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Corporate Governance

    Audit Committee

    The Audit Committee is established to strengthen Corporate Governance and is composed of all independent directors:

    Job TitleNameProfessional
    Qualifications    		IndependenceTerm of Office
    Independent DirectorTsung-sheng LinEligibleEligible2019/6/21 to 2022/6/20
    Independent DirectorTsung-sheng LinEligibleEligible
    Independent DirectorChin-tsai ChenEligibleEligible

    Communication between the Independent Directors and the Head of Internal Audit and the Accountant:

    I. The Head of Internal Audit reports the results of the audit to the Audit Committee on a regular basis and gives a report on the internal audit at the Audit Committee meetings held every quarter. Any significant irregularities are also reported to the Audit Committee members immediately. The communication between the independent directors of the Company and the Head of Internal Audit is good.

    II. The Company's Certified Public Accountant communicates at quarterly Audit Committee meetings regarding the results of the audit or review of the quarterly financial statements and other matters required by the relevant laws. The communication between the independent directors of the Company and the Certified Public Accountant is good.

    The duty of the Committee, includes but is not limited to, the following:

    I. To establish or amend an internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
    II. To evaluate the effectiveness of the internal control system.
    III. To establish or amend procedures for the acquisition or disposal of assets, engaging in derivative transactions, offering loans to others, endorsing or providing guarantees for others in accordance with the provisions of Article 36-1 of the Securities and Exchange Act.
    IV. Matters in which the directors have a personal interest.
    V. Significant asset or derivative transactions.
    VI. Significant loans, endorsements or guarantees of funds
    VII. The raising, issuance or private placement of marketable securities of an equity nature.
    VIII. The appointment, dismissal or remuneration of certified accountant.
    IX. Appointment or dismissal of financial, accounting or internal audit officers.
    X. The annual financial report and the semi-annual financial report.
    XI. Other important matters as prescribed by Company or competent authorities.

    Information on the operation of the Audit Committee:

    The attendance of the Supervisors of the Directors at the six meetings of the Board of Directors held in the most recent year (FY2020) [A] is shown below:
    Job TitleNameActual number of meetings attended
    B    		Number of attendance by proxyActual attendance rate (%)
    [B/A]
    Independent DirectorTsung-Sheng Lin50100%
    Independent DirectorShih-Chien Yang4180%
    Independent DirectorChin-Tsai Chen2340%

    Other matters to be recorded:

