Board of Directors and Functional Committees

Board of Directors Audit Committee Compensation Committee

Board of Directors Membership and Resume
Board of Director's Assessment of Performance
Directors Implement Board Diversity Policy
Directors and Managers' liability insurance
Major Resolutions of Board Meetings

Board of Directors Membership and Resume

Position

Name, Education & Experience, Major Current Positions

Chairman
FANG,MING-CHING
Education & Experience
- Mechanical Engineering of Cheng-Shiu Junior College
- Chairman of Kunhexing Building Materials Co., Ltd.
Major Current Positions
- Chairman and General Manager of PANJIT International Inc.
Director
FANG,MING-TSUNG
Education & Experience
- Civil Engineering of Cheng-Shiu Junior College
- Chairman of MILDEX OPTICAL INC.
Major Current Positions
- Chairman of MILDEX OPTICAL INC.
Director
CHUNG,YUN-HUI
Education & Experience
- Electronic Engineering of China Junior College of Technology
- Factory Manager of Rectron Limited
Major Current Positions
- Director of PANJIT INTERNATIONAL INC.
Juristic-Person Director
KINGMAO INVESTMENT CO.,LTD.Representative: Lin, Hong-Guang
Education & Experience
- MBA, City University of New York ( Brooklyn College)
- Managing Partner,CPA of EY Taiwan
Major Current Positions
- Chairman, EY Cultural and Educational Foundation
Juristic-Person Director
KINGMAO INVESTMENT CO.,LTD.Representative:LIN, QUN-XIANG
Education & Experience
- M.S.Engineering Management, University of Southern California
Major Current Positions
- Director of Toothfilm INC.
Juristic-Person Director
KINGMAO INVESTMENT CO.,LTD.Representative:CHEN, ZUO-MING
Education & Experience
- Master of Business Management, Sun Yat-Sen University
- General Manager of Greater China Business of Yageo Corporation
Major Current Positions
- Chief Operating Officer of PANJIT International Inc.
- Corporate Director, Representative of Champion Microelectronic Corp.
Independent Director
CHEN,YI-CHENG
Education & Experience
- Master of Finance ,National Sun Yat-sen University
- Vice General Manager of FENG SHEHG ENTERPRISE COMPANY
- Vice General Manager and Spokesperson of Asia Vital Components Co.,Ltd.
Major Current Positions
- Director and Vice President of Asia Vital Components Co.,Ltd.
Independent Director
FAN,LIANG-FU
Education & Experience
- MS, Ch.E. Dept., N University of Oklahoma
- Chief Operating Officer of Hermes Epitek Corp.
- Chief Operating Officer of Lam Research Corporation
- Factory Manager of Texas Instruments Incorporated.
- Vice General Manager of Hermes Microvision, Inc.
- Vice General Manager of Hermes Epitek Corp.
Major Current Positions
- Vice General Manager of Hermes Epitek Corp.
Independent Director
ZHU, JUN-XIONG
Education & Experience
- Master's degree in Legal Studies, National Chung Hsing University
- Managing Partner of Quanying International Law Firm
- Independent Director of S-TECH Corp.
Major Current Positions
- Managing Partner of Quanying International Law Firm
- Independent Director of Gloria Material Technology Corp.
- Independent Director of Honey Hope Honesty Enterprise Co., Ltd.
- Independent Director of D-Link Corporation
Independent Director
DAI, YI-ZHI
Education & Experience
- Master of Engineering, University of Toronto, Canada
- Vice President of Sunplus Technology Co., Ltd
- General Manager of Industrial Technology Investment Corporation.
- General Manager of Xinqiao United Co., Ltd
Major Current Positions
- General Manager of Xinqiao United Co., Ltd
- Chairman of Choice Biotech Inc.

注釈

The term of above Board of Director were from 14 June, 2023 to 13 June, 2026.

The power of Board of Directors

The main functions and powers of the board of directors of the company are to guide the company's strategy, supervise the management level, various operations and arrangements of the corporate governance system, be responsible to the company and the shareholders' meeting, and exercise powers in accordance with the laws and regulations of the company's articles of association or the resolutions of the shareholders' meeting.

Board of Director's Assessment of Performance

The company has established a “Regulations Governing the Board and Functional Committees Performance Evaluation”, which performs at least one internal board performance evaluation every year, and uses the evaluation results as a reference basis for selecting or nominating directors. The result of 2021 is as below.

評估類型

評估方法 / 評分標準 / 評分結果

Overall board performance assessment
Evaluation Method

The assigned group according to the actual operation to assess the assessment.
Grading criteria
- Participation in the operations of the Company;
- Improvement of the quality of the board of directors' decision making;
- Composition and structure of the board of directors;
- Election and continuing education of the directors;
- Internal control
Evaluation Results
- The score was 97.56 points. The results showed that the overall operation of the board of directors was still perfect and in line with the spirit of corporate governance.
- The above performance evaluation results were reported to the board of directors on March 25, 2022.
Individual Board Members Performance
Evaluation Method

Self-assessment by Board members
Grading criteria
- Familiarity with the goals and missions of the company;
- Awareness of the duties of a director;
- Participation in the operations of the Company
- Management of internal relationship and communication;
- The director's professionalism and continuing education;
- Internal control
Evaluation Results
- The overall average score was 97.62 points, and the results showed that the directors have positive commend on the efficiency and effect of the performance indicators.
- The above performance evaluation results were reported to the board of directors on March 25, 2022.

