Audit committe

Operation situation of audit committee: It is stipulated in the Articles of Association that the company shall set the audit committee; the audit committee shall be composed of the whole independent directors, whose number shall be not less than 3, besides, at least 1 person shall have the accounting or financial expertise

The company formally established the audit committee on June 8, 2020 after the regular shareholders’ meeting elects the 3 independent directors.

It support the Board of Directors in upholding the quality and integrity of the Company through the implementation of relevant accounting, auditing, financial reporting procedures and financial controls

Official powers of the audit committee

(1) Adoption or amendment of an internal control system pursuant to Article 14-1 of Securities and Exchange Act.
(2) Assessment of the effectiveness of the internal control system.
(3) Adoption or amendment, pursuant to Article 36-1 of Securities and Exchange Act, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, or endorsements or guarantees for others
(4) A matter bearing on the personal interest of a director.
(5) A material asset or derivatives transaction.
(6) A material monetary loan, endorsement, or provision of guarantee.
(7) The offering, issuance, or private placement of any equity-type securities.
(8) The hiring or dismissal of a certified public accountant, or the compensation given thereto.
(9) The appointment or discharge of a financial, accounting, or internal auditing officer.
(10) Annual and semi-annual financial reports. The major financial Statements shall also be signed or sealed on each page by the issuer’s chairperson, managerial officer, and principal accounting officer.
(11) Any other material matter so required by the company or the Competent Authority.

Review Annual Financial Report

The Board of Directors has prepared the business report of 2021, 2022 First、 second third quarter consolidated Financial Statements. and proposal for profit distribution of 2022 first half. After auditing the financial statements, were duly audited by PwC TW Mr. Lin, Yung-Chih and Mr. Tien, Chung-Yu they issued recorded unqualified opinion auditing report. After reviewing the business report, financial statements and proposal for profit distribution, this Audit Committee found no nonconformity

Assessment of the effectiveness of the internal control system

The Audit Committee has assessed the effectiveness of the Company's internal control system policies and procedures (including control measures such as finance, operation, risk management, information security, outsourcing, regulatory compliance, etc.) and audited The Company's audit department and CPAs, as well as management's periodic reports, including risk management and regulatory compliance. The Audit Committee believes that the Company's risk management and internal control systems are effective and that the Company has adopted the necessary control mechanisms to supervise and correct violations.

Operation situation of the Audit Committee

Main Experience/ Education Background of audit committee members.

To perfect the corporate governance, enhance the remuneration management function of the board of directors, assist in executing and evaluating the remuneration of the company board directors and managers, the company set the Remuneration committee through the resolution of the board resolution on December 22, 2011, and passed the organizational rules of the Remuneration Committee. Composition, duties and operation situation of the Committee are and follows

Note 1: please respectively fill in board director, independent director or other in the column of identity.
Note 2: for the member who meets the following conditions 2 years before election and during the tenure, tick “v” in the box under the condition code.

1. Not employees who belong to the company or its affiliated enterprises.
2. Not board directors and supervisors who belong to the company or its affiliated enterprises (independent directors who belong to the company or its parent company, or the subsidiary for whom set according to the law or the law of local region not be subject to this limit).
3. Not the person, his/her spouse and minor children, or natural person shareholders who hold in the name of others over 1% of the issued shares of the company or whose shareholding ranks top 10.
4. Not the spouse or relative within the second degree, or blood relatives within the third degree of managers listed in (1) or personnel listed in (2), (3).
5. Not directors who directly hold more than 5% of the total issued shares of the company, the top five shareholders, or directors, supervisors or employees of corporate shareholders who appoint representatives as company directors or supervisors in accordance with Article 27, paragraph 1 or 2 (However, if the independent directors established by the company and its parent company, subsidiary company or subsidiary of the same parent company in accordance with this law or local national laws and regulations are concurrently held by each other, it is not limited)
6. Not directors, supervisors or employees of other companies with more than half of the shares that are on the board of directors of the company or have voting rights controlled by the same person (However, if the independent directors established by the company and its parent company, subsidiary company or subsidiary of the same parent company in accordance with this law or local national laws and regulations are concurrently held by each other, it is not limited)
7. Not directors and supervisors of other companies or organizations who are the same person or spouse with the company’s chairman, general manager or equivalent (However, if the independent directors established by the company and its parent company, subsidiary company or subsidiary of the same parent company in accordance with this law or local national laws and regulations are concurrently held by each other, it is not limited)
8. Not directors, supervisors, managers or shareholders holding more than 5% of shares in specific companies or institutions that have financial or business dealings with the company (However, if a specific company or institution holds more than 20% of the total issued shares of the company, but not more than 50%, and if the independent directors established by the company and its parent company, subsidiary company or subsidiary company of the same parent company in accordance with this law or local national laws and regulations serve concurrently, they are not limited to this)
9. Not professionals, sole proprietorships, partnerships, companies or business owners, partners, directors, supervisors, managers of institutions and their spouses that provide audits for companies or related companies or have business, legal, financial, accounting and other related services whose cumulative amount of remuneration in recent two years has not exceeded NT$500,000. However, members of the Remuneration committee, Public Acquisition Review Committee, or M&A Special Committee that perform their duties in accordance with the relevant laws and regulations of the Securities Exchange Act or the Corporate M&A Act are not limited to this.
10. Do not have any of various situations in Article 30 of the Company Act.

The function of the Compensation Committee is to evaluate the compensation policies and systems of the Company's directors, supervisors and managers from a professional and objective standpoint, to meet at least twice a year, and to meet as often as necessary to make recommendations to the Board of Directors for their reference in making decisions.
The Compensation Committee shall faithfully perform the following duties and responsibilities from a professional and objective perspective.

1. To prepare proposals for the compensation of directors, supervisors and managers, and their periodic evaluation reports.
2. To prepare and periodically review the performance evaluation of directors, supervisors and managers.
3. To prepare and regularly review the Company's policies, systems, standards and structures for compensation.
4. Other matters to be referred by the Board of Directors.

1. Salary management is in line with the company’s compensation philosophy.
2.With respect to the performance assessment and remuneration of directors, supervisors and managerial personnel of the company, it shall refer to the typical pay levels adopted by peer companies, and take into consideration the reasonableness of the correlation between remuneration and individual performance, the company's business performance, and future risk exposure.
3.It shall not produce an incentive for the directors or managerial officers to engage in activity to pursue remuneration exceeding the risks that the company may tolerate.
4.It shall take into consideration the characteristics of the industry and the nature of the company's business when determining the ratio of bonus payout based on the short-term performance of its directors and senior management and the time for payment of the variable part of remuneration.

Information of operation situation of Remuneration Committee