    I. The date and duration of the Board meeting, the content of the motion, the outcome of the Audit Committee's resolution and the Company's handling of the Audit Committee's comments should be stated if any of the following apply:
    1. The matters listed in section 14(5) of the Securities and Exchange Act:
    Board of Directors
    Date/Period    		Contents of the motion and its follow-upMatters set out in
    section 14quinquies of
    the Securities and Exchange Act    		Resolutions not approved
    by the Audit Committee but
    approved by 2/3 of all Directors
    2020.03.18
    1st Year 6th Time    		1. Audit the implementation of the plan.EligibleNo such matter
    2. Submit the Statement of Internal Control System
    3. Amend the "Internal Control System" and "Implementation Rules for Internal Audit" of the Company
    4. Assess the independence and suitability of the Company's financial reporting Certified Public Accountant.
    5. The Company's 2019 Annual Report on Business and Financial Statements.
    6. Distribution of the Company's earnings for the year 2019.
    7. The Company's capital structure was adjusted.
    8. The Company will reduce its capital and does not intend to adjust the share exchange ratio for the share exchange between the Company and Kingpak Technology Inc. in consideration of the new shares issued by the Company.
    9. The Company intends to request the Board of Directors to authorize the Chairman to determine the basis of conversion of shares and the number of new shares to be issued as a result of the capital increase in connection with the share conversion between the Company and Kingpak Technology Inc. as the actual situation requires.
    10. The Company intends to amend certain provisions of the Articles of Association of the Company.
    11. 2020 Annual Operating Plan.。
    12. The date and venue of the Company's 2020 Annual General Meeting and the reasons for its convening.
    13. The period and venue for receiving proposals from shareholders at the Company's 2020 Annual General Meeting.
    14. The Company intends to apply to financial institutions for trading lines for working capital and for interest and exchange rate risk management purposes.
    15. The Company invests USD 9.5 million (committed investment amount) in the Wise Road Industry Investment Fund I managed by Wise Road Capital.
    Result of the resolution of the Audit Committee: After the Chairman consulted all the members present, the resolution was passed with no objection.
    Disposal of the opinion of the Audit Committee: The Chairman consulted all the Directors present and passed the resolution without objection.
    2020.05.08
    1st Year 7th Time    		1. Audit the implementation of the plan.EligibleNo such matter
    Result of the resolution of the Audit Committee: After the Chairman consulted all the members present, the resolution was passed with no objection.
    Disposal of the opinion of the Audit Committee: The Chairman consulted all the Directors present and passed the resolution without objection.
    2020.08.11
    1st Year 8th Time    		1. Audit the implementation of the plan.EligibleNo such matter
    2. Additionally establish the Company's “Internal Audit Implementation Rules.”
    3. Additionally establish the 2020 Annual Audit Plan.
    4. Additionally establish the Board Performance Assessment Method”.
    5. The Company establishes a Head of Corporate Governance.
    Result of the resolution of the Audit Committee: After the Chairman consulted all the members present, the resolution was passed with no objection.
    Disposal of the opinion of the Audit Committee: The Chairman consulted all the Directors present and passed the resolution without objection.
    2020.11.10
    1st Year 9th Time    		1. Audit the implementation of the plan.EligibleNo such matter
    2. Submit the 2021 Annual Audit Plan。
    3. Proposed loan of funds to a subsidiary, Kingpak Technology Inc.
    4. Proposed cancellation of the Company's new shares with restricted employee rights which have not met the vesting conditions.
    Result of the resolution of the Audit Committee: After the Chairman consulted all the members present, the resolution was passed with no objection.
    Disposal of the opinion of the Audit Committee: The Chairman consulted all the Directors present and passed the resolution without objection.
    2020.12.29
    1st Year 10th Time    		1. Proposed cancellation of the Company's new shares with restricted employee rights which have not met the vesting conditions.EligibleNo such matter
    Result of the resolution of the Audit Committee: After the Chairman consulted all of the present members, the resolution was passed with no objection.
    Disposal of the opinion of the Audit Committee: The Chairman consulted all the present Directors and passed the resolution without objection.

    2. Other than the aforementioned matters, resolutions not approved by the Audit Committee and approved by two-thirds of all Directors: None.

    II. In the case of disqualification of an independent director from the implementation of an interest motion, the name of the independent director, the content of the motion, the reasons for the disqualification and the participation in the vote should be stated: None
    III. Communication between the Independent Directors and the Head of Internal Audit and the Accountant (which shall include the material matters, manner and results of communication regarding the financial and business conditions of the Company):
    1. Frequency and manner of communication:
        (1) The Audit Committee and the Board of Directors of the Company meet quarterly and the Head of Audit attends each meeting and reports on internal audit activities as necessary.

        (2) The Audit Committee and the Board of Directors of the Company meet quarterly and the Certified Public Accountant is present at each quarterly financial report when it is approved to report on the financial statements.

        (3) The Head of Audit, Certified Public Accountant and Independent Directors communicate directly with each other as necessary to discuss issues

        (4) The independent directors hold communication meetings with the accountants whenever necessary.

    2. Content of Communication and Conclusion:
    (1) The communication between the independent directors of the Company and the auditors is good in terms of performance and effectiveness
    DateHighlights of CommunicationDirectors'
    Recommendations    		Processing of performance results
    Audit Committee
    (2020.03.18)
    • 1.Audit the implementation of the plan.
    • 2.Submit the Statement of Internal Control System
    • 3. Amend the "Internal Control System" and "Implementation Rules for Internal Audit" of the Company
    		N/AApproved by the Audit Committee and reported to the Board of Directors
    Audit Committee
    (2020.05.08)
    • 1. Audit the implementation of the plan.
    		N/AApproved by the Audit Committee and reported to the Board of Directors
    Audit Committee
    (2020.08.11)
    • 1.Audit the implementation of the plan.
    • 2. Additionally establish “Internal Audit Implementation Rules.”
    • 3. Additionally establish “2020 Annual Audit Plan”
    		N/AApproved by the Audit Committee and reported to the Board of Directors
    Audit Committee
    (2020.11.10)
    • 1.Audit the implementation of the plan.
    • 2.Propose the 2021 Annual Audit Plan.
    		N/AApproved by the Audit Committee and reported to the Board of Directors
    Audit Committee
    (2020.12.29)    		There was no reportable matter in attendance.N/AN/A
    Audit Committee
    (2021.03.11)
    • 1. Audit the implementation of the plan.
    • 2. Submit the Statement of Internal Control System
    		N/AApproved by the Audit Committee and reported to the Board of Directors

    (2) The communication between the independent directors of the Company and the accountants is good.