Directors Implement Board Diversity Policy

In order to implement corporate governance, enhance the functions of the board of directors, and improve the structure of the board of directors, the company has formulated a “Board Diversity Policy” in accordance with Article 20 of the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” for compliance.

The specific management objectives and implementation of the diversity policy of the board of directors of the Company and the implementation of the diversity policy are as follows:

(1) 董事會成員多元化政策之具體管理目標與達成情形：

管理目標	達成情形	說明
具公司員工身分之董事不宜逾董事席次三分之一	達成	本公司本屆董事會七席成員中僅兩席具公司員工身分(占比為28.6%)，未逾董事席次三分之一
延攬不同專業背景、技能及產業經歷等之人才	達成	1. 本公司上屆董事會成員之專業能力多偏重於財務會計背景(共三名，占比為42.9%)，為使董事會組成更加完善，擬定增設一席具法律背景之董事成員為管理目標，並已於109年6月12日之董事改選達成。新任獨立董事陳仕振為執業律師，其學經歷資訊請參閱董事會成員及簡歷。 2. 本公司本屆董事會七席成員係由分別具有機械工程、電子工程、土木、國際企業管理、財務管理、化學工程、法律等專業背景、技能及產業經歷之業界人士組成。
年齡分布平均	達成	本公司本屆董事會七席成員中，董事年齡50歲以下者共1人(占比為14.2%)，介於50歲至60歲者共2人(占比為28.6%)，61歲至70歲者共2人(占比為28.6%)，71歲以上者共2人(占比為28.6%)，未有董事年齡分布集中之情形。
獨立董事連續任期不宜逾三屆	達成	本公司本屆董事會三席獨立董事成員之連續任期皆未逾三屆

(2) 本公司董事會成員多元化政策落實情形如下：

面向一：基本組成

職稱	姓名	國籍	性別	兼任本公司員工	獨立董事年資分布情形			董事年齡分布情形
職稱	姓名	國籍	性別	兼任本公司員工	3年以下	3-9年	9 年以上	50歲以下	50-60歲	61-70歲	71歲以上
董事長	方敏清	中華民國	男	v		不適用				v
董事	鍾運輝	中華民國	男			不適用					v
董事	金茂投資股份有限公司代表人：方敏宗	中華民國	男	v		不適用				v
董事	金茂投資股份有限公司代表人：林鴻光	中華民國	男			不適用				v
獨立董事	陳易成	中華民國	男			v			v
獨立董事	范良孚	中華民國	男			v					v
獨立董事	陳仕振	中華民國	男		v			v

面向二：背景經歷

職稱	姓名	專業背景	專業技能			產業經歷
職稱	姓名	專業背景	經營決策與管理	財務分析與決策	法律實務	製造業	特定專業服務
董事長	方敏清	V	V			V
董事	鍾運輝	V	V			V
董事	金茂投資股份有限公司代表人：方敏宗	V	V			V
董事	金茂投資股份有限公司代表人：林鴻光	V		V			V(會計師事務)
獨立董事	范良孚	V		V		V
獨立董事	陳易成	V	V			V
獨立董事	陳仕振	V			V		V(律師事務)

面向三：整體能力

職稱	董事姓名	多元化核心項目
職稱	董事姓名	營運判斷能力	會計及財務分析能力	經營管理能力	危機處理能力	產業知識	國際市場觀	領導能力	決策能力
董事長	方敏清	v	✽	v	v	v	v	v	v
董事	鍾運輝	v	✽	v	v	v	v	v	v
董事	金茂投資股份有限公司代表人：方敏宗	v	✽	v	v	v	v	v	v
董事	金茂投資股份有限公司代表人：林鴻光	v	v	v	v	v	v	v	v
獨立董事	陳易成	v	v	v	v	v	v	v	v
獨立董事	范良孚	v	✽	v	v	v	v	v	v
獨立董事	陳仕振	v	✽	v	v	v	v	v	v
(註)✽係指具部分能力

Directors and Managers' liability insurance

1. In order to strengthen the company's risk management and protect shareholders' rights and interests, the Company has insured liability insurance for directors and managers.
2. The Company purchased liability insurance for directors and managers in 2022 years as follows:

投保對象

全體董事及經理人
保險公司

新安東京海上產物保險(股)公司
投保金額

US$3,000,000
投保期間

2022.03.08 ~ 2023.03.08
董事會報告日期

2022.03.25

Major Resolutions of Board Meetings

2022.08.10

Adoption of the Company's 2nd Quarter 2022 Financial Statements.

Approved to abandon the unused endorsement and guarantee facilities in subsidiaries.

Approved to revoke the approved but not yet implemented PAN-JIT ASIA INTERNATIONAL INC. capital increase case.

Approval of the application for comprehensive credit line, foreign exchange comprehensive line and financial product transaction line.

Approval of amended "Outbound Investment Procedures" of the Company.

Approved the Company's implementation of the "employee shareholding trust".

Approval of the fund raising proposal of the company's manager "employee shareholding trust".

Approval of the Company's 2nd Quarter 2022 performance bonus for managerial officers.
2022.05.10

Adoption of the Company's 1st Quarter 2022 Financial Statements.

Approval of the application for comprehensive credit line, foreign exchange comprehensive line and financial product transaction line.

Approval of the Company's 1st Quarter 2022 performance bonus for managerial officers.

Approval of 2021 employee bonus distribution plan.

Approval of 2021 Director bonus distribution plan.

Approval of the remuneration adjustment of independent directors of the Company.
2022.05.03

Approval of cash capital increase private common stock proposal.

