度，定期及不定期辦理主管與同仁的教育訓練，如新生訓練、專業技職訓練等及工作輪調，培養多功能之優秀人才及領導幹部，並賦予重要職位和挑戰，且經由問卷調查分析後，發現員工會將所學運用在工作上，進而提升部門、公司的經營績效，升遷管道完善且暢通，以吸引、激勵、發展和留才，完成公司組織任務。 2.112年教育訓練總受訓人次1,160、總訓練時數5,933小時。

In compliance with the Best Practice Principles.

(V) Regarding customer health and safety, customer privacy, marketing, and labeling in relation to products and services, does the Company comply with the applicable laws and international standards? Has the Company established policies and complaint procedures for the protection of consumers or customer rights?

1.本公司全廠區通過ISO 22000與FSSC品質系統認證 (通過率100%)。 2.產品標示皆依據食安法規定，且有制定標準書，對於產品之標示，由專業團隊針對食品安全衛生法規標示之規定審核，以符合政府法令規定，清晰且詳實的營養標示、成分標示，加上健康認證、國際獲獎、有機、綠色、潔淨等等的標章推行，都讓產品透明度大增而進一步獲得消費認同。 3.對食品安全與研發創新的投資不遺餘力，除致力於全產品符合國家食品法規外，也持續投入人力、資源，升級到更高標準的自我要求以提高自主檢驗量能，對食品添加物亦有三專管理（專人、專櫃、專冊）；並取得國際食品安全驗證，112年與食品工業發展研究所合作，已申請通過「經濟部技術處鼓勵國內企業在台設立研發中心計劃」，共同推動愛之味植物奶技術，係為愛之味一項殊榮，建立值得信賴的品牌形象。 4.為了消費者健康，除了提供最健康、安全、美味商品外，仍持續創新研發食品科技，在此方面已成為專業領域且績效卓著，近年來致力於開發「有機產品」與「產銷履歷產品」，希望提供消費者更健康、更安全、更透明化產品；未來除將繼續引領食品潮流、創造消費趨勢、促進產業升級。 5.設置個人資料保護管理制度，保護客戶隱私，透過個資內部稽核、教育訓練與宣導，共同為客戶的個資把關，對於客戶均有通路業務部業務人員擔任服務窗口，主動確認客戶之需求及執行。 6.設有 0800產品專線服務，有專人為消費者解答，產品之銷售通路、訂購說明、及消費疑問之服務，做好維護客戶之權益。

In compliance with the Best Practice Principles.

(VI) Has the Company established any supplier management policy that requires suppliers to comply with relevant regulations with regard to issues of environmental protection, occupational safety, and health or labor rights. What is the status of its implementation?

1.為強化供應商永續管理機制，本公司將依循食品良好衛生規範準則及食品安全管制系統準則，針對原有供應商制定供應商實地評鑑。 2.執行「供應商社會責任承諾書」主要項目為勞工與人權、健康與安全、環境議題及道德規範四大方向。以提升整個供應鏈對環保、職業安全衛生及勞動人權等議題的重視與落實。 3.本公司實施供應商評鑑、源頭查核作業，不定期稽核輔導，要求貫徹於食品供應鏈日常管理之中。 4.112年供應商評分結果共153家，A級：148家、B級：13家、C級：2家，供應商之商業及工廠登記資料符合法規，並皆有依照「應申請登錄始得營業之食品業者類別、規模及實施日期」規範，申請登錄食品業者平台(非登不可)執行，且有符合食品良好衛生規範準則。

In compliance with the Best Practice Principles.

V. Does the Company prepare an ESG report or other reports that disclose non-financial information of the Company in reference to internationally accepted report preparation guidelines or guides? Is there any third-party verification unit’s assurance or verification opinion acquired for the above-mentioned reports?

1.編製永續報告書係參GRI協會於2021年公司之通用準則2021(Universal Standards2021)、「上市上櫃公司永續發展實務守則」、氣侯相關財務揭露框架(Task Financial Disclosures,TCFD)及SASB永續會計準則(Sustainability Accounting Standards Board,SASB) ，進行編撰。 2.本公司委託國富浩華聯合會計師事務所（Crowe）按照中華民國會計研究發展基金會發佈之確信準3000號「非屬史性財務資訊查核或核閱之確信案件」進行獨立有限確信，則公報第一號「非屬歷史性財務資訊查核或核閱之確信案件」進行獨立有限確信，並可在愛之味企業官網下載瀏覽。

In compliance with the Best Practice Principles.

