Committee

Name	Audit Committee	Remuneration Committee	Nominating Committee	Sustainable Development Committee	Professional qualifications
Haydn Hsieh (Chairman & CSO)			Chairperson	Chairperson	Extensive expertise in corporate sustainability management and strong leadership capabilities; well-connected in the industry
Jeffrey Gau (President & CEO, Director)					Extensive expertise in green product R&D and strong leadership capabilities
Frank F.C. Lin (Director)					Extensive industry experience; well-connected in the industry
Rosie Yu (Independent Director)	Chairperson				Extensive expertise in sustainable finance and financial management
T. Y. Lay (Independent Director)		Chairperson			Extensive industry experience; well-connected in the industry
Karen Hsin (Independent Director)					Extensive expertise in finance and law
Lillian Chao (Independent Director)					Strong leadership capabilities; well-connected in the industry
Apollo Shyong (General Plant Manager)					Extensive expertise in energy conservation and carbon reduction management
Amy Hsu (Chief Supply Chain Officer)					Extensive expertise in sustainable supply chain management
Jona Song (Chief Financial Officer & Corporate Governance Officer)					Extensive expertise in finance, risk management and governance

WNC has established an audit committee that meets prior to the Board of Directors meeting every quarter to monitor the execution of WNC’s internal controls and important financial and sales behavior and to communicate and interact with CPAs in order to effectively supervise company operations and risk management. The audit committee’s specialized division of duties and independent positions assists the Board of Directors in the execution of its supervisory capacity, raising WNC’s financial standing and credibility. The audit committee is composed of all of the independent directors with at least one member having a specialization in accounting or finance. Terms of office are three years and are renewable. Currently, the committee has four members. Audit committee meetings are held at least once every quarter. In 2025, the committee met four times.

Responsibilities and authorities of the Audit Committee

Adoption of or amendments to internal control systems pursuant to Article 14-1 of the Securities and Exchange Act
Assessment of the effectiveness of the internal control systems
Adoption of or amendments to material financial or operational procedures concerning the acquisition or disposal of assets, engaging in derivatives trading, lending funds to others, and endorsements or guarantees for others pursuant to Article 36-1 of the Securities and Exchange Act
Matters that involve personal interests of directors
Material transactions of assets or derivatives
Material loans, endorsements, or guarantees
Public offerings, issuance or private placement of any type of equity securities
Appointment or dismissal of certified public accountants of WNC and assessing such accountants’ remuneration
Appointment or dismissal of the officer-in-charge of finance, accounting, or internal auditing departments
Annual financial reports and second quarter financial reports that must be audited and attested by a CPA, which are signed or sealed by the chairperson, executive officers, and the accounting manager.
Any other material matters related to WNC or required by the competent authority

Resolutions pursuant to any of the preceding subparagraphs shall be subject to the consent by one-half or more of all Committee members, and then such resolutions shall be submitted to the Board of Directors for a resolution. If less than one-half or more of all the Committee members do not consent to a resolution pursuant to any of the preceding subparagraphs (except subparagraph 10), it may be adopted upon the consent of two- thirds or more of the entire Board of Directors. The resolution of the Committee shall be recorded in the meeting minutes of the Board of Directors.

Audit Committee Meeting Attendance Record in 2025

There are four members on the Audit Committee.
The term of the current Audit Committee runs from June 7, 2023 to June 6, 2026. A total of four Audit Committee meetings were convened in 2025. The attendance record of the Audit Committee members is as follows:

Name	Title	Attendance in person	Attendance rate in person (%)
Rosie Yu	Independent Director Chairperson of the Audit Committee	4	100%
Karen Hsin	Independent Director Member of the Audit Committee	4	100%
T. Y. Lay	Independent Director Member of the Audit Committee	4	100%
Lillian Chao	Independent Director Member of the Audit Committee	4	100%