Approval of the relevant matters for convening the Company's 2022 annual general meeting (newly added shareholder's annual general meeting).
2022.03.25

Approved of the distribution of the directors' 2021 compensation .

Approved of the distribution of the directors' and employees' 2021 compensation.

Approved the 2021 Business Report and Financial Statements.

Approved the Proposal for distribution of 2021 profits.

Approved of the Certified Public Accountants and assess the accountants's independence, appointment and remuneration.

Approval of capital loan and structural adjustment.

Approval of the transfer of creditor's rights between the Company's subsidiaries.

Approval of the investment structure adjustment proposal.

Approval of the Company's subsidiary to apply for a joint bank credit line, apply to the Company for an endorsement guarantee.

Approved of the application for General credit lines , foreign credit lines ,and derivatives transactions lines.

Approval of Changes to the Funds Utilization Plan of the Company's 2021 Issuing Common Stock for Cash and Issuing Global Depositary Receipt.

Approval of the Company's cancellation of the investment in the mainland through the capital increase of PAN-JIT ASIA INTERNATIONAL INC.

Approved to issue 2021 assessment of the effectiveness and Statement of Internal Control System.

Approval of amendments to the Company's rules and regulations.

Approval of amended "Procedure for Acquisition and Disposal of Assets" of the Company.

Approval of amendments to the Company's Articles of Incorporation.

Approval of amendments to the Rules of Procedure for Shareholder Meetings.

Approval of amendment to the Company's "Rules for Election of Directors".

Approval of the relevant matters for convening the Company's 2022 annual general meeting.
2022.02.14

Approval of the Company's public acquisition of common shares of Champion Microelectronic Corp.

Approval of the application for performance bond from a financial institution.

Approval of capital loan and structural adjustment.

Approval of the transfer of creditor's rights between the Company's subsidiaries.
2022.01.14

Approval of the Company's 2022 business plan.

Approval of the application for comprehensive credit line, foreign exchange comprehensive line and derivative financial product transaction line.

Approval of the cancellation of the comprehensive credit line, foreign exchange comprehensive line and financial product transaction line Approval of by the Board of Directors in 2021 but not used.

Approval of application on the other hand, a draft consent form.

Approval of the Company's 4th Quarter 2021 performance bonus for managerial officers.

Approval of the Company's 2021 annual bonus for managerial officers.

Approval of salary adjustment for the Company's managerial officers.

Approval of salary adjustment for the Company's Directors.

Approval of the Company's 2021 director remuneration and performance assessment.

Approval of discharging the Company's managerial officers.

2021.11.10

Approved 2022 audit plan.

Approved of the capital expenditure budget.

Approved of the application for General credit lines, foreign credit lines, and derivatives transactions lines.

Approved of the Managers' performance bonus for 3rd Quarter 2021.
2021.10.12

Approved to sign of the technology transfer Agreement of panel-level package process.
2021.08.11

Approved to issue new common shares for cash to sponsor GDR offering.

Approved to invest in the Mainland China by increasing the capital of PAN-JIT ASIA INTERNATIONAL INC.

Approved of the application for General credit lines, foreign credit lines, and derivatives transactions lines.

Approved to amend the issuance of restricted stock awards (RSA) of 2021.

Approved of the Managers' performance bonus for 2nd Quarter 2021.

Approved of the Managers' 2020 compensation.

Approved of the distribution of the directors' compensation for 2020.
2021.06.23

Approved to change the date of 2021 Annual Shareholders' Meeting.
2021.05.11

Approved of the application for General credit lines , foreign credit lines ,and derivatives transactions lines.

Approved of the Negative pledge.

Approved of the Managers' performance bonus for 1st Quarter 2021.
2021.03.26

Approved of the distribution of the directors' 2020 compensation .

Approved of the distribution of the directors' and employees' 2020 compensation .

Approved the 2020 Business Report and Financial Statements.

Approved the Proposal for distribution of 2020 profits.

Approved of the Certified Public Accountants and assess the accountants's independence, appointment and remuneration .

Approved to issue 2020 Assessment of the effectiveness and Statement of Internal Control System.

Approved the acquisition of PAN-JIT ASIA INTERNATIONAL INC. common shares.

Approved of the Syndicated-loan.

Approved to issue new common shares for cash to sponsor GDR offering.

Approved the proposed issuance of restricted stock awards (RSA).

Approved to amend "Rules of Procedure for Shareholders Meetings".

Approved of the company's asset transaction.

Approved to ‎convene 2021 regular shareholders' meeting.
2021.01.22

Approved of the tender offer for the common shares of Alltop Technology Co., Ltd.

Approved of the application for Performance Letter of Guarantee of Financial Institutions.

Approved of the application for general credit lines , foreign credit lines ,and derivatives transactions lines.

Approved to abandon the application for general credit lines , foreign credit lines ,and derivatives transactions lines that approved by the board during 2020.

Approved 2021 Business Plan.

Approved to enlarge and amend regulations.

Approved of the Managers' performance bonus for 4th Quarter 2020.

Approved of the Managers' 2020 year-end bonus .

Approved to increase managers' salaries.

Approved of the Managers' remuneration and performance during 2020.

Approved of the Directors' remuneration and performance during 2020.

2020.11.11

Approved 2021 audit plan.

Approved to pass the company's transfer of the creditor's rights of the group subsidiary.

Approved to apply for loaning of company funds.

Approved of the application for General credit lines , foreign credit lines ,and derivatives transactions lines.

Approved of the Corporate Governance Officer and the officer's remuneration.