六、公司如依據「上市上櫃公司永續發展實務守則」定有本身之永續發展守則者，請敘明其運作與所定守則之差異情形：本公司均依「上市上櫃公司永續發展實務守則」辦理，並無重大差異之情事，亦於112年9月底將111年永續報告書公開發表於本公司官方網站及公開資訊觀測站。

VII. Other information useful to the understanding of the sustainable development implementation:

1. The product commitment of “For a Healthy Tomorrow” is the cornerstone of AGV. Whether in terms of product traceability and tracking, or simple formulas and clean labeling, the Company always insists that natural products are the best way toward healthiness, deliciousness, greenness and naturalness.

2. With respect to business management, the Company focuses on both financial performance and non-financial performance and continues to pay attention to international sustainability ratings (CDP and DJSI) and related initiatives (GRI and IIRC), in order to keep in line with international trends and standards.

3. All food and beverage factories of AGV have acquired a number of internationally recognized certification systems including ISO 22000 and HACCP.

4. AGV not only provides a safe, healthy, harmonious, and happy workplace for employees to seek balance between their work and families, but also actively enhances the professional skills and competencies of employees so that they are able to grow in step with AGV.

5. We have continued to increase investment in software, hardware, and intellectual property.

6. In 2023, the Company received the following domestic and foreign awards:

Certification of Premium Oat Drink (Original) as a health food for the improvement of gastrointestinal functions, A.A. Three Stars certification for Premium Oat Drink (Original) (the fifth year), Eatender certification for Curry Tofu, three-star A.A. Taste Award (A.A. certification) for Premium Oat Drink (Dark Chocolate), three-star A.A. Taste Award (A.A. certification) for Premium Oat Drink (Sesamin Easy Sleep Plus), three-star A.A. Taste Award (A.A. certification) for Unsweetened Activate Green Tea, two-star A.A. Taste Award (A.A. certification) for Hakka Pickled Bamboo Shoot, Monde Selection Gold Award for Unsweetened Activate Green Tea, Monde Selection Gold Award for Premium Oat Drink, Monde Selection Silver Award for Multigrain Activate Tea, Monde Selection Silver Award for Ice Brew Barley Drink (Unsweetened), Monde Selection Bronze Award for Curry Tofu, three-star Superior Taste Award for OKINA Deep Natural Electrolyte Water, one-star Superior Taste Award for Premium Oat Drink (Sesamin Easy Sleep Plus), three-star Food Innovation Award – Food and Beverage Innovations for Tube Savory Rice Pudding, and two-star Food Innovation Award – Food and Beverage Innovations for Korean Kimchi Tofu Stew.

7. The Company has engaged in social charity activities, such as the organization of mountain cleaning activities, the selection of road sections for greening and maintenance, and assistance in the development of leisure activities.

8. The Company’s contribution to society not only includes monetary donations but also investments in manpower, donations of items, and service provisions. The main contents of various social activities are summarized as follows:

a. By establishing an energy-saving performance system, we are striving to optimize the improvement of our manufacturing process and implement the enhancement of competency training for product line personnel and equipment maintenance to further improve the performance of equipment. In addition, we improve employees’ concept of energy savings and carbon reduction to reduce operating costs from the viewpoint of corporate sustainable development in addition to the reduction of greenhouse gas emissions.

b. As of the date of publication of the annual report, the money and supplies donated and visits conducted by Company are as follows:

Hearing Loss Association of Chiayi County, Seed of Love Education Foundation, Manufacturers Association of Minxiong and Touqiao Industrial Park, Chiayi Branch Office of Taiwan Fund for Children and Families, Genesis Social Welfare Foundation, Chung Yi Social Welfare Foundation, Sunflower Care Association of Taitung County, Taiwan Sailing Association, Chiayi County Volunteer Fire Department, 3 Acts of Goodness Sports Association, Mustard Seed Mission, Paramitas Foundation, Physical Disability Service Association of Chiayi City, Charity Union Association of Chiayi County, Rain Spring Charitable Foundation, Spinal Cord Injury Association of Chiayi County, Hsin Kang Feng Tian Temple of Chiayi County, and Ro Ju Er Education Foundation.

