Committees

Audit Committee

Committee Duties
The Audit Committee is responsible to review the following major matters:

1. To formulate or amend the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
2. Evaluation of the effectiveness of the internal control system.
3. According to the provisions of Article 36-1 of the Securities and Exchange Act, stipulate or amend major financial activities, dealing with the acquisition or disposal of assets, financial derivatives transactions, lending funds to others, and endorsement or guarantee for other parties.
4. Matters involving the directors’ own interests.
5. Major assets or derivatives commodity transactions.
6. Major capital loans, endorsements or guarantees.
7. Raising, issuing or private placement of equity securities.
8. The appointment, dismissal, remuneration and assessment of independence and competence of certified accountants.
9. Appointment and termination of financial, accounting or internal audit supervisors.
10. The annual financial report signed or sealed by the Chairman, CEO and accounting supervisor.
11. Other important matters specified by the Company or competent authorities.

Independent Director (Convener): Bing-Quan Shi
Independent Director: Pei-Jun Hong
Independent Director: Ying-De Wu

Committee Operations
The operation of the audit committee is in accordance with the Company's "Audit Committee Charter". Meetings are held at least one every quarter. For the convening of a committee meeting and the attendance of each member, please refer to the Market Observation Post System.

Compensation Committee

Committee Duties

1. Regularly review the organizational procedures of the Compensation Committee and propose amendments.
2. Regularly evaluate the performance goals achievement of the Company directors and managers and determine the content and amount of their remuneration based on the evaluation results obtained from the performance evaluation standards.

Committee Member (Convener): Pei-Jun Hong
Committee Member: Bing-Quan Shi
Committee Member: Ying-De Wu

Committee Operations
The Compensation Committee is operated in accordance with the Company's "Compensation Committee Charter". Regular meetings are held at least twice a year. For the convening of a committee meeting and the attendance of each member, please refer to the Company's annual reports and the Market Observation Post System.

Risk Management Team

Risk Management Policies and Procedures

In Nov. 2021, the BOD approved the establishment of "risk management policies and procedures" as the highest guiding principle of the SPC's risk management.

Management category

Our risk management includes the management of "hazard risk", "operational risk", "financial risk", "strategic risk", "compliance risk", "contract risk", "information security risk" and "other risks".

Organization

Our risk management organizational structure and related responsibilities are as follows:

Ⅰ. BOD

It is the highest decision-making unit of risk management policy, responsible for approving, reviewing and supervising the company's risk management policy to ensure the effectiveness of risk management.

Ⅱ. Audit Office

It is an independent unit under the board of directors. It formulates an annual audit plan based on the risk assessment results every year, and implements audit operations according to the plan, assists the board of directors in supervising and controlling potential risks in the implementation of decisions, and ensures that all operational risks are effectively controlled.

Ⅲ. Risk Management Team

It is led by the general manager as the convener, and the heads of each functional unit as team members, responsible for the company's risk monitoring, measurement and evaluation and other executive-level affairs.

Ⅳ. Functional Units

Each functional unit evaluates the possibility of occurrence of each risk and the degree of impact and impact according to its duties, formulates necessary measures and implements them, and properly manages various risks; the supervisors of each functional unit implement and ensure that the risk control mechanism and The program can be executed effectively.

Operating situation

We actively promote the implementation of the risk management mechanism, regularly conduct risk assessments and report the operation situation to the BOD once a year. We submit the 2022 annual risk assessment report to the BOD in December 2022, including risk assessment and the risk control measures adopted and the operation status of risk management.

Corporate Governance Officer

The BOD was approved to appointed Ching-Fen Lin as the corporate governance officer to be responsible for corporate governance-related matters on Nov. 9, 2022.

Terms of Reference

The main business of Corporate Governance Officer is as follows:

Ⅰ. Handling matters relating to board meetings and shareholders meetings according to laws.

Ⅱ. Producing minutes of board meetings and shareholders meetings.

Ⅲ. Assisting in onboarding and continuous development of directors and supervisors.

Ⅳ. Furnishing information required for business execution by directors and supervisors.

Ⅴ. Assisting directors and supervisors with legal compliance.

Ⅵ. Other matters set out in the articles or corporation or contracts.

Annual Study Status

The corporate governance officer took office in November 2022 and completed 18 hours of training in 2023 as required.