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Audit Committee

Name

Title

Po-Young Chu

Convener

Huey-Jen Su

Member

Chang-Mou Yang

Member

Operation of the Audit Committee

(1) The Audit Committee has 3 members.
(2) The company established the Audit Committee on June 18, 2004.The current committee members' term is from June 29, 2023, to June 28, 2026. In the most recent fiscal year (2023), the committee held 5 meetings (A), and the operational details are as follows

Title

Name

Attendance

Entrust attendance

Attendance rate

Remark

Independent Director

Po-Young Chu

5

0

100%

Convener

Independent Director

Huey-Jen Su

3

0

100%

Newly appointed on June 29, 2023

Independent Director

Chang-Mou Yang

3

0

100%

Newly appointed on June 29, 2023

Independent Director

Donald Chang

2

0

100%

Term expired on June 29, 2023

Independent Director

Shi-Chern Yen

2

0

100%

Term expired on June 29, 2023

Records Content

I. For Audit Committee meetings that concern any of the following, state the date and session of Audit Committee meeting, the motions discussed, the Audit Committee's resolutions, and how the Company has handled Audit Committee's opinions.

Conditions described in Article 14-5 of the Securities and Exchange Act.

Date

No.

2023 - 02 - 23

15th meeting of the 3rd committee

Content

1 Report on derivative transactions undertaken by the Company in December 2022 and January 2023
2 Report on external party lending, endorsement, and guarantee transactions undertaken by the Company and subsidiaries up until January 31, 2023
3 Report on the Company's audit plan execution from Oct. to Dec. 2022
4 Report on the external organization performance evaluation results of the Board of Directors and functional committees for 2022.
5 Presentation of the Company's 2022 year-end accounts
6 The profit distribution plan for the fiscal year 2022 of this company.
7 Proposed Internal Control System Statement for 2022 of this company.
8 Report on the regular evaluation of financial statement auditor's independence and competence
9 Proposed Auditor's Audit Service Fees for 2023~2025.
10 Proposed construction plan for the cleanroom and general production area of the FPL production line at our new Hsinchu factory.

Independent directors disagree

Nil

The company's handling of the different opinions of the audit committee

-

2023 - 05 - 05

16th meeting of the 3rd committee

Content

1 Report on derivative transactions undertaken by the Company from Feb. to Mar. 2023.
2 Report on external party lending, endorsement, and guarantee transactions undertaken by the Company and subsidiaries up until March 31, 2023
3 Report on the Company's audit plan execution from Jan. to Mar. 2023
4 Proposed 2023 Q1 consolidated financial statements
5 Establishment of a Pre-approval Procedure for All Non-Assurance Services Provided by Our Company's Audit Firm and its Global Alliance Members.
6 Proposed Joint Co-Issuer Arrangement for the Company's Subsidiaries in Applying for Financing and Loan Facilities with Banks.
7 Proposed "Employee Stock Option Plan for the Fiscal Year 2023" of the Company.
8 Proposed construction plan for the peripheral equipment and secondary facilities for the FPL at our new Hsinchu factory.

Independent directors disagree

Nil

The company's handling of the different opinions of the audit committee

-

2023 - 08 - 04

1st meeting of the 4th committee

Content

1 Report on derivative transactions undertaken by the Company from Apr. to June 2023.
2 Report on external party lending, endorsement, and guarantee transactions undertaken by the Company and subsidiaries up until June 30, 2023
3 Report on the Company's audit plan execution from Apr. to June 2023
4 Proposed 2023 Q2 consolidated financial statements
5 Proposed amendments to the group's tax policies and management procedures

Independent directors disagree

Nil

The company's handling of the different opinions of the audit committee

-

2023 - 11 - 03

2nd meeting of the 4th committee

Content

1 Report on derivative transactions undertaken by the Company from July to Sep. 2023.
2 Report on external party lending, endorsement, and guarantee transactions undertaken by the Company and subsidiaries up until Sep. 30, 2023
3 Report on the Company's audit plan execution from July to Sep. 2023
4 Proposed 2023 Q3 consolidated financial statements
5 Proposed basis for the issuance of new shares for the conversion of employee stock options in 2023Q3
6 Proposed funding loan case for the company to provide financial assistance to its wholly-owned subsidiary, Yuanhan Materials Co., Ltd.
7 Proposed formulation of the 'Financial Transactions Among Related Parties Operational Procedures' for the company.
8 Proposed establishment of a new production line and related facility setup for the Guanyin Factory of the company.