    DateHighlights of CommunicationDirectors'
    Recommendations    		Processing of performance results
    Audit Committee
    (2020.03.18)    		Presentation and Communication by the Accountants on the 2019 Individual and Consolidated Financial StatementsN/AApproved by the Audit Committee and presented to the Board of Directors for discussion
    Audit Committee
    (2020.05.08)    		Presentation and communication with the accountants regarding the consolidated financial statements for the first quarter of 2020N/AApproved by the Audit Committee and presented to the Board of Directors for discussion
    Audit Committee
    (2020.08.11)    		Presentation and communication with the accountants regarding the consolidated financial statements for the second quarter of 2020N/AApproved by the Audit Committee and presented to the Board of Directors for discussion
    Audit Committee
    (2020.11.10)    		Presentation and communication by the accountants on the consolidated financial statements for the third quarter of 2020N/AApproved by the Audit Committee and presented to the Board of Directors for discussion
    Audit Committee
    (2021.03.11)    		Presentation and Communication by the Accountants on the 2020 Individual and Consolidated Financial StatementsN/AApproved by the Audit Committee and presented to the Board of Directors for discussion

    Remuneration Committee

    In order to improve the remuneration management function of the Company's Board of Directors, the Company has established a Remuneration Committee, which consists of three independent directors and meets at least twice a year.
    Job TitleNameName Professional QualificationsIndependenceTerm of Office
    Independent DirectorShi-jian YangEligibleEligible2019/6/21 to 2022/6/20
    Independent DirectorZong-sheng LinEligibleEligible
    Independent DirectorChin-Tsai ChenEligibleEligible

     

    Other matters to be recorded:
    I. If the Board of Directors does not adopt or amend the recommendations of the Compensation Committee, it shall state the date and duration of the Board of Directors' meeting, the content of the motion, the outcome of the Board of Directors' resolution and the Company's handling of the recommendations of the Compensation Committee: No such matter
    II. If any member of the Salary and Compensation Committee has any objections or reservations to a resolution, and such objections or reservations are recorded or stated in writing, the date and time of the meeting of the Salary and Compensation Committee, the content of the resolution, the views of all members and the treatment of the views of members shall be stated: None.
    This Committee Members shall faithfully perform the following duties and responsibilities with the care of a good manager and shall submit its recommendations to the Board for discussion:
    I. To establish and regularly review the policies, systems, standards and structures for the evaluation of the performance and remuneration of directors and managers of the Company.
    II. To evaluate and determine the remuneration of Directors and Managers on a regular basis.
     

    1. Salary and Compensation Committee Membership Information

     
     
    		Have at least five years of working
    experience and the following professional qualifications    		Independence eligible (Note)  
    Identity Status
    Conditions
    Name    		Lecturer or above at a public or
    private university in business, law, finance,
    accounting or related disciplines required
    for company operations    		Judge, prosecutor, lawyer, accountant or
    other professional and technical personnel who
    have passed a national examination related to the
    company's business    		Work experience in business, law, finance,
    accounting or related to company business    		12345678910Number of members
    of remuneration committees
    of other public companies    		Remarks
    Independent DirectorShi-jian Yang  EligibleEligible EligibleEligibleEligible  EligibleEligibleEligible2 
    Independent DirectorZong-sheng Lin  EligibleEligible EligibleEligibleEligible  EligibleEligibleEligible2 
    Independent DirectorChin-Tsai ChenEligible EligibleEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligibleEligible2 


    Note: For each member who has fulfilled each of the following criteria during the two years prior to and during his or her term of office, please place an “Eligible” in the box below each criteria code.