Approved of the distribution of the employees' (managers) compensation that Compensation Committee presented for 2019.

Approved of the Managers' performance bonus for 3rd Quarter 2020.
2020.08.28

Approved of the equipment investment.
2020.08.12

Approved to enlarge and amend regulations, ''Internal Control System '' and "Audit Implementation Rules".

Approved to amend「Procedures for repurchasing of treasury」.

In response to the "Economic Substance Law Implementation Rules" issued by the British Virgin Islands and simplifying the group's financial communication process, the company intends to adjust the group company's capital loan and structure.

Approved of the application for General credit lines , foreign credit lines ,and derivatives transactions lines.

Approved to abandon the unused endorsement and guarantee facilities in subsidiaries .

Approved of the Managers' performance bonus for 2nd Quarter 2020.

Approved to increase managers' salaries.

Approved of the Managers' 2019 compensation.
2020.06.12

通過推選本公司新任董事長案

通過本公司第四屆「薪資報酬委員會」薪酬委員委任案

通過訂定本公司「買回庫藏股作業程序」案
2020.05.13

Approved of the application for General credit lines , foreign credit lines ,and derivatives transactions lines.

Approved of the endorsement and guarantee facilities in subsidiaries.

Approved of the distribution of the directors' compensation for 2019.
2020.04.29

Approved the ‎list of candidates for (independent) directors.

Approved to release the directors and representatives of corporate directors
from the competition restrictions.

Approved to amend Rules on 13th Transfer Repurchase shares to employees..
2020.03.23

Approved of the distribution of the directors' 2019 compensation .

Approved of the distribution of the directors', and employees' 2019 compensation .

Approved the 2019 Business Report and Financial Statements.

Approved the Proposal for distribution of 2019 profits.

Approved to repurchase PANJIT common stocks.

Approved to issue 2019 Assessment of the effectiveness and Statement of Internal Control System.

Approved to enlarge and amend regulations.

Approved to amend "Rules of Procedure for Shareholders Meetings".

Approved to re-election of directors.

Approved to release the directors and representatives of corporate directors from the competition restrictions.

Approved to ‎convene 2020 regular shareholders' meeting.

Approved to ‎accept letter of nomination for re-election of directors from shareholder(s) holding one percent (1%) or more of the total number of
outstanding shares of the company."

Approved of the application for General credit lines , foreign credit lines ,and derivatives transactions lines.
2020.01.17

Approved 2020 Business Plan.

Approved of the Certified Public Accountants and assess the accountants's independence.

Approved to amend "Procedures for Ethical Management and Guidelines for Conduct".

Approved of the application for general credit lines , foreign credit lines ,and derivatives transactions lines.

Approved to abandon the application for general credit lines , foreign credit lines ,and derivatives transactions lines that approved by the board during 2019.

Approved to abandon the unused endorsement and guarantee facilities in subsidiaries .

Approved of the endorsement and guarantee facilities in subsidiaries .

Approved of the Managers' 2019 year-end bonus .

Approved of the Managers' remuneration and performance during 2019.

Approved of the Directors' remuneration and performance during 2019.

2019.11.08

Approved 2020 audit plan.

Approved to enlarge and amend regulations, ''Internal Control System '' and "Audit Implementation Rules".

Approved of the transaction of assets.

Approved the acquisition of PAN-JIT ASIA INTERNATIONAL INC. common shares.

Approved of the application for General credit lines , foreign credit lines ,and derivatives transactions lines.

Approved of the new Internal Audit Officer and the officer's remuneration.

Approved of the new Managers' remuneration.

Approved of the Managers' 2019 annual salary adjustment and employees' 2018 compensation.

Approved of the distribution of the directors' compensation for 2018.
2019.08.08

Approved of the equipment investment.

Approved to amend "Ethical Corporate Management Best Practice Principles" .

Approved of the application for General credit lines , foreign credit lines ,and derivatives transactions lines.

Approved of the follow-up for returned cash capital of capital reduction.

Approved to removed the Managers.

Approved of the Managers' 2019 annual salary adjustment and employees' 2018 compensation.
2019.05.10

Approved to enlarge and amend ''Internal Control System '' and "Audit Implementation Rules".

Approved to amend Regulations For Hierarchical Authorization.

Approved of the application for General credit lines , foreign credit lines ,and derivatives transactions lines.

Approved of the endorsement and guarantee facilities in subsidiaries .

Approved of the loan limit.
2019.03.22

Approved to issue 2018 Statement of Internal Control System.

Approved of the distribution of the directors' 2018 compensation .

Approved of the distribution of the directors', and employees' 2018 compensation .

Approved the 2018 Business Report and Financial Statements.

Approved the Proposal for distribution of 2018 profits.

Approved to conduct capital reduction.

Approved to revised“Articles of Incorporation".

Approved to amend ”Procedures for acquisition or disposal of assets”.

Approved to amend ”Procedures for Endorsment & Guarantee”.

Approved to amend ”Procedures for Lending Funds to Other Parties”.

Approved「Standard Operational Protocol for Responding to Requests from Directors」.

Approved to ‎convene 2019 regular shareholders' meeting.

Approved to appoint the new accounting director .

Approved of the application for General credit lines , foreign credit lines ,and derivatives transactions lines.

Approved to abandon the application for general credit lines that approved by the board during 2018.

Approved of the endorsement and guarantee facilities in subsidiaries.

Approved of the new Managers' remuneration.

Approved of the Managers' 2019 annual salary adjustment.

Approved of the Managers' performance bonus for 4th Quarter 2018.
2019.01.25

Approved 2019 Business Plan.