9. For other related important information, see the relevant information in the section for sustainable development on the Company’s website (www.agv.com.tw/企業社會責任之使命).www.agv.com.tw/企業社會責任之使命)。

Climate-Related Information of TWSE/TPEx Listed Company

全球氣候變遷日亦嚴重，連帶衍生之效應與衝擊，亦是企業應嚴正以待之課題。本公司除盡到國家政策之環保規範，亦透過會議，研討氣候變遷所產生風險，透過不同領域角度，分析日後因應之對策，以專案方式進行管理，以達到永續發展之精神。我國現行政策導向低碳排生產，本公司亦透過產能分析管控，以節能模式進行生產，並依據產品別進行大數據分析調整，降低碳排放量，達到友善環境之目標。本公司藉由金融穩定委員會 (FSB) 發布的「TCFD 氣候相關財務揭露建議 (Task Force on Climate-related Financial Disclosures)」來評估氣候變遷對公司造成的影響，並鑑別出氣候風險與機會，擬定相應對策以因應風險： 1、氣候相關資訊執行情形

Item

Implementation status

1. Describe the board of directors' and management's oversight and governance of climate-related risks and opportunities.

Regarding the governance of climate change risks, the President is responsible for coordinating and leading the Sustainable Development Organization in controlling related issues. Under the Sustainable Development Organization, several sub-committees have been formed for risk management and issue assessment, and they submit regular reports on the status of implementation to the Board of Directors in order to reduce the risks and impact caused by climate change to sustainable management.

2. Describe how the identified climate risks and opportunities affect the business, strategy, and finances of the business (short, medium, and long term).

風險類別： 1.極端氣候（如颱風、洪水）的嚴重情況和頻率提高，導致斷電或供電異常。 2.降雨（水）模式變化（如乾旱缺水），導致原物料供應中斷與不足，或是需要增加原物料、產品倉儲的天數，直接影響工廠排程及廠製等作業進度。 3.國內外環境相關法規要求及目前政府因應溫室氣體管理需求，要求耗能企業需設置一定比例之再生能源；或是要求包材減量及產品碳足跡的調查。若未符合相關規範，可能將進一步繳納碳費（稅）或罰款。機會類別： 1.發展綠電及儲能系統建置。 2.提升設備用水效率，調整或合併性質相同產程以減少 CIP 次數並降低清洗用水量。 3.持續以製程及設備改善提升產品良率減少食品廢棄物，同時積極建置綠電及儲能設備，友善環境提升企業聲譽。因應相關環境法規，本公司積極控管能耗，包括用電、用水、溫室氣體及食品廢棄物管理；持續開發對消費者具保健功效之產品，秉持企業經營理念，讓消費者及環境「明日更健康」。 •短期：設置緊急發電機及 UPS 不斷電系統備用電。 •中、長期： 1.積極開拓「第二供應商」防止供應鏈中斷同時降低採購成本。 2.產程調整，依據缺料、缺水情況，安排產製順序。 3.建立排水回收再循環運用機制。

3. Describe the financial impact of extreme weather events and transformative actions.

•供電異常將影響無菌產程，除增加製程成本外，也可能造成原物料和半成品品質異常而需拋棄造成損失。 •原物料成品增加，需額外承租外租倉費用增加等，進而導致整體營運成本增加與營收減少。

4. Describe how climate risk identification, assessment, and management processes are integrated into the overall risk management system.