    (1) Not an employee of the Company or its affiliates.
    (2) Not a director or supervisor of the company or its affiliates (except in the case where the company and its parent company, subsidiary or subsidiary of the same parent company are serving concurrently as independent directors in accordance with the Act or the laws of the country of origin).
    (3) A natural person shareholder who does not hold more than 1% of the total number of issued shares of the Company or the top ten shares in the name of himself/herself, his/her spouse, minor children or others.
    (4) A person who is not the spouse, a relative within the second degree of consanguinity or a relative within the third degree of consanguinity of a manager listed in (1) or a person listed in (2) or (3).
    (5) A director, supervisor or employee of a corporate shareholder who does not directly hold more than 5% of the total number of issued shares of the Company, or who is one of the top five holders of shares, or who is designated as a representative to act as a director or supervisor of the Company in accordance with Article 27, paragraph 1 or 2 of the Company Act (except where the aforementioned person is an independent director established in accordance with this Act or the laws of the country in which he or she holds a concurrent position in the Company and its parent company, subsidiary or subsidiary of the same parent company).
    (6) A director, supervisor or employee of another company which is not controlled by the same person as the directorship or more than one-half of the voting shares of the company (except where the foregoing persons are independent directors established in accordance with this Act or the laws of the State where they hold concurrent offices in the company or its parent company, subsidiary or subsidiary of the same parent company).
    (7) A director (director), supervisor (supervisor) or employee of another company or institution who is not the same person or spouse of the chairman, president or equivalent of the company (except where the aforementioned person is an independent director established in accordance with this Law or a local law and serves concurrently with the company or its parent company, a subsidiary or a subsidiary of the same parent company).
    (8) A director (director), supervisor (supervisor), manager or shareholder holding more than 5% of the shares of a specific company or organization that does not have financial or business dealings with the Company (provided that if the specific company or organization holds more than 20% but not more than 50% of the total issued shares of the Company, and if the aforementioned person is an independent director established in accordance with this Law or a local law and serves concurrently with the Company or its parent company, a subsidiary or a subsidiary of the same parent company).
    (9) Professionals, sole proprietors, partners, directors (directors), supervisors (supervisors), managers and their spouses who do not provide audit or have received remuneration of less than NT$500,000 in the last two years for business, legal, financial, accounting and other related services to the Company or its affiliates. However, members of the Salary and Compensation Committee, the Public Takeover Review Committee or the Special Committee on Mergers and Acquisitions, which perform functions under the Securities and Exchange Act or the relevant Acts of the Business Mergers And Acquisitions Act, shall be exceptions.
    (10) In the absence of one of the circumstances set forth in Article 30 of the Company Act.

    2. Information on the operating status of the Salary and Compensation Committee

    I. The Salary and Compensation Committee of the Company consists of 3 members.
    Term of office: The fourth term of office of the members is from 21 June 2019 to 20 June 2022. The Salary and Compensation Committee met 2 times (A) in the latest year (2020). The qualifications and attendance of members are as follows:
    Job TitleNameActual number of meetings attended
    B    		Number of attendance by proxyActual attendance rate (%)
    [B/A]
    ConvenerTsung-sheng Lin20100%
    MemberShih-chien Yang20100%
    MemberChin-tsai Chen020%

    Other matters to be recorded:

    I. If the Board of Directors does not adopt or amend the recommendations of the Compensation Committee, it shall state the date and duration of the Board of Directors' meeting, the content of the motion, the outcome of the Board of Directors' resolution and the Company's handling of the recommendations of the Compensation Committee: No such matter.
    II. If any member of the Salary and Compensation Committee has any objection or reservation to a resolution and it is recorded or stated in writing, the date and duration of the Salary and Compensation Committee meeting, the content of the resolution, the views of all members and the treatment of the views of the members shall be stated:
    Board of Directors
    Date/Period    		Content of the MotionResults of Remuneration
    Committee Resolutions    		The Company's handling of
    the Salary and Compensation
    Committee's opinion
    2020.01.08
    4th Year 3rd Time    		1. 2019 year-end bonus payments for Company managersApproved by all members present without dissenting voteApproved by all Directors present without dissenting vote
    2020.03.18
    4th Year 4th Time
    • 1.The Company's 2019 Employee and Director Compensation Allocation
    • 2.Establishment of the year-end bonus and employee compensation scheme
    		Approved by all members present without dissenting voteApproved by all Directors present without dissenting vote

    Nomination committee

    Based on the authorization of the board of directors, the nomination committee faithfully fulfills the following duties and send recommendations to the board for discussion: 

    1. Set the criterion for the required expertise, technology, experience, gender, and independency of board members and high-level managers, and seek, examine, and nominate board member and high-level manger candidates accordingly.
    2. Construct and develop board of directors and each committee and conduct performance appraisal of the board of directors, each committee, each board member, and high-level managers, and evaluate the independency of each independent director.
    3. Make and regularly review the education plan for the board members, and make and regularly review the successor plan for the board members and high-level managers.
    4. Enact code of practice for the corporate governance.

