About Brinno

Brinno started its design business in 2003 and since then has built its reputation as a professional design power house with a solid clientele of world class tech firms.

In 2009, Brinno envisioned growth in the imaging technologies market, particularly the potentials of time lapse video for instant sharing. Leveraging its design experience plus image processing and power saving technologies, Brinno has produced a logoed family of portable time lapse cameras that can be widely used for both business and leisure activities.

Brinno is the first company focused on the advancement of time lapse photography. Hardware and software solutions are designed in-house to transform the traditionally complicated and expensive time lapse market. A simpler and cheaper time lapse experience is our promise. We continue to push boundaries by ensuring that quality time lapse is accessible to a wide audience including mass market consumers.

Our popular branded products are carried by distribution channels worldwide.

Management Team

Corporate Governance Structure

Board of Directors

Diversity Policy for the Board Members

The board of directors of Brinno shall be responsible for the shareholders meetings. The various procedures and arrangements of its corporate governance system shall ensure that, in exercising its authority, the board of directors complies with laws, regulations, its articles of incorporation, and the resolutions of its shareholders meetings. The structure of Brinno’s board of directors shall be determined by choosing an appropriate number of board members, not less than five, in consideration of its business scale, the shareholdings of its major shareholders, and practical operational needs. The composition of the board of directors has taken diversity into consideration and formulating an appropriate policy on diversity based on the company’s business operations, operating dynamics, and development needs. It is advisable that the policy include the following two general standards：

1. Basic requirements and values: Gender, age, nationality, and culture.

2.Professional knowledge and skills: A professional background (law, accounting, industry, finance, marketing, technology, etc.), professional skills, and industry experience governance.

All members of the board shall have the knowledge, skills, and experience necessary to perform their duties. To achieve the ideal goal of corporate , the board of directors shall possess the following abilities: ability to make operational judgment、perform accounting and financial analysis、conduct management administration、conduct crisis management、lead and make policy decisions、knowledge of the industry、an international market perspective. Among the 7 directors of Brinno’s 7th board of directors, all directors have extensive industry experience, and their combination of age, gender(5 males、2 females) , education background(including electrical, mechanical, financial management and information management), industry experience (served as engineer, chairman, President and other positions in technology companies in various industries) and independent director service tenure(2 person under 4 years, 1 person over 4 years) presents a diversified and complementary situation, which can support the company to achieve medium and long-term strategic goals and maintain key elements of sustainable development. All appointments to the board of directors are based on the principle of meritocracy, and the benefits of diversity of board members are fully taken into consideration when considering candidates with objective conditions. Specific management objectives: 1.each director can have difference industry experiences; 2.at least one female director. The current status: 1.All board members have difference industry experiences, and the achievement rate is 100%; 2.there are 2 female directors, and the achievement rate is 100%.

Audit Committee

Audit Committee The audit committee assists the Board in fulfilling its responsibility and duty for oversight of the Company Act, Securities and Exchange Act, and such other related laws and regulations. The main function of the audit committee is to supervise the following matters: fair presentation of the financial reports, hiring and dismissals, independence, performance of certificated public accountants, the effective implementation of the internal control system, compliance with relevant laws and regulations by Brinno, management of the existing or potential risks of Brinno. This committee is composed of independent directors. The audit committee may, by resolution, request relevant department officers, internal auditors, certified public accountants, legal counsels, or other personnel to attend the meeting as nonvoting participants and provide pertinent and necessary information. The powers of the Committee are as follows:

1. The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
2. Assessment of the effectiveness of the internal control system.
3. The adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others.
4. Matters in which a director is an interested party.
5. Asset transactions or derivatives trading of a material nature.
6. Loans of funds, endorsements, or provision of guarantees of a material nature.
7. The offering, issuance, or private placement of equity-type securities.
8. The hiring or dismissal of a certified public accountant, or their compensation.
9. The appointment or discharge of a financial, accounting, or internal audit officer.
10. 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, managerial officer, and accounting officer.
11. Other material matters.

Remuneration Committee

Members of the Remuneration Committee

Animportant aspect of corporate governance and risk management is the Remuneration Committee. The board will establish the committee and approve the Remuneration Committee Charter to intensify corporate governance and consolidate the director and executive compensation programs. This committee is composed of independent directors. The committee may request directors, managers of relevant departments, internal audit officers, certified public accountants, attorneys, or other personnel of this Corporation to attend the meeting as non-voting participants and to provide pertinent and necessary information.

Authority of the Remuneration Committee

The Committee shall be an administrator and faithfully perform the following duties, while also presenting recommendations to the board of directors for discussion:

1. Periodically reviewing this Charter and make recommendations for amendments.
2. Establish and periodically review the annual and long-term performance goals of the directors and managerial officers of Brinno and the policies, systems, standards, and structure for their compensation.
3. Periodically assess the degree to which performance goals for the directors and managerial officers of Brinno have been achieved, and setting the types and amounts of their individual compensation.

The Committee shall perform the duties under the preceding paragraph in accordance with the following principles:

1. Ensure that the compensation arrangements of Brinno comply with applicable laws and regulations and are sufficient to recruit outstanding talent.
2. Performance assessments and compensation levels of directors and managerial officers shall take into account the general pay levels of the industry, the time spent by the individual and their responsibilities, the extent of goal achievement, their performance in other positions, and the compensation paid to employees holding equivalent positions in recent years. Also to be evaluated are the correlations between the individual's performance and Brinno's operational performance and future risk exposure, with respect to the achievement of short-term and long-term business goals and the financial position of Brinno.
3. There shall be no incentive for the directors or managerial officers to pursue compensation by engaging in activities that exceed the tolerable risk level Brinno.
4. For directors and senior managerial officers, the percentage of bonus to be distributed based on their short-term performance and the time for payment of any variable compensation shall be decided with regard to the characteristics of the industry and the nature of Brinno's business.
5. The content and amount of remuneration for directors and managers should be determined based on rationality. Decisions on remuneration for directors and managers should not deviate significantly from financial performance.
6. No member of the Committee may participate in discussions and voting when the Committee is deciding that member's individual compensation.

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