Committees

Operation of the Audit Committee

Audit Committee

The Audit Committee is responsible for the fair presentation of the Company's financial statements, the selection (relief) of CPAs, and the independence and performance of the CPAs, the effective implementation of internal control, the Company's compliance with relevant laws and regulations, and the management and control of the Company's existing or potential risks.

The duties of the Audit Committee are as follows:

Establish or amend the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
Evaluation of the effectiveness of the internal control system.
Adoption or amendment, pursuant to Article 36-1 of the 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, and endorsements or guarantees for others.
Matters involving the interests of directors themselves.
Major asset or derivative transactions
Material loans, endorsements, or guarantees.
The offering, issuance, or private placement of any equity-type securities.
Appointment, dismissal or remuneration of CPAs
The appointment or dismissal of a financial, accounting, or internal auditing officer.
Annual financial reports signed or sealed by the Chairperson, managers and the head of accounting, and the Q2 financial reports certified by CPAs.

Other important matters regulated by the Company or the competent authority

Audit Committee Performance in 2024

Term/Date of meeting	Motion content	Independent directors’ opinions	The Company’s handling of the independent directors' opinion	Resolution results
2–3 2024/03/06	2023 Allocation of Remuneration	None	Not applicable	The Chair consulted all the Committee Members present and approved the proposal as it was unanimously.
	Allocation of remuneration to directors in 2023.	None	Not applicable	The Chair consulted all the Committee Members present and approved the proposal as it was unanimously.
	The 2023 business report, financial statements and the draft of the independent auditor's report are generally accepted principles.	None	Not applicable	The Chair consulted all the Committee Members present and approved the proposal as it was unanimously.
	Assessment of the competence and independence of CPAs and the audit quality index (AQI)	None	Not applicable	The Chair consulted all the Committee Members present and approved the proposal as it was unanimously.
	2023 Earnings Distribution Table	None	Not applicable	The Chair consulted all the Committee Members present and approved the proposal as it was unanimously.
	Passed the "Internal Control System Effectiveness Review" and "Declaration of Internal Control System"	None	Not applicable	The Chair consulted all the Committee Members present and approved the proposal as it was unanimously.
2–4 2024/05/08	The 2024 Q1 financial statements and the draft of the review report by the CPAs are submitted for review.	None	Not applicable	The Chair consulted all the Committee Members present and approved the proposal as it was unanimously.
3–2 2024/08/07	2024 Q2 financial statements and the draft of the review report by the CPAs	None	Not applicable	The Chair consulted all the Committee Members present and approved the proposal as it was unanimously.
	Proposal for the replacement of CPA due to internal adjustment of KPMG	None	Not applicable	The Chair consulted all the Committee Members present and approved the proposal as it was unanimously.
	Resolution on the change of Head of Audit	None	Not applicable	The Chair consulted all the Committee Members present and approved the proposal as it was unanimously.
3–3 2024/09/05	Construction of a high purity silicon carbide production line and purchase of machinery and equipment	None	Not applicable	The Chair consulted all the Committee Members present and approved the proposal as it was unanimously.
3–3 2024/09/05	Application for the Clean Energy Performance Guarantee for Air Conditioning, Air Pressure and Lighting Systems of the Ministry of Economic Affairs	None	Not applicable	The Chair consulted all the Committee Members present and approved the proposal as it was unanimously.
3–4 2024/11/07	2024 Q3 financial statements and the draft of the review report by the CPAs	None	Not applicable	The Chair consulted all the Committee Members present and approved the proposal as it was unanimously.
	The Company's plan to apply for the approval of the use of forward exchange in foreign currencies.	None	Not applicable	The Chair consulted all the Committee Members present and approved the proposal as it was unanimously.
	The Company's plan to apply for the trading of futures in the gold market	None	Not applicable	The Chair consulted all the Committee Members present and approved the proposal as it was unanimously.
	Amendment to the "Rules Governing the Scope of Powers of Independent Directors"	None	Not applicable	The Chair consulted all the Committee Members present and approved the proposal as it was unanimously.
	"Sustainable Development Best Practice Principles" was added	None	Not applicable	The Chair consulted all the Committee Members present and approved the proposal as it was unanimously.
	"Sustainable Information Management" was added to the internal control system.	None	Not applicable	The Chair consulted all the Committee Members present and approved the proposal as it was unanimously.
3–5 2024/12/11	Formulate the general principles for the Company's pre-approved non-assurance service policy	None	Not applicable	The Chair consulted all the Committee Members present and approved the proposal as it was unanimously.
3–5 2024/12/11	Resolution on the change of Head of Audit	None	Not applicable	The Chair consulted all the Committee Members present and approved the proposal as it was unanimously.
3–6 2024/12/25	The Company intends to enter the supply chain of the semiconductor industry, invest in the design and manufacturing of wafer boxes, and manufacture the wafer boxes.	None	Not applicable	With unanimous consent of the three attending committee members (excluding Chairperson Ruei-Hsing Lin, who abstained from voting due to CPA independence considerations), the motion was approved with the following amendment to Item 3: “III. The Company will acquire a 70% equity interest in Yaolien within a maximum investment amount of NTD 173 million, as a long-term investment. The proposed investment amount falls within the valuation range determined in the Price Reasonableness Opinion. The Chairperson is authorized to conduct negotiations and execute the related agreements. The investment agreement shall become effective upon approval by the Board of Directors.” All other items were approved as originally proposed.