Approved of the application for general credit lines , foreign credit lines ,and derivatives transactions lines.

Approved to abandon the application for general credit lines , foreign credit lines ,and derivatives transactions lines that approved by the board during 2018.

Approved to enlarge and amend regulations.

Approved of the Managers' 2018 year-end bonus .

Approved of the Manager's 2019 annual performance bonus plan proposal.

Approved of the new Managers' remuneration.

2018.11.09

Approved 2019 audit plan.

Approved of the application for General credit lines.

Approved to abandon the unused endorsement and guarantee facilities in subsidiaries

Approved to appoint Certified Public Accountants and assess the accountants's independence.

Approved of the new Managers' salary.

Approved of the Managers' performance bonus for 3rd Quarter 2018.
2018.10.09

Approved of the transaction of assets.
2018.08.10

Approved to enlarge and amend regulations, ''Internal Control System '' and "Audit Implementation Rules".

Approved of the application for General credit lines.

Approved of the endorsement and guarantee facilities in subsidiaries.

Approved of the Managers' performance bonus for 2nd Quarter 2018.

Approved of the new Managers' salary.
2018.05.11

Approved of the application for General credit lines, foreign credit lines, and derivatives transactions lines.

Approved of the Syndicated-loan.

Approved of the endorsement and guarantee facilities in subsidiary for the syndicated-loan.

Approved of the Managers' performance bonus for 1st Quarter 2018.

Approved of the new Managers' salary.
2018.05.01

Approved to issue new common shares for cash to sponsor GDR offering.

Approved to revised 「Articles of Incorporation」.

Approved to convene the Regular Shareholders' Meeting of 2018 related matters.(Adding items to the agenda).
2018.03.20

Approved to issue 2017 Statement of Internal Control System.

Approved the 2017 Business Report and Financial Statements.

Approved the Proposal for 2017 Deficit Compensation.

Approved to ‎convene 2018 regular shareholders' meeting.

Approved of the application for General credit lines, foreign credit lines ,and derivatives transactions lines.

Approved to abandon the application for endorsement and guarantee facilities in subsidiaries that approved by the board.
2018.02.09

Approved 2018 Business Plan.

Approved of the Managers' performance bonus for 4th Quarter 2017.

Approved of the Managers' 2017 year-end bonus.

Approved of the Managers' remuneration and performance during 2017.

Approved of the Directors' and Supervisors' remuneration and performance during 2017.

Approved to increase managers' salaries.
2018.01.25

Approved of the impairment on assets in AIDE SOLAR TECHNOLOGY CO., LTD.

Approved of the 2018 Business Plan will be discussed at next Board Meeting.

Approved to appoint Certified Public Accountants and assess the accountants's independence.

Approved of the application for general credit lines, foreign credit lines ,and derivatives transactions lines.

Approved to abandon the application for general credit lines, foreign credit lines, and derivatives transactions lines that approved by the board during 2017.

Approved of the endorsement and guarantee facilities in subsidiaries.

Approved to revise the Regulations For Performance Bonus.

Approved of the new Managers' salary.

Audit Committee Membership and Resume
Audit Committee Performance Assessment
The Communication between Independent Directors, Internal auditor supervisor and CPAs

Audit Committee Membership and Resume

Position

Name / Education & Experience / Major Current Positions

Chairman
CHEN,YI-CHENG
Education & Experience
- Master of Finance ,National Sun Yat-sen Iniversity
- Vice President of FENG SHEHG ENTERPRISE COMPANY
- Vice General Manager and Spokesperson of Asia Vital Components Co.,Ltd.
Major Current Positions
- Director and Vice General Manager of Asia Vital Components Co.,Ltd.
Members
FAN,LIANG-FU
Education & Experience
- MS, Ch.E. Dept., N University of Oklahoma
- Chief Operating Officer of Hermes Epitek Corp.
- Chief Operating Officer of Lam Research Corporation
- Factory Manager of Texas Instruments Incorporated.
- Vice General Manager of Hermes Microvision, Inc.
- Vice General Manager of Hermes Epitek Corp.
Major Current Positions
- Vice General Manager of Hermes Epitek Corp.
Members
ZHU, JUN-XIONG
Education & Experience
- Master's degree in Legal Studies, National Chung Hsing University
- Managing Partner of Quanying International Law Firm
- Independent Director of S-TECH Corp.
Major Current Positions
- Managing Partner of Quanying International Law Firm
- Independent Director of Gloria Material Technology Corp.
- Independent Director of Honey Hope Honesty Enterprise Co., Ltd.
- Independent Director of D-Link Corporation
Members
DAI, YI-ZHI
Education & Experience
- Master of Engineering, University of Toronto, Canada
- Vice President of Sunplus Technology Co., Ltd.
- General Manager of Industrial Technology Investment Corporation.
- General Manager of Xinqiao United Co., Ltd
Major Current Positions
- General Manager of Xinqiao United Co., Ltd
- Chairman of Choice Biotech Inc.

注釈

The term of the Audit Committee is from 14 June, 2023 to 13 June, 2026.