Independent directors disagree

Nil

The company's handling of the different opinions of the audit committee

-

2023 - 12 - 07

3nd meeting of the 4th committee

Content

1. Reporting on the derivative financial instrument transactions of the Company and its subsidiaries for the period from October to November of 2023
2. Reporting on the status of fund loans and endorsements by the Company and its subsidiaries as of November 30th of 2023.
3. Proposing the "Audit Plan" for 2024 of the Company.

Independent directors disagree

Nil

The company's handling of the different opinions of the audit committee

-

Replenish

In addition to the aforementioned issues, any other motions not passed by the Audit Committee but passed by the Board at the consent of more than two-thirds of the Directors: Not applicable.
II. Avoidance of involvements in interest-conflicting motions by independent directors, including details such as the name of independent director, the motion, the nature of conflicting interests, and involvement in the voting process: None.
III. The communication between the Independent Directors and the Chief Internal Auditor and the CPAs (including the financial position and state of business operation in materiality, the means of communication, and the result):
(1) The Audit Committee convenes regularly and will invite certified public accountants, Chief Internal Auditor, and related officers to attend the meeting.
(2) The internal auditors conduct audits in accordance with the Annual Audit Plan and report to the Audit Committee on the audit findings. The Audit Committee evaluates the internal control system, the internal auditors, and the pursuit of internal audits regularly.
(3) The Audit Committee regularly engages in communication with the company's independent auditors regarding the review or audit results of the financial statements for each quarter and other communication matters related to legal requirements. Additionally, the committee independently reviews the appointment of the auditors and their provision of both audit and non-audit services for compliance with independence requirements. Simultaneously, professional advice is provided regarding the effectiveness of the internal control system.

Remuneration Committee

Name

Title

Huey-Jen Su

Convener

Po-Young Chu

Member

Chang-Mou Yang

Member

Operation of the Remuneration Committee

(1) The Remuneration Committee has 3 members.
(2) Term of current Committee: June 29, 2023, to June 28, 2026. The Remuneration Committee was convened 4 times (A) in the last fiscal year. Committee members’ qualifications and attendance were as follows:

Title

Name

Attendance

Entrust attendance

Attendance rate

Remark

Convener

Huey-Jen Su

2

0

100%

Convener
Newly appointed on June 29, 2023

Member

Po-Young Chu

4

0

100%

-

Member

Chang-Mou Yang

2

0

100%

Newly appointed on June 29, 2023

Independent Director

Donald Chang

2

0

100%

Term expired on June 29, 2023

Independent Director

Shi-Chern Yen

2

0

100%

Term expired on June 29, 2023

Records Content

If with respect to any resolution of the remuneration committee, any member has a dissenting or qualified opinion that is on record or stated in a written statement, the opinion shall be stated in the meeting minutes. The date of the remuneration committee meeting, session, motion, the opinions of all members, and the response to their opinions shall be recorded.

Date

No.

2023 - 02 - 23

4th-09

Content

1 Proposed profit distribution plan and director remuneration for the fiscal year 2022 of the company, including distribution method and recipients.
2 Proposed amendment of the company’s “Remuneration committee Charter.”
3 Proposed to review and approve the targets for the fiscal year 2022 and the goal achievement of related employee stock options.
4 Report on the performance evaluation results of remuneration committee for 2022.

Result

1 Unanimous approval from all committee members.
2 Unanimous approval from all committee members.
3 After deliberation by all committee members, it is proposed to present the committee’s recommendations, along with the original proposal, for discussion at the board of directors meeting.
4 Unanimous approval from all committee members.

Opinions Expressed by The Committee Members and Company’s Response

-

2023 - 05 - 05

4th-10

Content

1 Proposed the annual salary increase plan for the fiscal year 2023 of the company.
2 Proposal of the 2022 targets and the issuance ratio of related employee stock options, as well as the new targets for year 2023.

Result

1.Unanimous approval from all committee members.
2.Unanimous approval from all committee members.