Major resolutions of the main issues communicated in 2025

Date of the meeting	Content of Motions
The 9^th meeting of the 5^th session (February 26, 2025)	Approved WNC’s 2024 business report and financial statements Approved the proposal for distribution of 2024 profits Approved the proposal for amendments to the Articles of Incorporation Approved the proposal for amendments to WNC’s Pre-approval Policy for Non-assurance Services Approved the proposal for amendments to the Internal Control Systems and Internal Audit Implementation Rules and related control operations and applicable audit items Approved the proposal for the hiring of qualified CPAs from KPMG to serve as auditors for WNC’s 2025 Annual Report as well as to audit WNC’s audit fees in 2025 Approved the 2024 internal control system statement Approved the proposal for the capital increase into NeWeb Vietnam Co., Ltd.
The 10^th meeting of the 5^th session (May 7, 2025)	Approved the 2025 Q1 consolidated financial statements Approved the proposal for the capital increase into NeWeb Vietnam Co., Ltd.
The 11^th meeting of the 5^th session (August 6, 2025)	Approved the 2025 Q2 consolidated financial statements Approved the proposal for revision of the internal control mechanism for the stock affairs unit
The 12^th meeting of the 5^th session (November 5, 2025)	Approved the 2025 Q3 consolidated financial statements Approved the establishment of the Risk Management Policy and Procedures Approved the proposal for WNC’s 2026 annual audit plan

Description of communications between independent directors and both internal and independent auditors

Communications between the independent directors and the internal auditors:

The independent directors received monthly audit reports. The internal auditors presented the findings of their audit reports and communicated the status of follow-up implementation to members of the Audit Committee at their quarterly meetings.
Independent directors and internal auditors have communicated well. The main issues communicated in 2025 are presented as follows:

Date of the Meeting	Content of motions
The 9^th meeting of the 5^th session (Feb 26,2025)	Reviewed the findings of the 2024 Q4 audit reports Reviewed the results of the 2024 internal control self-assessment report Approved the proposal for amendments to the Internal Control Systems and Internal Audit Implementation Rules and related control operations and applicable audit items Reviewed and approved the 2024 Statement on the Internal Control Systems
The 10^th meeting of the 5^th session (May 7, 2025)	Reviewed the findings of the 2025 Q1 audit report
The 11^th meeting of the 5^th session (August 6, 2025)	Reviewed the findings of the 2025 Q2 audit report Reviewed and approved the revised internal control system for the stock affairs unit
Forum(Independent Remuneration Committee meeting) (November 5, 2025)	Reported on high risk audit non-conformities Reported on closure progress and explained the overdue remediation of audit findings from the past two years
The 12^th meeting of the 5^th session (November 5, 2025)	Reviewed the findings of the 2025 Q3 audit report Reviewed and approved the 2026 annual audit plan

Results: Communication matters between the independent directors and the internal auditors were reviewed or approved by the Audit Committee, with no objections from the independent directors.

Communications between the Independent Directors and the CPAs

The CPAs report to the independent directors at each quarterly audit committee meeting on the results of their audit or review of the quarterly financial statements, internal control audits and other relevant legal requirements, and fully communicate on whether there are any adjustments to the financial statements.
The independent directors and the CPAs have communicated well. The main issues communicated in 2025 are presented as follows:

Date of the Meeting	Content of motions
The 9^th meeting of the 5^th session (Feb 26,2025)	The CPAs presented the findings of the 2024 annual review on corporate finances, business performance, key audit items, and changes in accounting policy Explanation of KPMG Audit Quality Indicators (AQI) Reported on the latest regulatory changes and compliance matters Answered questions raised by the Audit Committee
The 10^th meeting of the 5^th session (May 7, 2025)	The CPAs presented the findings of the 2025 Q1 review on corporate finances, business performance, and changes in accounting policy Reported on the latest regulatory changes and compliance matters Answered questions raised by the Audit Committee
The 11^th meeting of the 5^th session (August 6, 2025)	The CPAs presented the findings of the 2025 Q2 review on corporate finances, business performance, and changes in accounting policy Reported on the latest regulatory changes and compliance matters Answered questions raised by the Audit Committee
Forum (Independent Committee meeting) (November 5, 2025)	Detailed the 2025 financial statement audit plan
The 12^th meeting of the 5^th session (November 5, 2025)	The CPAs presented the findings of the 2025 Q3 review on corporate finances, business performance, and changes in accounting policy Reported on the latest regulatory changes and compliance matters Answered questions raised by the Audit Committee