A Risk Management Task Force is formed by the R&D, QC, manufacturing, procurement, financial, audit and industrial safety departments. It is tasked with conducting an overall assessment of climate change risks based on the duties of the departments to enhance our knowledge of the relevant issues and provide decision makers with a basis of reference to formulate strategies in response, such as a comprehensive inventory of the power restoration and storage system and the establishment of emergency response procedures, with the purpose of dealing with unexpected power shortages and mitigating our operating losses. In terms of production, we hold management meetings from time to time and continue to adjust and control our production and sales volumes to facilitate inventory management and reduce inventory costs. Additionally, to improve the quality of raw materials and maintain stable sources of supply, we will seek cooperation from contract farming and secondary suppliers to minimize shortages of materials caused by climate change, hoping to reduce their impact and effect on our operations. At the same time, we conduct energy consumption inventories to reduce and control the consumption of water, energy and resources, and to further recycle and reuse usable resources.

5. If scenario analysis is used to assess resilience to climate change risks, the scenarios, parameters, assumptions, analysis factors and major financial impacts used should be described.

To reduce energy consumption and increase the percentage of renewable energy used, the costs of newly installed relevant equipment will rise. Operating expenses will increase due to expenses for the relevant carbon footprint certifications or carbon fees, and the waste treatment expenses will decrease as a result of products becoming lightweight.

6. If there is a transition plan for managing climate-related risks, describe the content of the plan, and the indicators and targets used to identify and manage physical risks and transition risks.

AGV is primarily a food and drink manufacturer. In the course of developing green products and services, we are committed to setting targets related to energy conservation, waste reduction and water conservation in terms of energy, GHG emissions, water resources and waste. Moreover, through measures such as supplier source management and the introduction of eco-friendly packaging materials, we seek to implement the indicators directly related to our operations and environmental friendliness, and to fulfill the responsibilities required for society and the environment.

Energy and emissions management	• With 2023 as the base period, our expected target is to reduce energy onsumption by 3% by 2025. • We expect to introduce the ISO 50001 energy management system in 2025 in order to keep track of the status of our GHG emissions.
Water resource management	Our expected target is to reduce water consumption by 3% by 2025.
Waste management	Our set target is to reduce the amount of waste by 1~3% per year, and we expect to reduce the total amount of waste by 5% by 2025.

7. If internal carbon pricing is used as a planning tool, the basis for setting the price should be stated.

None

8. If climate-related targets have been set, the activities covered, the scope of greenhouse gas emissions, the planning horizon, and the progress achieved each year should be specified. If carbon credits or renewable energy certificates (RECs) are used to achieve relevant targets, the source and quantity of carbon credits or RECs to be offset should be specified.

None

9. Greenhouse gas inventory and assurance status and reduction targets, strategy, and concrete action plan (separately fill out in points 1-1 and 1-2 below).

1-1 Greenhouse Gas Inventory and Assurance Status for the Most Recent 2 Fiscal Years 1-1-1 Greenhouse Gas Inventory Information

Describe the emission volume (metric tons CO2e), intensity (metric tons CO2e/NT$ million), and data coverage of greenhouse gases in the most recent 2 fiscal years.

Item	2021	2022	2023
Scope 1: Direct GHG emissions (tonne-CO2e)₂e)	1,539.7661	1,074.8134	1,583.1661
Scope 2: Indirect GHG emissions (tonne-CO2e)₂e)	5,872.1124	12,847.7738	5,364.9446
Total emissions = Scope 1 + Scope 2 (tonne-CO2e)₂e)	7,411.8785	13,922.5872	6,948.1107
Value of specific metric used by the organization -Total Production (Thousand dozens)	7,095	7,321	7343
GHG emissions intensity (tonne-CO2₂e/thousand dozens)	1.04	1.90	0.95

1-1-2 Greenhouse Gas Assurance Information

Describe the status of assurance for the most recent 2 fiscal years as of the printing date of the annual report, including the scope of assurance, assurance institutions, assurance standards, and assurance opinion.

N/A.

1-2 Greenhouse Gas Reduction Targets, Strategy, and Concrete Action Plan

Specify the greenhouse gas reduction base year and its data, the reduction targets, strategy and concrete action plan, and the status of achievement of the reduction targets.

