Audit Committee

The Committee shall convene at least once quarterly, and may call a meeting at its discretion whenever necessary. The Committee shall be composed of the entire number of independent directors. It shall not be fewer than three persons in number. The independent director members of the Committee shall serve a 3-year term, and may be re-elected to further terms.

Duties of the Audit committee

• The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
• Assessment of the effectiveness of the internal control system.
• 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.
• Matters in which a director is an interested party.
• Asset transactions or derivatives trading of a material nature.
• Loans of funds, endorsements, or provision of guarantees of a material nature.
• The offering, issuance, or private placement of equity-type securities.
• The hiring or dismissal of a certified public accountant, or their compensation.
• The appointment or discharge of a financial, accounting, or internal audit officer.
• Financial reports which are signed or sealed by the chairperson, managerial officer, and accounting officer.
• Other material matters as may be required by the Company or by the competent authority.

Priorities of the Audit Committee:

• The acceptable expression of the Company's financial statements.
• The selection (removal), independence and performance of the Certified Public Account (CPA).
• The effective implementation of the Company's internal control.
• The compliance with relevant laws and regulations by the Company.
• The control of the Company's existing or potential risks.

Remuneration Committee

Meetings of the Committee shall be held at least 2 times a year, and may call a meeting at its discretion whenever necessary. The Committee shall not be fewer than 3 persons and be appointed by a resolution of the board of directors. One of the members shall serve as convener.  The term of the Committee members shall be the same as that of the board of directors by whom they were appointed.

Priorities of the Compensation Committee:

Committee members must exercise the care of a prudent administrator to fulfill the following duties, and offer recommendations for discussion by the Board of Directors:

• Review the regulations periodically and put forward recommendations for corrections.
• Establish and review the performance targets, and institutions, standards and structure of the remuneration policies of the Company's Directors, Supervisors and managerial officers periodically.
• Periodically review the status of performance targets of the Company's Directors, Supervisors and determine the content and amount of remuneration to each individual.

Risk Management Committee

The Board of Directors of our company approved the establishment of the Risk Management Committee on August 2, 2022. The committee consists of a total of six members, with more than half of them being independent directors.（Please refer to the organizational structure）.Director SU, YUAN-MAO and independent director TU, SHU-CHYUAN and CHEN, KUANG-CHUNG have accumulated extensive experience in the semiconductor and electronics industry. Independent directors WEI, PAO-SHENG and HSU SHAN-KO possess professional knowledge in the fields of finance and economics. Additionally, Director Chen Liangji previously served as the Minister of Technology in the government and holds a concurrent position at a university, providing the company with professional support in technology and research. The Risk Management Committee is required to hold meetings at least twice a year, with the flexibility to adjust as needed. Additionally, it is mandated to provide a regular report on its operations to the Board of Directors in the fourth quarter of each year. In 2023, the Risk Management Committee convened on October 19 and presented its report to the board of directors on October 31.

Risk Management Policy:

On August 2, 2022, our company's Board of Directors approved the organizational regulations of the Risk Management Committee, establishing the committee's responsibility for comprehensive risk management, formulation of risk management policies and procedures to ensure effective control and management of the company's risks. It sets risk management standards, assesses various types of risks, and pays attention to overall risk management, assessment, and adjustment. It executes the risk management decisions of the board of directors, supervises the overall risk management mechanism, and ensures that policy execution complies with the board's guidance. It assists and oversees internal risk management activities, promotes internal interaction and communication within the organization to ensure that risk management is coordinated and effectively implemented throughout the company to address various risks and ensure effective risk management, thereby protecting the company's value. By adhering to the risk management policies and procedures approved by the board of directors and continuously adjusting to actual needs and environmental changes, the company can better withstand and sustainably address risk challenges and achieve corporate sustainability.The risk management procedures of the Risk Management Committee are as follows:

Risk Management Procedure:

The Risk Management Committee focuses on the overall risk management of our company. It conducts regular annual activities, including risk identification, analysis, assessment, response, and monitoring. Additionally, it provides risk reporting and disclosure to ensure our company can adapt to various internal and external risks.

1. Risk Identification: Conduct a comprehensive annual assessment of various risks across areas such as strategy, operations, finance, technology, and the environment.
2. Risk Analysis: Perform a comprehensive evaluation of identified risks, including analyzing the probability and severity of risk events, and distinguishing between quantifiable and non-quantifiable risks.
3. Risk Assessment: Prioritize risks based on the results of risk analysis and risk appetite, serving as a reference for subsequent response measures.
4. Risk Response and Monitoring: For prioritized risks, choose appropriate response strategies and establish corresponding plans to effectively manage risks.
5. Risk Reporting and Disclosure: The Risk Management Committee reports on risk management to the Board of Directors annually.

     State of operations of the Audit Committee 

Committee Members

Audit Committee Meeting Agenda and Resolution

 (Y2023) Audit Committee Meeting Agenda and Resolution

 (Y2022) Audit Committee Meeting Agenda and Resolution

Remuneration Committee Meeting Agenda and Resolution

(Y2023)Remuneration Committee Meeting Agenda and Resolution

 (Y2022)Remuneration Committee Meeting Agenda and Resolution

Communication Situation between Independent Directors and CPA (Semiannually)

 Communication Situation between Independent Directors and CPA

Communication situation between independent directors and internal audit executive

 Communication situation between independent directors and internal audit executive