Opinions Expressed by The Committee Members and Company’s Response

-

2023 - 08 - 04

5th-01

Content

1. Proposed the annual salary increase plan for executive level above associate vice president (inclusive) in the fiscal year 2023.
2. Proposed remuneration adjustment plan for executive level due to promotion and job role change.

Result

1. Unanimous approval from all committee members.
2. Unanimous approval from all committee members.

Opinions Expressed by The Committee Members and Company’s Response

-

2023 - 12 - 07

5th-02

Content

1. Proposed organizational goal YR2023 and stock options reward plan of the company.
2. Proposed organizational goal YR2024 and the standard of performance evaluation for executive level of the company.

Result

1. Unanimous approval from all committee members.
2. Unanimous approval from all committee members.

Opinions Expressed by The Committee Members and Company’s Response

-

Additioinal Information

1. Define and periodically review the policies, systems, standards, and structure of performance evaluation and remuneration for directors and officers.
2. Periodically review and determine the remuneration for directors and officers.

Sustainability Development Committee

Name

Title

Johnson Lee

Convener

FY Gan

Member

Huey-Jen Su

Member

Po-Young Chu

Member

Chang-Mou Yang

Member

OPERATION OF THE Sustainability Development Committee

Title

Name

Attendance

Entrust attendance

Attendance Rate

Remark

Chairman

Johnson Lee

1

0

100%

Convener

Member

FY Gan

1

0

100%

-

Member

Huey-Jen Su

1

0

100%

-

Member

Po-Young Chu

1

0

100%

-

Member

Chang-Mou Yang

1

0

100%

-

RECORDS CONTENT

Date

No.

2023 - 06 - 10

1

內容

Content

決議結果

Resullt

公司對永續發展委員會意見之處理

Opinions Expressed by The Committee Members and Company’s Response

Communication with Independent Directors

Communication between Independent Directors, Chief Audit Executive (CAE) and Certified Public Accountant (CPA)

1. The company submits a monthly audit report covering the identified deficiencies and corrective actions/ improvements in the previous month to the independent directors. The independent directors review the report and give instructions/suggestions.
2. The company's CAE convenes the audit committee quarterly to explain the audit business, audit results and follow-up status to the independent directors.
3. The company holds a board meeting every quarter. Independent directors and CAE all attend the board meeting. CAE reports the internal audit business at each board meeting.
4. During the audit of quarterly and annual financial statements, CPA attends the Audit Committee to explain audit (review ) scope of Financial Statements, significant Matters, conclusions, and to provide an update on relevant regulatory requirements, and to discuss fully and jointly with the independent directors.
5. CAE, CPA and independent directors can contact each other directly at any time as needed, and the communication channel is smooth.

Communication between Independent Directors and CAE

Date

Content

2020 - 08 - 04

The Audit Committee

Main Points

Discussion basing on the company's current situation, audit results, and findings, the independent director suggested setting up risk metrics to conduct high, medium, and low importance levels for audit findings, potential risk.

Execution

The implementation progress had been reported to the independent directors on 2020/11/03.

2020 - 11 - 03

The Audit Committee

Main Points

Discussion basing on the company's current situation, audit results, and findings, the independent directors suggested to add factory environmental safety and health issues in terms of factory expansion inspection items to the annual audit plan.

Execution

The audit for factory environmental safety and health issues was added into next year audit plan.

2021 - 03 - 12

The Audit Committee

Main Points

Discussion basing on the company's current situation, audit results, and findings, follow-up reports on the improvement plans for the salary audit and investment audits had been updated.

Execution

The relevant implementation progress had been reported to the independent directors.

2021 - 05 - 04

The Audit Committee

Main Points

Discussion basing on the company's current situation, audit results, and findings, independent directors provided advice on suppliers’ management and the implementation of procurement contract.

Execution

The relevant implementation progress had been reported to the independent directors.

2021 - 08 - 02

The Audit Committee

Main Points

Discussion basing on the company's current situation, audit results, and findings.

Execution

The relevant implementation progress had been reported to the independent directors.

2021 - 11 - 02

The Audit Committee

Main Points

Discussion basing on the company's current situation, audit results, and findings., independent directors requested to follow control procedures for major engineering equipment to protect the rights of our company.