    Nominating Committee was established on November 11, 2021 and tenure is from November 11, 2021 to June 20, 2022. We didn’t held a meeting in 2021.                                                                                                                       (A)The last meeting on March 17, 2022 and the attendance status of the Nominating Committee members was as follows:

    TitleNameAttendance in person (B)Attendance by ProxyAttendance Rate (%) (B)/(A)
    ConvenerTun-Son Lin10100%
    Committee MemberShih-Chien Yang10100%
    Committee MemberChin-Tsai Chen10100%

    Other Matters

    I.If the Board of Directors chooses not to adopt or revise recommendations proposed by the Nominating Committee, the date of the Board Meeting, sessions, the contents discussed, results of meeting resolutions, and the company's disposition of opinions provided by the Nominating Committee shall be described in detail: No such occurrences.

    II. For resolution(s) made by the Nominating Committee with the Committee members voicing opposing or qualified opinions on the record or in writing, please state the meeting date, term, contents of proposal, and opinions of all members and the Company's handling of said opinions:

    Board of Directors
    Date/Term
    Resolution
    Resolution of the Meeting of the Nominating Committee
    The Company's Response to the Nominating Committee 's Opinions

    March 17, 2022             1th Committee            The 1rd meeting

    The results of the board  performance evaluation in 2021.

    Nominating candidates for directors.

    Proposal passed without objections from all present committee members.

    Approved by all directors present unanimously.

    Operating status of Corporate Governance

    The Board of Directors of the Company resolved on 11 August 2020 to appoint Ms. Jia-li Huang, Deputy General Manager and Chief Financial Officer of the Finance Division, as the Head of Corporate Governance to be responsible for Corporate Governance related matters. Jia-li Huang has at least three years of experience in financial and other management roles in publicly traded companies.
    Matters related to Corporate Governance include the following:
    I. To transact business in connection with the meetings of the Board and of the Members in accordance with the Law.

    II. To prepare minutes of meetings of the Board of Directors and shareholders.

    III. To assist directors and supervisors in their appointment and continuing education.

    IV. To provide information necessary for directors and supervisors to carry out their business.

    V. To assist the Directors and Supervisors in complying with the Act.

    VI. Other matters as stipulated in the Articles of Association or the Deed.

    The business priorities for 2021 are as follows:
    I. To provide information to the Directors for the meetings of the Board of Directors and Audit Committee.
    II. To be responsible for the announcement of major resolutions on the day following the Board of Directors' and Shareholders' meetings.
    III. To deal with matters relating to shareholders' meetings in accordance with the law.
    IV. To handle the registration of changes in the Company's operations.
    V. To provide information on directors' continuing education from time to time and to remind them to complete their studies and reporting in accordance with the requirements of the "Important Points for the Implementation of Continuing Education for Directors and Supervisors of Listed Companies".
    VI. The corporate governance officer has reported the situation of 2021 corporate governance to the board meeting held on November 11, 2021.
           (including the effectiveness of corporate social responsibility, related matters of risk management, policy and measure on information security, and intellectual property plans)

     

    Further Education Hours for the Head of Corporate Governance in 2020

    Job TitleNameDate of StudyOrganizerCourse NameStudy Hours
    Head of Corporate GovernanceChia-li Huang2020/09/24Securities and Futures InstituteTo explore how companies plan their shareholding and board and shareholders' meeting strategies through recent cases of management disputes3 hours
    2020/10/21Securities and Futures InstituteCorporate Mergers and Acquisitions - Focusing on Hostile Mergers and Acquisitions3 hours
    2020/11/26Accounting Research and Development FoundationAccounting Supervisor Continuing Education Course12 hours

    Top ten shareholders (2021.04.09)

    The names, total amount of shares, and shareholding ratio of the top ten shareholders holding more than 5% of shares Click here to download