廣宇

Auditing Committee

The Auditing Committee members are three independent directors, term of office from 2020/06/12 to 2023/06/11, member details are as following：

Title

Name

Gender

Experiences/Education

Title

Independent Director

Name

Cheng, Wen-Jung

Gender

Male

Experiences/Education

Partner Accountant of Fubo CPAs
Professional Education Committee member, CPA Association ROC(Taiwan)
Master of Accounting, NTU
Title

Independent Director

Name

Huang, Mien-Ching

Gender

Male

Experiences/Education

Supervisor of the company
MBA, State University of New York at Buffalo
Title

Independent Director

Name

Wei, Min-Chang

Gender

Male

Experiences/Education

Financial officer of Foxconn Technology Co., Ltd.
Financial officer of Elitegroup Computer Systems
Bachelor of Accounting, FJU

Main works of the Auditing Committee：

1.Adopt and amend internal control systems accordance with S&E Act, Article 14-1.
2.Evaluate the effectiveness of the internal control systems.
3.Adopt and amend the procedures of material financial and business acts for the acquisition and disposal of assets, derivative trade, loaning of funds to others, endorsements and guarantees accordance with S&E Act, Article 36-1.
4.A matter bearing on the personal interest of a director.
5.A material asset or derivatives transaction.
6.A material monetary loan, endorsement, or provision of guarantee.
7.The offering, issuance, or private placement of any equity-type securities.
8.The hiring or dismissal of an attesting CPA, or the compensation given thereto.
9.The appointment or discharge of a financial, accounting, or internal auditing officer.
10.Annual financial reports and second quarter financial reports.
11.Any other material matter so required by the company or the Competent Authority.

In 2021, there are 6 Auditing Committee Meetings, attendance of Independent Director is as following：

Title

Name

Attendance in person

Attendance by proxy

Actual attendance rate (%)

Remark

Title

Independent Director

Name

Cheng, Wen-Jung

Attendance in person

6

Attendance by proxy

0

Actual attendance rate (%)

100%

Remark
Title

Independent Director

Name

Wei, Min-Chang

Attendance in person

6

Attendance by proxy

0

Actual attendance rate (%)

100%

Remark
Title

Independent Director

Name

Huang, Mien-Ching

Attendance in person

6

Attendance by proxy

0

Actual attendance rate (%)

100%

Remark

I. If any of the following applies to the operation of the Auditing Committee, specify the date, session, content of motions of the Board, the resolution of the Auditing Committee and the response of the Company to the opinions of the Auditing Committee:：

(I) According to Article 14-5 of the Securities and Exchange Act: Approved by the Auditing Committee and presented to the Board
1. Passed by the 1st session of the Board on March 23, 2021：
(a) Passed the financial statements of 2020.
(b) Passed the evaluation of the effectiveness of the internal control system.
(c) Passed amendments of Procedures for derivative commodities operation.

2. Passed by the 2nd session of the Board on March 30, 2021：
(a) Passed the disposition of partial shares of overseas investment company(Cybertan Technology Corp.).

3. Passed by the 3rd session of the Board on May 11, 2021：
(a) Passed the rotation of the CPA.
(b) Passed the evaluation of the independence of CPAs and appointment.
4. Passed by the 4th session of the Board on August 10, 2021：
(a) Passed the institution of "Operating Procedure and Behavior Guidelines of Ethical Corporate Management".
(b) Passed the institution of " Internal Control System of Remuneration Committee Operation Management".
(c) Passed the Institution of "Internal Control System of Auditing Committee Operation Management".
(d) Passed the institution of "Internal Control System of Related Parties Transactions Management".

5. Passed by the 5th session of the Board on November 10, 2021：
(a) Passed the amendment to the internal control system of the company's "Financial Statement Preparation Process".

6. Passed by the 5th session of the Board on November 30, 2021：
(a) Passed the investment of pre-order the factory and office at the Taiwan Park.
(II) In addition to the above issues, other issues not passed by the Auditing Committee but passed by the Board with the consent of more than two thirds of the Directors: Not applicable.

II. In the recusal of the Independent Directors to avoid the conflict of interest, specify the names of the Directors, the content of the motions, the reasons for recusal, and the participation in voting: Motions proposed to the Board in this year did not require recusal due to the conflict of interest.