Execution

The relevant implementation progress had been reported to the independent directors at this meeting and audit team continued to track the status.

2021 - 12 - 14

The Audit Committee

Main Points

Discussions on the company's audit results and the follow-up matters.

Execution

The relevant implementation progress had been reported to the independent directors at this meeting and audit team continued to track the status.

2021 - 12 - 23

Individual communication meeting

Main Points

Communicate and discuss with independent directors on the company's global planning, major engineering projects, and adjustments for new law requirement .
Independent directors suggested to seek external experts’ support.

Execution

Evaluation execution per independent director suggestions.

2022 - 03 - 11

The Audit Committee

Main Points

1. Execution of the audit plan from 2021 October to December
2. Report the internal control declaration.

Execution

Noted. Submit the report to the board meeting.

2022 - 05 - 04

The Audit Committee

Main Points

Execution of the audit plan from 2022 January to March

Execution

Noted. Submit the report to the board meeting.

2022 - 08 - 04

The Audit Committee

Main Points

Execution of the audit plan from 2022 April to June

Execution

Noted. Submit the report to the board meeting.

2022 - 11 - 02

The Audit Committee

Main Points

1. Execution of the audit plan from July to September 2022
2. 2023 annual audit plan report

Execution

Noted. Submit the report to the board meeting.

2022 - 11 - 17

Individual communication meeting

Main Points

Communicate and discuss with independent directors about the company's audit annual plan including subsidiaries in the coming year; independent directors suggest seeking assistance from external consultants for professional projects (such as information s

Execution

Evaluation execution per independent director suggestions.

2023 - 02 - 23

The Audit Committee

Main Points

Execution of the audit plan from November to December 2022.
Proposing the "Internal Control System Statement" for 2022.

Execution

Noted. Submit the report to the board meeting.

2023 - 05 - 05

The Audit Committee

Main Points

Execution of the audit plan from January to March 2023.

Execution

Noted. Submit the report to the board meeting.

2023 - 08 - 04

The Audit Committee

Main Points

Execution of the audit plan from April to June 2023.

Execution

Noted. Submit the report to the board meeting.

2023 - 11 - 03

The Audit Committee

Main Points

Execution of the audit plan from July to September 2023.

Execution

Noted. Submit the report to the board meeting.

2023 - 12 - 07

The Audit Committee

Main Points

Proposing the "Audit Plan" for 2024 of the Company.

Execution

Noted. Submit the report to the board meeting.

2023 - 12 - 20

Individual communication meeting

Main Points

Engaged in discussions with the independent directors regarding the audit execution for 2023 and the audit plan for 2024. The independent directors suggested placing emphasis on auditing the ESG (Environmental, Social, and Governance) report in the future.

Execution

Evaluation execution per independent director suggestions.

Communication between Independent Directors and CPA

Date

Content

2020 - 03 - 13

The Audit Committee

Main Points

1. CPA were in attendance to explain the audit result of the standalone and consolidated financial statements for the fiscal year 2019.
2. Communication of Key Audit Matters for the fiscal year 2019
3. According to the new IFRS bulletin, the net change amount in the beginning retained earnings should be included in undistributed earnings for taxation purposes.
4. Anticipated changes in the basis of setting aside legal reserve
5. TPEX (Taipei Exchange) circular requires company’s financial statements to be self-compiled
6. CPA's explanations to the questions raised by the independent directors

Execution

No objection.

2020 - 05 - 04

The Audit Committee

Main Points

1. CPA were in attendance to explain the review result of the consolidated financial statements for the first quarter of 2020.
2. CPA's explanations to the questions raised by the independent directors

Execution

No objection.

2020 - 08 - 04

The Audit Committee

Main Points

1. CPA were in attendance to explain the review result of the consolidated financial statements for the second quarter of 2020.
2. TPEX (Taipei Exchange) requests to provide self-assessment form for the company’s financial statements that are self-compiled.
3. Year-end audit matters in China.
4. CPA's explanations to the questions raised by the independent directors

Execution

No objection.