水資源管理: 本公司以2023年為基期， • 短期目標：預期將目標設定在2025年達到減少3%的用水量。 • 中、長期目標（2025年後）： 1. 建置環保節能環境，提升資源利用效率。 2. 依循能源管理政策、全員參與節能減碳。能源管理: • 短期目標: 預期將目標設定在2025年達到減少3%的能源耗用量。 • 中、長期目標（2025年後）： 1. 持續更換廠內老舊設備為新式節能設備，減少能源使用率。 2. 添購部分比例綠電，減少溫室氣體排放量。廢棄物管理: • 短期目標: 預期將目標設定在2025年達到減少5%的廢棄物總量。 • 中、長期目標（2025年後）： 1. 持續提升生產技術，從源頭對廢棄物進行減量。 2. 依循廢棄物回收管理政策、全員參與廢棄物回收分類。

Implementation of ethical corporate management, and deviation from Ethical Corporate Management Best-Practice Principles for TWSE/TPEX Listed Companies, and reasons thereof

	Evaluation item	Status			Deviation from Ethical Corporate Management Best-Practice Principles for TWSE/TPEX Listed Companies and reasons thereof
	Evaluation item	Yes	No	Summary
	I. Establishment of ethical management policies and plans
	(I) Has the Company established any ethical management policy adopted by the Board of Directors? Do the regulations and external documents of the Company specify the policy and practices of ethical management and the commitments by the Board of Directors and the senior management to actively implement the ethical management policy?	v		The Company has established the “Ethical Management Best Practice Principles” and makes timely amendments in response to legal amendments and the Company’s business. In addition, the Company issued the 2022 sustainability report with our detailed business philosophy of ethical corporate management in September 2023. We have also established a good corporate governance and risk control mechanism to create an operation environment for sustainable development and prevent unethical conduct and shall not accept treatments, gifts, kickbacks, embezzling public funds, as well as other illegal gains. The Company openly discloses the “Ethical Management Best Practice Principles” and relevant regulations on the MOPS and the Company’s website accessible to stakeholders at any time.	In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.
	(II) For the risk of unethical conduct, does the Company establish an assessment mechanism and regularly analyze and assess the business activities within its business scope which are possibly at a higher risk of being involved in unethical conduct to establish preventive solutions that at least cover the conduct specified in each subparagraph under Paragraph 2 in Article 7 of the “Ethical Corporate Management Best Practice Principles for TWSE/TPEX-Listed Companies”?	v		本公司訂定防範方案時，應分析營業範圍內具較高不誠信行為風險之營業活動，並加強相關防範措施；包含行賄及收賄或非法政治獻金、不當慈善捐贈或贊助、其他不正當利益、侵害營業秘密、商標權、專利權、著作權及其他智慧財產權、從事不公平競爭之行為、產品及服務於研發、採購、製造、提供或銷售時直接或間接損害消費者或其他利害關係人之權益、健康與安全，其112年度防範措施執行如下： 1.112年度執行4次食品安全宣導。 2.112年度執行7次食品防護。 3.112年度執行6次法規遵循。 4.112年度完成法規規定之110個品項追蹤、追溯資料上傳至非追不可平台。 5.112年度止本公司所有食品廠、飲料廠皆全數取得ISO22000、HACCP等多種國際通用的驗證系統。 6.於食品安全的管理系統中，已取得CAS、TQF、HACCP等認證，更於96年即成為第一家通過SGS(臺灣檢驗科技股份有限公司)ISO 22000驗證的食品廠商。 7.全廠區取得ISO22000認證。	In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.
	(III) Does the Company specify and implement the operating procedures, guidelines of behavior, penalties for violations, and complaint system in the plan for prevention of unethical behavior? Is the foregoing plan reviewed and amended on a regular basis?	v		The Company faithfully upholds the principle of ethical management and obligations to comply with the “Ethical Management Best Practice Principles” established by the Company. Those violating the principle of ethical management shall be punished and the information such as title and name of the violator, the date and details of the violation, and the actions taken in response shall be immediately disclosed on the Company’s internal website. The reporting system shall also be established and carried out accordingly. The Company has also disclosed information regarding the implementation of ethical management on the Company’s website, annual report, and prospectuses, and discloses the contents of its Ethical Management Best Practice Principles on the MOPS.	In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.
	II. Implementation of ethical management