Operation of the Audit Committee

The audit committee of the company is composed of all independent directors and holds at least one meeting every quarter. Its main operations are as follows:

1. The operation of the company's audit committee focuses on the supervision of the following matters:
(1) Appropriate expression of the company's financial statements.
(2) The selection (dismissal), remuneration, independence and performance of certified accountants.
(3) Effective implementation of internal control.
(4) Relevant laws and regulations should be followed.
(5) The management and control of the company's existing or potential risks.
2. The main powers of the audit committee of the company are listed as follows:
(1) Establish or amend the internal control system in accordance with Article 14 of the Securities and Exchange Act.
(2) Evaluation of the effectiveness of the internal control system.
(3) In accordance with the provisions of Article 36 of the Securities and Exchange Act, stipulate or amend the processing procedures for the acquisition or disposal of assets, derivative commodity transactions, capital loans to others, endorsements or guarantees for others.
(4) Matters involving the director's own interests.
(5) Significant asset or derivative commodity transactions.
(6) Significant fund loans, endorsements or guarantees.
(7) Raising, issuing or private placement of equity securities.
(8) Appointment, dismissal or remuneration of certified public accountants.
(9) Appointment and removal of financial, accounting or internal audit supervisors.
(10) The annual financial report signed or stamped by the chairman of the board, the manager and the accounting supervisor, and the second quarter financial report subject to verification by accountants.
(11) Other important matters specified by the company or the competent authority.

Audit Committee Performance Assessment

The company has established a “Regulations Governing the Board and Functional Committees Performance Evaluation”, which performs at least once internal Functional Committee performance evaluation every year, and uses the evaluation results as a reference basis for selecting or nominating independent directors. The 2021 annual performance evaluation is as follows:

Evaluation Type

Evaluation Method / Grading criteria / Evaluation results

Audit Committee performance assessment
Evaluation Method

Evaluated by the Audit Committee according to the actual operation of the Functional Committee.
Evaluation Criteria
- Participation in the operation of the company
- Awareness of the duties of the functional committee
- Improvement of quality of decisions made by the functional committee.
- Makeup of the functional committee and election of its members.
- Internal control
Evaluation Result
- The assessment results show that the overall operation of the Audit Committee of the company is still perfect, in line with the spirit of corporate governance.
- The above performance evaluation results were reported to the board of directors on March 25, 2022.

The Communication between Independent Directors, Internal auditor supervisor and CPAs

I. The communication channel between the independent directors, internal auditor supervisor and independent auditors.
A. The chief internal auditor reports and communicates audit results to independent directors in separate communication meetings or other meetings quarterly, and reports the implementation of internal audit to the audit committee and the board of directors.

B. The company's CPA reports the company's financial report and audit result to independent directors at separate communication meetings quarterly, as well as other communication matters required by relevant laws and regulations, and participates in the audit committee and board of directors from time to time to provide professionalism consultation and suggestions for the company's major proposals.

II. Summary of the communication between independent director and internal audit supervisor.
The communication between independent director and internal auditor supervisor are going well for auditing and implementation.
The summary of previous communication between independent directors and the internal audit supervisor individually is as follows:

Meeting and Date

Communication
Matters

Independent director's suggestion

The implementation result of the company

The 4th meeting of the 2rd session.
Audit Committee
2021.01.22

1.To add and revise the Company's various regulations.

None.

—
The 5th meeting of the 2rd session.
Audit Committee
2021.03.26

1.The internal audit report for the forth quarter of 2020.
2. Approved the appraisal of the effectiveness of the internal control system and the 「Declaration of Internal Control System」 proposal in 2020.
3.Revise the Company's various regulations.

None.

—
The 6th meeting of the 2rd session.
Audit Committee
2021.05.11

1.The internal audit report for the 1st quarter of 2021.

None.

—
The 7th meeting of the 2rd session.
Audit Committee
2021.08.11

1.The internal audit report for the 2nd quarter of 2021.

None.

—
The 9th meeting of the 2rd session.
Audit Committee
2021.11.10

1.The internal audit report for the 3rd quarter of 2021.
2.Annual audit plan of 2022.

None.

—

2020.01.17
Audit Committee

Amend 「Procedures for Ethical Management and Guidelines for Conduct」

Participate in the report and discuss related issues.

1.It has been fully communicated and reviewed by the Audit Committee.
2.The independent directors didn't make any recommendation.
2020.03.23
Audit Committee

1.The internal audit report for the forth quarter of 2019.
2.Approved the appraisal of the effectiveness of the internal control system and the 「Declaration of Internal Control System」 proposal in 2019.
3.Revise the Company's various regulations.

Participate in the report and discuss related issues.

1.It has been fully communicated and reported or reviewed by the Audit Committee.
2.The Independent directors didn't make recommendation.
2020.05.13
Audit Committee

The internal audit report for the 1st quarter of 2020.

Participate in the report and discuss related issues.

1.It has been fully communicated and reported to the Audit Committee.
2.The Independent directors didn't make recommendation.
2020.08.12
Audit Committee

1.The internal audit report for the 2nd quarter of 2020.
2.Revise the Company's various regulations, 「Internal Control System」and 「Audit Implementation Rules」.

Participate in the report and discuss related issues.

1.It has been fully communicated and reported or reviewed by the Audit Committee.
2.The Independent directors didn't make recommendation.
2020.11.11
Audit Committee

1.The internal audit report for the 3rd quarter of 2020.
2.Annual audit plan of 2021.

Participate in the report and discuss related issues.

1.It has been fully communicated and reported or reviewed by the Audit Committee.
2.The Independent directors didn't make recommendation.

2019.03.22
Audit Committee

1.The internal audit report for the forth quarter of 2018.
2.The Internal Control System Statement for 2018.
3.Revise the Company's 「Procedures for Acquisition or Disposal of Assets」
4.Revise the Company's 「Procedures for Endorsment & Guarantee」.
5.Revise the Company's 「Procedures for Lending Funds to Other Parties」.