2020 - 11 - 03

The Audit Committee

Main Points

1. CPA were in attendance to explain the review result of the consolidated financial statements for the third quarter of 2020.
2. 2020 audit scope and schedule planning
3. Year-end Group audit matters.
4. Communication of Key Audit Matters for the fiscal year 2020
5. Amendments and FAQs to Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies
6. Amendments to Regulations Governing the Preparation of Financial Reports by Securities Issuers - additional disclosure items in the standalone financial statements for the fiscal year 2020.
7. CPA's explanations to the questions raised by the independent directors

Execution

No objection.

2021 - 03 - 12

The Audit Committee

Main Points

1. CPA were in attendance to explain the audit result of the standalone and consolidated financial statements for the fiscal year 2020.
2. Communication of Key Audit Matters for the fiscal year 2020
3. Anticipated changes in the basis of setting aside special reserve

Execution

No objection.

2021 - 05 - 04

The Audit Committee

Main Points

CPA were in attendance to explain the review result of the consolidated financial statements for the first quarter of 2021.

Execution

No objection.

2021 - 08 - 02

The Audit Committee

Main Points

CPA were in attendance to explain the review result of the consolidated financial statements for the second quarter of 2021.

Execution

No objection.

2021 - 11 - 02

The Audit Committee

Main Points

1. CPA were in attendance to explain the review result of the consolidated financial statements for the third quarter of 2021.
2. 2021 audit scope and schedule planning
3. Communication of Key Audit Matters for the fiscal year 2021
4. Reminder to listed companies to promptly comply with the announcement schedule for publication of annual unaudited annual financial information under the "Corporate Governance Blueprint 3.0" issued by the FSC (Financial Supervisory Commission)

Execution

No objection.

2021 - 12 - 23

The Audit Committee

Main Points

1. Explanation of significant events for the fourth quarter of 2021.
2. Communication of Key Audit Matters for the fiscal year 2021
3. Planning for the year-end audit.
4. Notice of recent ordinance amendments

Execution

No objection.

2022 - 03 - 11

The Audit Committee

Main Points

1. CPA were in attendance to explain the audit result of the standalone and consolidated financial statements for the fiscal year 2021.
2. Communication of Key Audit Matters for the fiscal year 2021

Execution

No objection.

2022 - 05 - 04

The Audit Committee

Main Points

1. CPA were in attendance to explain the review result of the consolidated financial statements for the first quarter of 2022.
2. Explanation of significant events for the first quarter of 2022.

Execution

No objection.

2022 - 08 - 04

The Audit Committee

Main Points

CPA were in attendance to explain the review result of the consolidated financial statements for the second quarter of 2022.

Execution

No objection.

2022 - 11 - 02

The Audit Committee

Main Points

1. CPA were in attendance to explain the review result of the consolidated financial statements for the third quarter of 2022.
2. 2022 audit scope and schedule planning
3. Communication of Key Audit Matters for the fiscal year 2022

Execution

No objection.

2022 - 11 - 17

Individual communication meeting

Main Points

FSC (Financial Supervisory Commission) releases the disclosure framework for AQI (Audit Quality Indicators).

Execution

No objection.

2023 - 02 - 23

The Audit Committee

Main Points

1. CPA were in attendance to explain the audit result of the standalone and consolidated financial statements for the fiscal year 2022.
2. Communication of Key Audit Matters for the fiscal year 2022
3. Explanation of IESBA (International Ethics Standards Board for Accountants )

Execution

No objection.

2023 - 05 - 05

The Audit Committee

Main Points

1. CPA were in attendance to explain the review result of the consolidated financial statements for the first quarter of 2023.
2. Explanation of IESBA (International Ethics Standards Board for Accountants )

Execution

No objection.

2023 - 08 - 04

The Audit Committee

Main Points

CPA were in attendance to explain the review result of the consolidated financial statements for the second quarter of 2023.

Execution

No objection.

2023 - 08 - 04

Individual communication meeting

Main Points

1. Communication matters and timetable with the Management
2. The investment structure of the Group and a description of the positioning of major companies in the Group.
3. Recent significant transactions of the Group

Execution

No objection.

2023 - 11 - 03

The Audit Committee

Main Points

1. CPA were in attendance to explain the review result of the consolidated financial statements for the third quarter of 2023.
2. 2023 audit scope and schedule planning
3. Communication of Key Audit Matters for the fiscal year 2023