FY Group Limited

Diversity of the board of directors:

The composition of the board of directors of the Company is based on the “Corporate Governance Code” and the “Director Election Measures,” with the diversity of the board members taken into account from various aspects. The Company has a total of nine directors, including four independent directors; the members have rich experience and expertise in the fields of finance, commerce, industrial technology and operation management. 8 are of Republic of China nationality and 1 is of Singaporean nationality. Currently, all directors are male. In the future, we will focus on gender equality in the composition of the board of directors and set up at least 10% of directors of different genders. Among them, three Directors are over 70 years old, three Directors are between 50 and 70, and three Directors are under 50.

The Company pays attention to the independence of board members, and the goal of diversification management policy is to have rich experience and expertise in the fields of finance, commerce, industrial technology and operation management. The management goals were achieved in 2024. More diversification situations of board members are as follows:

In the current term of the Company's Board of Directors, less than one-third of the seats are held by either gender, and all directors are currently male. In the future, the Company will continue to invite appropriate female candidates to join the Board in accordance with the above-mentioned goal to strengthen the goal of gender equality and balance in the composition of the Board of Directors. The Company's next Board of Directors will have no less than one director of a different gender, gradually moving towards the goal of increasing gender diversity among directors.

Independence of the Board of Directors:

There are nine seats on the board of directors of the Company, four of which are independent directors, accounting for 4/9 of the seats. For the independence of the board of directors, please refer to Three. II (I) 1. Names of directors and supervisors, work experience (academic level), shareholdings and nature, as well as Three. II (I) 5. Disclosure of information on the professional qualifications of directors and the independence of independent directors. As can be seen from the above-mentioned director information table, the Company has established an Audit Committee to replace the position of supervisor, and the proportion of directors who are not spouses or relatives within the second degree of kinship is more than 77.78% of the seats.

The Company reviews the qualifications of independent directors in compliance with relevant laws and regulations every year, and reports the review results to the board of directors. The latest reporting date as of the publication date of the annual report is March 13, 2025.

Succession Planning for Board Members and Key Management:

Three directors on the company's board are over 70 years old, and three others are under 50. The company has planned a succession strategy focused on lowering the average age of directors and enhancing their experience in home and living industry-related fields. Independent directors will be nominated primarily based on their financial, industrial, and technological expertise.

Regarding the Group CEO position, the company is currently planning to have the Chief Operating Officer (COO) provide initial approval before submitting it to the CEO for final decision. Management meetings will also gradually include participation from the Chief Supervisor level.