	(I) Does the Company assess the history of the integrity of its business counterparties? Does the contract between the Company and a business counterparty include any provision governing ethical behavior?	v		To ensure that the trading suppliers are ethical operators, most of the Company’s customers and suppliers are well-known companies and their ethical management information is more likely to be acquired. For example, we log into the website of MOEA or other channels to query the operating status of cooperation partners or require them to provide relevant information as evidence of being legal operators. The Company will also explain the supplier selection principles with fairness, openness, and transparency to the vendors. In addition, for contract signing, we gradually strengthen the ethical clauses in the contract while the Legal Affairs Office, Audit Office, and President’s Office are responsible for the review of contracts. If any violation of ethical management conduct is included in the contract, the Company shall terminate the relevant regulations in the contract.	In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.
	(II) Does the Company set up any unit under the Board of Directors that is responsible for the promotion of corporate ethical management and that gives a report to the Board of Directors regarding its ethical management policy and unethical behavior prevention plan and their supervision and implementation on a regular basis (at least annually)?	v		1.本公司由稽核室作為誠信經營之推動窗口，依本公司訂定之誠信經營守則執行推動；董事會藉由稽核功能，查核公司在誠信經營政策的制訂及執行情形，本公司召開董事會由稽核室主管列席報告業務內容，也定期向獨立董事報告。 2.員工也可透過多重管道，包含內部E-mail、員工反映信箱及公司網站，與管理階層及人資部及稽核室反映與溝通。 3.112年度外部或內部檢舉案件0件，未發生重大不誠信行為之情事。	In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.
	(III) Has the Company established any policy for the prevention of conflict of interest, provide any appropriate channels for representation, and implement such policy?	v		1.本公司於「內部重大資訊處理作業程序」，明訂董事、經理人及受僱人不得洩露所知悉之內部重大資訊予他人，不得向知悉本公司內部重大資訊之人探詢或蒐集與個人職務不相關之公司未公開內部重大資訊，對於非因執行業務得知本公司未公開之內部重大資訊亦不得向其他人洩露，並落實執行。 2.公司已建立完善的內部稽核制度、陳述溝通及風險管理機制，以維持有效之內部控制制度運作，並防止利益衝突及提供有效溝通管道。 3.若該次董事會議案有涉及應利益迴避者，於議案宣讀前，由司儀說明迴避姓名及理由，亦會由司儀再次提醒請利害關係人離場迴避。 4.召開董事會，均遵照董事會議事規範進行。 5.112年召開5次董事會，皆遵照董事會議事規範進行。	In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.
	(IV) Has the Company established effective accounting and internal control systems to ensure the implementation of ethical management? Does the internal audit department establish any relevant audit plan based on the results of the assessments of the risks of unethical behavior? Does the Company, in accordance with the foregoing plan, conduct an audit of the compliance with the unethical behavior prevention plan, or engage a CPA to conduct such audit?	v		To implement ethical management, the Company has established effective accounting and internal control systems, and the CPAs are responsible for auditing the related accounting statements and records. For internal auditing, the status of compliance is audited according to the annual audit plan established based on the result of risk assessment. In 2023, 60 audit cases were completed with the issuance of audit reports. The effectiveness of the design and implementation of the internal control system is ensured by the annual self-evaluation of internal control with the issuance of a statement on the internal control system, which is reviewed and approved by the Audit Committee and then approved by a resolution of the Board of Directors.	In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.
	(V) Does the Company organize internal and external training sessions on ethical management on a regular basis?	v		Specific measures regarding the Ethical Corporate Management Best Practice Principles are not only disclosed on the Company’s website accessible to employees at any time, but also promoted during new employee training and common management courses for all employees to understand and follow the principles. In 2023, a total of 156 people attended training courses on issues related to ethical management, and took post-training tests.	In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.
	III. Operations of the whistleblowing system of the Company
	(I) Has the Company established specific systems for whistleblowing and rewards? Has the Company established any convenient whistleblowing channel and appointed any appropriate person to handle the case of a reported person?	v		The Company has set up a “Section for employee opinions and timely feedback” and the President’s mailbox, and has also established standard operating procedures for the investigation of whistleblowing reports, procedures for subsequent handling, and relevant confidentiality mechanisms. Employees may report any improper conduct likely to affect the Company’s goodwill and interests. The relevant regulations specify that any employee violating the requirements of ethical management of the Company will be punished depending on the severity of the violation in accordance with the “Regulations Governing Rewards and Punishment of Employees”. The President and the manager of the Human Resources Department are the persons designated to address such violations.	In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.