Results: The 2024 and 2025 quarterly financial statements have been reviewed and approved by the Audit Committee and reported to the Board of Directors, with no objections from the independent directors.

WNC’s Remuneration Committee is responsible for establishing and periodically reviewing the policies, systems, standards, and structure relating to the performance evaluation and compensation for WNC’s directors and executive officers as well as terms for evaluating and deciding compensation. The Remuneration Committee meets at least twice a year. Meetings may be convened as deemed necessary. The Committee shall invite the Board Chairman or CEO to attend Committee meetings. Attendees of Remuneration Committee meetings shall recuse themselves from meetings if issues to be discussed involve any personal interests. The Committee may also request directors, internal auditors, accountants, legal consultants, and other personnel to attend meetings and to provide them with relevant information.

WNC established the Remuneration Committee in October, 2011. The Committee exercises the due care of prudent administrators to perform the following duties, and the Committee submits its proposals to the Board of Directors for discussion:

Establish and periodically review the compensation policies, systems, standards, and frameworks relating to the performance evaluation and compensation for WNC’s directors and executive officers as well as terms for evaluating and deciding compensation.
Evaluate and decide compensation terms of directors and executive officers.

Remuneration Committee Members Attendance Status

There are four members on the Remuneration Committee
The term of the current Remuneration Committee runs from June 7, 2023, to June 6, 2026. A total of three Remuneration Committee meetings were convened in 2025. The attendance record of the Remuneration Committee members is as follows:

Name	Title	Attendance in person	Attendance rate in person (%)
T. Y. Lay	Independent Director Chairperson of the Remuneration Committee	3	100%
Karen Hsin	Independent Director Member of the Remuneration Committee	3	100%
Lillian Chao	Independent Director Member of the Remuneration Committee	3	100%
Rosie Yu	Independent Director Member of the Remuneration Committee	3	100%

Content of Important Motions in 2025

Date of the Meeting	Content of Motions
The 7^th meeting of the 5^th session (February 26, 2025)	Approved the proposal to adjust salaries of executive officers in 2025 Approved the proposal to adjust salaries of the Chairman & CSO and the President & CEO in 2025 Approved the proposal regarding distribution of employees' and directors' profit-sharing bonuses in 2024
The 8^th meeting of the 5^th session (August 6, 2025)	Approved the proposal regarding distribution of directors' profit-sharing bonuses in 2024 Approved the proposal regarding distribution of executive officers' profit-sharing bonuses in 2024
The 9^th meeting of the 5^th session (December 17, 2025)	Approved the proposal regarding the distribution of executive officers' performance bonuses in 2025 Approved the proposal regarding payment of corporate-shareholder representatives' profit-sharing bonuses in 2024

WNC established the Nominating Committee in November, 2023. The Committee exercises the due care of prudent administrators to perform the following duties, and submits proposals to the Board of Directors for discussion:

Formulate and review the composition of directors and executive officers, the qualifications of candidates for directors and executive officers, and the succession plans for directors and executive officers.
Select and assess candidates for board members and executive officers, evaluate the independence of independent directors, and submit a list of candidates to the board.
Formulate and review regulations relating to the establishment, duties and operation of committees under the Board of Directors and review the qualifications and potential conflicts of interest of members in said committees.
Formulate and implement continuous learning plans for directors.
Other matters that need to be handled by the Committee as stated in Board of Director resolutions.