Participate in the report and discuss related issues.

1.It has been fully communicated and reported or reviewed by the Audit Committee.
2.The Independent directors didn't make any recommendation.
2019.05.10
Audit Committee

1.The internal audit report for the 1st quarter of 2019.
2.Revise the Company's 「Internal Control System」 and 「Audit Implementation Rules」.

Participate in the report and discuss related issues.

1.It has been fully communicated and reported or reviewed by the Audit Committee.
2.The Independent directors didn't make any recommendation.
2019.08.08
Audit Committee

1.The internal audit report for the 2nd quarter of 2019.
2.Revise the Company's 「Ethical Corporate Management Best Practice Principles」

Participate in the report and discuss related issues.

1.It has been fully communicated and reported or reviewed by the Audit Committee.
2.The Independent directors didn't make any recommendation.
2019.11.08
Audit Committee

1.The internal audit report for the 3rd quarter of 2019.
2.Annual audit plan of 2020.
3.Revise the regulations,「Internal Control System 」and 「Audit Implementation Rules」.

Participate in the report and discuss related issues.

1.It has been fully communicated and reported or reviewed by the Audit Committee.
2.The Independent directors didn't make any recommendation.

2018.03.20
Audit Committee

1.The internal audit report for the forth quarter of 2017.
2.The Internal Control System Statement for 2018.

Participate in the report and discuss related issues.

1.It has been fully communicated and reported or reviewed by the Audit Committee.
2.The Independent directors didn't make any recommendation.
2018.05.11
Audit Committee

The internal audit report for the 1st quarter of 2018.

Participate in the report and discuss related issues.

1.It has been fully communicated and reported or reviewed by the Audit Committee.
2.The Independent directors didn't make any recommendation.
2018.08.10
Audit Committee

1.The internal audit report for the 2nd quarter of 2018.
2.To enlarge and revise and add regulations,「Internal Control System 」and 「Audit Implementation Rules」.

Participate in the report and discuss related issues.

1.It has been fully communicated and reported or reviewed by the Audit Committee.
2.The Independent directors didn't make any recommendation.
2018.11.09
Audit Committee

1.The internal audit report for the 3rd quarter of 2018.
2.Annual audit plan of 2019.
3.Revise the Company's regulations.

Participate in the report and discuss related issues.

1.It has been fully communicated and reported or reviewed by the Audit Committee.
2.The Independent directors didn't make any recommendation.

III.The summary for previous communication between independent directors and CPA.
The communication mechanism between the independent directors and the independent auditors works well.
The summary for previous communications between the independent directors and the independent auditors individually are as follows:

Meeting and Date

Communication
Matters

Independent director's suggestion

The implementation result of the company

The pre-meeting of the board of diretors
2021.03.26

The Internal Control System Statement for 2020

None.

—
The pre-meeting of the board of diretors
2021.05.11

The internal audit report for the first quarter of 2021

None.

—
The pre-meeting of the board of diretors
2021.08.11

The internal audit report for the second quarter of 2021

None.

—
The pre-meeting of the board of diretors
2021.11.10

The internal audit report for the third quarter of 2021

None.

—

2019.03.22
Audit Committee

The 2018 Business Report and Financial Statements.

Attended and report on the conclusions of the company's 2018 individual and consolidated financial reports.

1.Have been fully communicated and reviewed by the Audit Committee and approved by the Board of Directors.
2.The Independent directors didn't make any recommendation.
2019.08.08
Audit Committee

2019Q2 Consolidated Financial Statement.

Attended and report on the conclusions of the company's 2019Q2 consolidated financial reports.

1.Fully communicated and released after the board report.
2.The Independent directors didn't make any recommendation.

2018.01.12
Audit Committee
Board Of Directors

The Certified Public Accountants and assess the accountants's independence.

Attended and consult, discuss and advise on relevant issues.

1.Fully communicated and reviewed by the Audit Committee and approved by the Board of Directors.
2.The Independent directors didn't make any recommendation.
2018.01.12
Board Of Directors

The impairment on assets in AIDE SOLAR TECHNOLOGY CO., LTD.

Attended and consult, discuss and advise on relevant issues.

1.Fully communicated and approved by the Board Of Directors.
2.The Independent directors didn't make any recommendation.
2018.03.20
Audit Committee
Board Of Directors

The 2017 Business Report and Financial Statements.

Attended and consult, discuss and advise on relevant issues.

1.Fully communicated and reviewed by the Audit Committee and approved by the Board of Directors.
2.The Independent directors didn't make any recommendation.
2018.05.11
Board Of Directors

2018Q1 Consolidated Financial Statement.

Attended and report on the conclusions of the company's 2018Q1 consolidated financial reports.

1.Fully communicated and released after the board report.
2.The Independent directors didn't make any recommendation.
2018.08.10
Board Of Directors

2018Q2 Consolidated Financial Statement.

Attended and report on the conclusions of the company's 2018Q2 consolidated financial reports.

1.Fully communicated and released after the board report.
2.The Independent directors didn't make any recommendation.
2018.10.09
Audit Committee
Board Of Directors

The transaction of assets.

Attended and consult, discuss and advise on relevant issues.

1.Fully communicated and released after the board report.
2.The Independent directors didn't make any recommendation.
2018.11.09
Board Of Directors

2018Q3 Consolidated Financial Statement.

Attended and report on the conclusions of the company's 2018Q3 consolidated financial reports.

1.Fully communicated and released after the board report.
2.The Independent directors didn't make any recommendation.