Remuneration Committee

The Remuneration Committee members are three independent directors, term of office from 2020/06/12 to 2023/06/11, member details are as following :

Title

Name

Gender

Experiences/Education

Title

Independent Director

Name

Cheng, Wen-Jung

Gender

Male

Experiences/Education

Partner Accountant of Fubo CPAs
Professional Education Committee member, CPA Association ROC(Taiwan)
Master of Accounting, NTU
Title

Independent Director

Name

Huang, Mien-Ching

Gender

Male

Experiences/Education

Supervisor of the company
MBA, State University of New York at Buffalo
Title

Independent

Name

Wei, Min-Chang

Gender

Male

Experiences/Education

Financial officer of Foxconn Technology Co., Ltd.
Financial officer of Elitegroup Computer Systems
Bachelor of Accounting, FJU

The Committee shall exercise the care of a good administrator to faithfully perform the following duties and present its recommendations to the board of directors for discussion.
1.Periodically reviewing this Charter and making recommendations for amendments.
2.Establishing and periodically reviewing the performance assessment standards, annual and long-term performance goals, and the policies, systems, standards, and structure for the compensation of the directors, supervisors, and managerial officers of this Corporation, and disclose the contents of the performance assessment standards in the annual report.
3.Periodically assessing the degree to which performance goals for the directors, supervisors, and managerial officers have been achieved, setting the types and amounts of their individual compensation based on the results of the reviews conducted in accordance with the performance assessment standards.

In 2021, there are 4 Remuneration Committee Meetings, attendance of Independent Director is as following :

Title

Name

Attendance in person

Attendance by proxy

Actual attendance rate (%)

Remark

Title

Convener

Name

Wei, Min-Chang

Attendance in person

4

Attendance by proxy

0

Actual attendance rate (%)

100%

Remark
Title

Member

Name

Cheng, Wen-Jung

Attendance in person

4

Attendance by proxy

0

Actual attendance rate (%)

100%

Remark
Title

Member

Name

Huang, Mien-Ching

Attendance in person

4

Attendance by proxy

0

Actual attendance rate (%)

100%

Remark

Additional information :

I. If the Board declines to accept or revise the recommendations of the Remuneration Committee, specify the meeting date, the session, the content of the motion, the resolutions of the Board, and the response of the Company to the opinions of the Remuneration Committee (if the Board resolved a better remuneration than the recommendation of the Remuneration Committee, specify the difference and the reason for the difference): Not applicable.
II. If a member of the Remuneration Committee has adverse or qualified opinions on the resolutions of the Remuneration Committee on record or in written declaration, specify the meeting date, the session, the content of the motion, the opinions of all members, and the response to the opinions of the members: Not applicable.

Date

Meeting

Motions for discussion

Resolution

The response of the Company to the opinions of the members

Date

2021/11/10

Meeting

The 6th meeting of the 4th session

Motions for discussion

1.Proposal for the release of year-end bonuses and performance bonuses to the employees in 2021.
2.Distribution of employee bonuses in 2020.

Resolution

Passed

The response of the Company to the opinions of the members

No opinion, not applicable.
Date

2021/08/18

Meeting

The 5th meeting of the 4th session

Motions for discussion

Proposal for annual employee salary structure adjustment.

Resolution

Passed

The response of the Company to the opinions of the members

No opinion, not applicable.
Date

2021/05/11

Meeting

The 4th meeting of the 4th session

Motions for discussion

Proposal for remuneration distribution to directors in 2020.

Resolution

Passed

The response of the Company to the opinions of the members

No opinion, not applicable.
Date

2021/03/23

Meeting

The 3rd meeting of the 4th session

Motions for discussion

Proposal for remuneration to employees and directors in 2020.

Resolution

Passed

The response of the Company to the opinions of the members

No opinion, not applicable.

Communication between the Independent directors and the Internal auditor and the CPAs

Communication between the independent directors and the CPAs

I Communication policy between the independent directors and the CPAs
1. In addition to participating in the corporate governance meetings regularly held by the audit committee (at least twice a year), the CPAs will directly communicate and discuss with independent directors, and will also communicate and discuss in writing form when necessary. The scope of communication includes the independence and related responsibilities of accountants when review the group’s consolidated financial statements, review of planning related matters, review of major findings (including adjustment entries and significant deficiencies in internal control, etc.), review of the report content and the review results of the interim consolidated financial statements .
2. The audit committee shall complete the audit report after considering the consolidated financial statements and the audit opinion audited by professional accountants.
II Summary of the communication between the Independent directors and the CPAs :

Date

Summary

Date

2021/11/10

Summary

The CPAs explained the content of the audited consolidated financial statements of Q3 2021 and the Auditors’ Report in writing for communication.
Date