Nominating Committee Members Attendance Status

There are five members on the Nominating Committee.
The term of the current Nominating Committee runs from November 1, 2023 to June 6, 2026. A total of two Nominating Committee meetings were convened in 2025. The attendance record of the Nominating Committee members is as follows:

Name	Title	Attendance in person	Attendance rate in person (%)
Haydn Hsieh	Chairman & CSO Chairperson of the Nominating Committee	2	100%
Frank F.C. Lin	Director Member of the Nominating Committee	2	100%
Karen Hsin	Independent Director Member of the Nominating Committee	2	100%
T. Y. Lay	Independent Director Member of the Nominating Committee	2	100%
Lillian Chao	Independent Director Member of the Nominating Committee	2	100%

Content of Important Motions in 2025

Date of the Meeting	Summary
The 4^th meeting of the 1^st session (August 6, 2025)	Approved the continuing education/training plan for directors (including independent directors) in 2025
The 5^th meeting of the 1^st session (December 17, 2025)	Presented report on the nomination plan for the election of the 12th Board of Directors (including independent directors)

To facilitate sustainable development and achieve related goals, WNC established a Sustainable Development Committee in November, 2024.

To assist the Board of Directors in implementing sustainable development measures and enhancing corporate governance to achieve sustainable operations, the responsibilities of the Committee are as follows:

Develop goals based on corporate sustainability directions and strategies, formulate related management policies, and outline specific implementation plans.
Monitor, review, and revise the execution and effectiveness of corporate sustainability developments.
Handle other matters that the Board of Directors has deemed the responsibility of the Committee.

Operational Information of Sustainable Development Committee

There are seven persons on the Sustainable Development Committee.
The term of the current Sustainable Development Committee runs from November 6, 2024 to June 6, 2026. A total of two Sustainable Development Committee meetings were held in 2025 and the attendance record of the members is as follows:

Name	Title	Attendance in person	Attendance rate in person (%)
Haydn Hsieh	Chairman & CSO Chairperson of the Sustainable Development Committee	2	100%
Jeffrey Gau	President & CEO Member of the Sustainable Development Committee	2	100%
T. Y. Lay	Independent Director Member of the Sustainable Development Committee	2	100%
Rosie Yu	Independent Director Member of the Sustainable Development Committee	2	100%
Apollo Shyong	General Plant Manager Member of the Sustainable Development Committee	2	100%
Amy Hsu	Chief Supply Chain Officer Member of the Sustainable Development Committee	2	100%
Jona Song	Chief Financial Officer and Corporate Governance Officer Member of the Sustainable Development Committee	2	100%

Main topics covered in 2025

Date of the Meeting	Content of Motions
The 1^st meeting of the 1^st session (May 7, 2025)	Reported on stakeholder communication status Reported on key projects Reported on honors and recognitions Approved the company's material sustainability topics Approved the company's sustainability management objective Approved the WNC 2024 Sustainability Report Approved the methods and results of identifying material risks and opportunities related to the disclosures made in accordance with the guidelines of the Taskforce on Climate-related Financial Disclosures and the Taskforce on Nature-related Financial Disclosures (TCFD and TNFD).
The 2^nd meeting of the 1^st session (Nov. 5, 2025)	Reported on stakeholder communication status Reported on key projects Reported on honors and recognitions Approved the company's material sustainability topics

Date of the Meeting

Content of Motions

The 1^st meeting of the 1^st session
(May 7, 2025)

Reported on stakeholder communication status
Reported on key projects
Reported on honors and recognitions
Approved the company's material sustainability topics
Approved the company's sustainability management objective
Approved the WNC 2024 Sustainability Report
Approved the methods and results of identifying material risks and opportunities related to the disclosures made in accordance with the guidelines of the Taskforce on Climate-related Financial Disclosures and the Taskforce on Nature-related Financial Disclosures (TCFD and TNFD).

The 2^nd meeting of the 1^st session
(Nov. 5, 2025)

Reported on stakeholder communication status
Reported on key projects
Reported on honors and recognitions
Approved the company's material sustainability topics