Compensation Committee Membership and Resume
Compensation Committee Performance Evaluation

Compensation Committee Membership and Resume

Position

Name / Education & Experience / Major Current Positions

Chairman
CHEN,YI-CHENG
Education & Experience
- Master of Finance ,National Sun Yat-sen Iniversity
- Vice President of FENG SHEHG ENTERPRISE COMPANY
- Vice President and Spokesperson of Asia Vital Components Co.,Ltd.
Major Current Positions
- Director and Vice General Manager of Asia Vital Components Co.,Ltd.
Members
FAN,LIANG-FU
Education & Experience
- MS, Ch.E. Dept., N University of Oklahoma
- Chief Operating Officer of Hermes Epitek Corp.
- Chief Operating Officer of Lam Research Corporation
- Factory Manager of Texas Instruments Incorporated.
- Vice General Manager of Hermes Microvision, Inc.
- Vice General Manager of Hermes Epitek Corp.
Major Current Positions
- Vice General Manager of Hermes Epitek Corp.
Members
ZHU, JUN-XIONG
Education & Experience
- Master's degree in Legal Studies, National Chung Hsing University
- Managing Partner of Quanying International Law Firm
- Independent Director of S-TECH Corp.
Major Current Positions
- Managing Partner of Quanying International Law Firm
- Independent Director of Gloria Material Technology Corp.
- Independent Director of Honey Hope Honesty Enterprise Co., Ltd.
- Independent Director of D-Link Corporation
Members
DAI, YI-ZHI
Education & Experience
- Master of Engineering, University of Toronto, Canada
- Vice President of Sunplus Technology Co., Ltd.
- General Manager of Industrial Technology Investment Corporation.
- General Manager of Xinqiao United Co., Ltd
Major Current Positions
- General Manager of Xinqiao United Co., Ltd
- Chairman of Choice Biotech Inc.

注釈

The term of the Compensation Committee is from 14 June, 2023 to 13 June, 2026.

The Operation of Remuneration Committee
The remuneration committee of the company is composed of all independent directors and holds at least two meetings a year. Its main operations are as follows:
1. Regularly review the "Salary and Compensation Committee Organization Rules" and propose amendments.
2. To formulate and regularly review the company's directors and managers' annual and long-term performance targets and remuneration policies, systems, standards and structures.
3. Regularly evaluate the achievement of the performance goals of the directors and managers of the company, and determine the content and amount of their individual remuneration.

Compensation Committee Performance Evaluation

The company has established a “Regulations Governing the Board and Functional Committees Performance Evaluation”, which performs at least once internal Functional Committee performance evaluation every year, and uses the evaluation results as a reference basis for selecting or nominating Compensation committee members. The 2021 annual performance evaluation is as follows:

Evaluation Type

Evaluation Method / Criteria / Evaluation Result

Overall Compensation Committee Performance Evaluation
Evaluation Method

Evaluated by the Compensation Committee according to the actual operation of the Functional Committee.
Evaluation Criteria
- Participation in the operation of the company
- Awareness of the duties of the functional committee
- Improvement of quality of decisions made by the functional committee.
- Makeup of the functional committee and election of its members.
- Internal control
Evaluation Result
- The assessment results show that the overall operation of the Compensation Committee of the company is still perfect, in line with the spirit of corporate governance.
- The above performance evaluation results were reported to the board of directors on March 25, 2022.

Board of Directors and Functional Committees

Board of Directors Membership​ and Resume

FANG,MING-CHING

Education & Experience

Major Current Positions

FANG,MING-TSUNG

Education & Experience

Major Current Positions

CHUNG,YUN-HUI

Education & Experience

Major Current Positions

KINGMAO INVESTMENT CO.,LTD.Representative: Lin, Hong-Guang

Education & Experience

Major Current Positions

KINGMAO INVESTMENT CO.,LTD.Representative:LIN, QUN-XIANG

Education & Experience

Major Current Positions

KINGMAO INVESTMENT CO.,LTD.Representative:CHEN, ZUO-MING

Education & Experience

Major Current Positions

CHEN,YI-CHENG

Education & Experience

Major Current Positions

FAN,LIANG-FU

Education & Experience

Major Current Positions

ZHU, JUN-XIONG

Education & Experience

Major Current Positions

DAI, YI-ZHI

Education & Experience

Major Current Positions

Board of Director's Assessment of Performance​

Evaluation Method

Grading criteria

Evaluation Results

Evaluation Method

Grading criteria

Evaluation Results

Directors Implement Board Diversity Policy

(1) 董事會成員多元化政策之具體管理目標與達成情形：

(2) 本公司董事會成員多元化政策落實情形如下：

面向一：基本組成

面向二：背景經歷

面向三：整體能力

Directors and Managers' liability insurance

Major Resolutions of Board Meetings

2022.08.10

2022.05.10

2022.05.03

2022.03.25

2022.02.14

2022.01.14

2021.11.10

2021.10.12

2021.08.11

2021.06.23

2021.05.11

2021.03.26

2021.01.22

2020.11.11

2020.08.28

2020.08.12

2020.06.12

2020.05.13

2020.04.29

2020.03.23

2020.01.17

2019.11.08

2019.08.08

2019.05.10

2019.03.22

2019.01.25

2018.11.09

2018.10.09

2018.08.10

2018.05.11

2018.05.01

2018.03.20

2018.02.09

Board of Directors Membership and Resume

Board of Director's Assessment of Performance

Audit Committee Membership and Resume

Compensation Committee Membership and Resume