2021/08/10

Summary

The CPAs elaborated the content of the audited consolidated financial statements of Q2 2021 and the Auditors’ Report in the meeting. And discussed audit plan and key audited items with Independent Directors.
Date

2021/05/11

Summary

The CPAs explained the content of the audited consolidated financial statements of Q1 2021 and the Auditors’ Report in writing for communication.
Date

2021/03/23

Summary

a. The CPAs elaborated the content of the audited consolidated financial statements of 2019 and the Auditors’ Report in the meeting.
b. The CPAs responded to the questions of the Independent Directors with explanations, discussion and communication.
Date

2020/11/06

Summary

The CPAs explained the content of the audited consolidated financial statements of Q3 2020 and the Auditors’ Report in writing for communication.
Date

2020/08/12

Summary

The CPAs explained the content of the audited consolidated financial statements of Q2 2020 and the Auditors’ Report in writing for communication.
Date

2020/05/12

Summary

The CPAs explained the content of the audited consolidated financial statements of Q1 2020 and the Auditors’ Report in writing for communication.
Date

2020/03/23

Summary

a. The CPAs elaborated the content of the audited consolidated financial statements of 2019 and the Auditors’ Report in the meeting.
b.  The CPAs responded to the questions of the Independent Directors with explanations, discussion and communication.

Communication between the independent directors and the internal auditor：

I Communication policy between the independent directors and the internal auditor：
The internal auditor participates in quarterly audit committee meetings and reports to the independent directors report on the implementation of the company's annual audit plan and the improvement of internal control deficiencies. In addition, the previous month’s audit report and deficiencies tracking report are submitted to independent directors by the end of each month for review. In case of major abnormal events, a meeting can be called at any time.
II Summary of the communication between the Independent directors and the internal auditor :

Date

Highlight Summary

Date

2021/11/30

Highlight Summary

The audit report of investment cycle was submitted to independents director for review.
Date

2021/11/10

Highlight Summary

The 2022 annual audit plan was submitted to independent directors for review and discussion.
Date

2021/10/31

Highlight Summary

The audit report of financing cycle was submitted to independents director for review.
Date

2021/10/20

Highlight Summary

The audit report of fixed assets cycle was submitted to independents director for review.
Date

2021/10/01

Highlight Summary

The third audit recommendation tracking review report of 2021 was submitted to independent directors for review.
Date

2021/09/24

Highlight Summary

The audit report of financing cycle (financial statements preparation, etc.) was submitted to independents director for review.
Date

2021/09/02

Highlight Summary

The audit report of financing cycle was submitted to independents director for review.
Date

2021/08/25

Highlight Summary

The audit report of subsidiaries' supervision and management was submitted to independent directors for review.
Date

2021/07/31

Highlight Summary

The second audit recommendation tracking review report of 2021 was submitted to independent directors for review.
Date

2021/07/28

Highlight Summary

Conducted professional consultation and communication with independent directors on internal control system-related party transaction control content and data sources.
Date

2021/07/22

Highlight Summary

The audit report of sales and AR collection was submitted to independents director for review.
Date

2021/06/29

Highlight Summary

The audit report of electronic computer was submitted to independents director for review.
Date

2021/05/24

Highlight Summary

The audit report of financing cycle was submitted to independents director for review.
Date

2021/05/18

Highlight Summary

The audit report of the functional committee was submitted to independent directors for review.
Date

2021/05/03

Highlight Summary

Conducted meeting with independent directors to report internal control flaws in 2021 auditing, and proposed improvement plans.
Date

2021/04/29

Highlight Summary

The first audit recommendation tracking review report in 2021 was submitted to the independent directors for review.
Date

2021/04/22

Highlight Summary

The audit report of purchase and their payments was submitted to independent directors for review.
Date

2021/02/09

Highlight Summary

The audit report of salary cycle was submitted to independent directors for review.
Date

2021/01/18

Highlight Summary

The audit report of financing operations cycle was submitted to independent directors for review.
Date

2020/11/06

Highlight Summary

The 2021 audit plan was submitted to the audit committee for discussion and approval.
Date

2020/08/18

Highlight Summary

Submitted subsidiary supervision management and financing cycle operation audit report to independent directors for review.
Date

2020/07/07

Highlight Summary

The sales cycle and the second audit recommendation follow-up review report in 2020 were submitted to independent directors for review.
Date

2020/03/15

Highlight Summary

The purchase payment cycle and the first audit recommendation follow-up review report in 2020 were submitted to independent directors for review.

Corporate Governance