	(II) Has the Company established standard operating procedures for investigation of cases reported by whistleblowers, including subsequent measures required after the completion of investigations and the relevant confidentiality measures?	v		The “Ethical Management Best Practice Principles” specify that in the event that any material violation or likelihood of material damage to the Company is found upon investigation, the designated personnel or department handling whistleblowing reports shall immediately prepare a report and notify the independent directors or supervisors in writing. In addition, the “Employee Rules” have specified standard operating procedures for investigation of whistleblowing reports and relevant confidentiality mechanisms, and have adopted measures to protect whistleblowers from improper retaliation as a result of whistleblowing. There was no reported case in 2023.	In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.
	(III) Does the Company take measures to protect whistleblowers from improper retaliation as a result of whistleblowing?	v		The “Ethical Management Best Practice Principles”, complaint regulations, and employee rules established by the Company have adopted measures to protect whistleblowers from improper retaliation as a result of whistleblowing.	In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.
	IV. Enhancement of information disclosure
	Does the Company disclose the contents of its ethical management principles and the results of their promotion on its website and the Market Observation Post System?	v		The corporate governance and related information has been disclosed on the Company’s website and MOPS (website: https://www.agv.com.tw), and the Company has also disclosed its philosophy of ethical corporate management in the sustainability report.	In compliance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.
V. Where the Company has established its own principles of ethical management in accordance with the “Ethical Corporate Management Best-Practice Principles for TWSE/GTSM Listed Companies”, the differences between the operations of the Company and such principles must be described: The Company has established the “AGV Products Corporation Ethical Management Best Practice Principles” based on the Ethical Corporate Management Best-Practice Principles for TWSE/GTSM Listed Companies promulgated by TWSE, and has disclosed the Ethical Management Best Practice Principles on the Company’s website. (Website: https://www.agv.com.tw) while implementing them accordingly without any discrepancy.
六、其他有助於瞭解公司誠信經營運作情形之重要資訊：（如公司檢討修正其訂定之誠信經營守則等情形） 1.本公司訂定之「誠信經營守則」將誠信經營政策與員工績效考核及人力資源政策結合，落實誠信經營的守則。 2.本公司持續秉持誠信經營原則經營，落實遵守相關法令規定，如公司法、證券交易法、食品安全衛生管理法、上市櫃相關規章、貪污防制條例、政府採購法等以做為落實誠信經營的基本前提，用人唯才以品德操守為第一，亦重視職務輪調等相關防弊機制；內部員工無發生任何貪瀆、賄賂及勒索等不法行為。 3.持續推動企業永續發展，落實推廣公司優質治理，秉持「讓明日更健康」的企業願景。

Employee code of conduct or ethical rules

Employee welfare measures

Working environment and measures for protection of the safety of employees

Succession Planning for Board Members and Key Management Personnel

Remuneration Committee	Proposal and follow-up actions	Resolution Results	The Company’s response to Remuneration Committee’s opinions
2024.1.25 3st meeting of 5th Committee	Review on the proposal for the 2023 distribution of year-end bonus.	The members present at the meeting resolved to adopt 3rd Option and submitted it to the Board of Directors for review.	Approved as proposed by the Board of Directors
2024.3.11 4nd meeting of 5th Committee	Review on the proposal for the distribution of remuneration to directors and employees in 2023.	Approved as proposed and submitted to the Board of Directors for review	Approved as proposed by the Board of Directors
2024.11.08 5nd meeting of 5th Committee	1. Reviewed and re-established the company’s “Net Profit Bonus Reward and Penalty Guidelines”. 2. Review the comprehensive salary adjustment plan for 2025 monthly staff (including managers) for the fiscal.	Approved as proposed and submitted to the Board of Directors for review	Approved as proposed by the Board of Directors

Investment

Corporate governance

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