Remuneration Committee

The Company has established the Remuneration Committee since December 22, 2011, which is responsible for formulating and regularly reviewing the performance evaluation of directors and managers, as well as the policies, systems, standards and structures of remuneration.

Functional Committee Members

Functional Committee Members	Remuneration Committee	Audit Committee
XU,SHI-MIN Independent Director (Convenor)	✓	✓
CHANG,SHUN-FU Independent Director	✓	✓

2024 Board of Directors and individual Board member performance evaluation results

I. To implement corporate governance and enhance the functions of the Board of Directors, the Company conducts performance evaluation on the Board of Directors and its members in accordance with the "Regulations Governing the Board Performance Evaluation" approved by the Board of Directors on November 6, 2019.

II. The scope of the second and the third performance evaluation includes the entire Board of Directors and individual directors. The results of the self-evaluation are as follows:

The re-election of the Board of Directors on June 19, 2024, the evaluation cycle was changed from June 19, 2024 to December 31, 2024.

1. Self-evaluation results of the Board of Directors:

Evaluation items	Number	Weight	Average results
A. Participation in the operation of the company	12	25%	24
B. Improving the quality of the board’s decision-making	12	25%	24
C. Composition and structure of the Board of Directors	7	10%	10
D. Election and continuing education of the directors	7	15%	14
E. Internal control	7	25%	23
Score results			95
Score results			Excellent

2. Board members' self-evaluation results:

Evaluation items	Number	Weight	Average results
A. Alignment of the goals and mission of the Company	3	20%	19
B. Awareness of the duties of a director	3	10%	9
C. Participation in the operation of the company	8	20%	19
D. Management of internal relationship and communication	3	20%	19
E. Professionalism and continuing education of the directors	3	10%	10
F. Internal control	3	20%	19
Score results			95
Score results			Excellent

3. Self-evaluation results of the Audit Committee:

Evaluation items	Number	Weight	Average results
A. Participation in the operation of the company	4	25%	25
B. Awareness of the duties of the functional committee	5	25%	23
C. Improve the quality of decision-making by functional committees	7	10%	10
D. Composition of the functional committee and election of its members	3	15%	14
E. Internal control	3	25%	23
Score results			95
Score results			Excellent

4. Remuneration Committee's self-assessment results:

Evaluation items	Number	Weight	Average results
A. Participation in the operation of the company	4	25%	25
B. Awareness of the duties of the functional committee	5	30%	27
C. Improve the quality of decision-making by functional committees	7	20%	19
D. Composition of the functional committee and election of its members	3	25%	23
Score results			94
Score results			Excellent

Scoring Explanation: Total Score = (Score for each category ÷ Maximum score of the category) × 100 × Weight of the category, rounded to the nearest whole number.

The total score for performance self-evaluation is 100 points:

90 points or above: Excellent; 80–89 points: Good; 70–79 points: Satisfactory; Below 70 points: Needs Improvement

III. Overall evaluation

According to the 2024 Board of Directors' performance evaluation results, the Board of Directors has been operating well. In 2025, the Board of Directors' evaluation results will be continued to be strengthened in order to enhance the effectiveness of corporate governance.

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