Audit and Risk Management Committee
On August 13, 2025, the Nomination Committee and the Board of Directors approved the amendment of the "Audit Committee Charter," renaming it the "Audit and Risk Management Committee Charter." This change incorporates risk management oversight responsibilities and includes the establishment of the "Risk Management Policies and Procedures." The Audit and Risk Management Committee is composed of all independent directors, the current term is from 2026/05/27 to 2029/05/26, member details are as following:
Title
Name
Gender
Experiences/Education
  • Title
    Independent Director
    Name
    Cheng, Wen-Jung
    Gender
    Male
    Experiences/Education
    Independent Director, SOE Co., Ltd.
    Director, Fubo Co., Ltd.
    Lead Accountant of Fubo CPAs
    Professional Education Committee member, CPA Association ROC(Taiwan)
    Master of Accounting, NTU
  • Title
    Independent Director
    Name
    Lin, Jing-Wei
    Gender
    Female
    Experiences/Education
    Director of Great Dream Pictures
    CFO of Arrow Cinematic Group
    Master of Accounting, NCCU
  • Title
    Independent Director
    Name
    Kuo, Ming-Yi
    Gender
    Female
    Experiences/Education
    Director, KGI Bank Co., Ltd.
    Independent Director, Excelsior Medical Co., Ltd.
    Consultant of Lexcel Law Offices
    Chief of Legal Officer and Compliance Officer, China Development Industrial Bank
    Master of Law, Columbia University in the City of New York
  • Title
    Independent Director
    Name
    Chen, Chih-Keng
    Gender
    Male
    Experiences/Education
    Professor and heads of department, Vehicle Engineering, NTUT
    Vice President, College of Mechanical and Electrical Engineering, NTUT
    PhD of Institute of Control engineering, Case Western Reserve University, USA
  • Title
    Independent Director
    Name
    Liu, Wan-Yu
    Gender
    Female
    Experiences/Education
    Independent Director, Chung Hwa Pulp Corporation
    Independent Director, Lion Travel Service Co., Ltd.
    Independent Director, CH BioTech R&D Co., Ltd.
    Lifetime Distinguished Professor of the Department of Forestry, National Chung Hsing University
    PhD of Agricultural Economics, NTU
Main Function and duties of Audit and Risk Management Committee

1.Adoption or amendment of the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
2.Assessment of the effectiveness of the internal control system.
3.Adoption or amendment of procedures for material financial or operational actions, including the acquisition or disposal of assets, derivative trading, extending loans to others, and providing endorsements or guarantees for others, pursuant to Article 36-1 of the Securities and Exchange Act.
4.Matters involving the personal interests of directors.
5.Material assets or derivative transactions.
6.Material lending of funds, endorsements, or provision of guarantees.
7.The offering, issuance, or private placement of equity-type securities.
8.The appointment, dismissal, or compensation of the external certified public accountant (CPA).
9.The appointment or discharge of financial, accounting, or internal audit executives.
10.Annual financial reports signed or sealed by the Chairman, managerial officers, and accounting officers, and second-quarter financial reports subject to audit and certification by a CPA.
11.Reviewing risk management policies, procedures, and frameworks, and periodically evaluating their suitability and implementation effectiveness; approving risk appetite (risk tolerance) to guide resource allocation; ensuring risk management mechanisms can fully address the risks faced by the company and are integrated into daily operating processes; approving the priorities and levels of risk control; reviewing risk management implementation, providing necessary improvement recommendations, and reporting to the Board of Directors regularly (at least once a year); assisting the Board in supervising the company’s risk management performance.
12.Other material matters as stipulated by the company or the competent authorities.

In 2026, there are 6 Audit and Risk Management Committee Meetings, attendance of Independent Director is as following:
Title
Name
Attendance in person
Attendance by proxy
Actual attendance rate (%)
Remark
  • Title
    Convener
    Name
    Cheng, Wen-Jung
    Attendance in person
    6
    Attendance by proxy
    0
    Actual attendance rate (%)
    100%
    Remark
    Re-appointed.
  • Title
    Independent Director
    Name
    Lin, Jing-Wei
    Attendance in person
    5
    Attendance by proxy
    1
    Actual attendance rate (%)
    83%
    Remark
    Re-appointed.
  • Title
    Independent Director
    Name
    Kuo, Ming-Yi
    Attendance in person
    6
    Attendance by proxy
    0
    Actual attendance rate (%)
    100%
    Remark
    Re-appointed.
  • Title
    Independent Director
    Name
    Chen, Chih-Keng
    Attendance in person
    6
    Attendance by proxy
    0
    Actual attendance rate (%)
    100%
    Remark
    Re-appointed.
  • Title
    Independent Director
    Name
    Liu, Wan-Yu
    Attendance in person
    2
    Attendance by proxy
    0
    Actual attendance rate (%)
    100%
    Remark
    New appointed
Operations of the Audit and Risk Management Committee
Date
Proposal Content
Resolution
The Company’s Response to Opinions Expressed by the Audit and Risk Management Committee
  • Date
    2026/08/12
    Proposal Content
    1.The financial statements of Q2 2026.
    Resolution
    Passed
    The Company’s Response to Opinions Expressed by the Audit and Risk Management Committee
    No opinion, not applicable.
  • Date
    2026/05/27
    Proposal Content
    Proposal for the Election of the Convener and Meeting Chair of the Audit and Risk Management Committee
    Resolution
    Independent Director, Cheng, Wen-Jung was elected as the Convenet and Meeting Chair.
    The Company’s Response to Opinions Expressed by the Audit and Risk Management Committee
    No opinion, not applicable.
  • Date
    2026/05/13
    Proposal Content
    1.The financial statements of Q1 2026.
    2.Proposal for the Amendment to the Company's Guidelines on Risk Appetite Levels, Ratings, and Response Strategies.
    Resolution
    Passed
    The Company’s Response to Opinions Expressed by the Audit and Risk Management Committee
    No opinion, not applicable.
  • Date
    2026/04/13
    Proposal Content
    1.The proposal for distribution of earnings in 2025.
    2.the proposal for distribution of cash dividend.
    Resolution
    Passed
    The Company’s Response to Opinions Expressed by the Audit and Risk Management Committee
    No opinion, not applicable.
  • Date
    2026/03/11
    Proposal Content
    1.The financial statements of 2025.
    2.The amendment of the Company's Endorsement and Guarantee Procedures.
    3.The amendment of the Company's Procedures for Lending Funds to Others.
    4.The amendment of the Company's Procedures for Acquiring or Disposing of Assets.
    5.The amendment of the Company's Procedures for Engaging in Derivatives Trading.
    6.The Declaration of the Internal Control System in 2025.
    7.The evaluation of the independence of CPAs and appointment.
    Resolution
    Passed
    The Company’s Response to Opinions Expressed by the Audit and Risk Management Committee
    No opinion, not applicable.
  • Date
    202/01/20
    Proposal Content
    The equity investment in Belgium Magnax BV.
    Resolution
    Passed, and authorized the Chairman with full power to handle related matters.
    The Company’s Response to Opinions Expressed by the Audit and Risk Management Committee
    No opinion, not applicable.
Remuneration Committee
The Remuneration Committee members are three independent directors, term of office from 2026/05/27 to 2029/05/26, member details are as following :
Title
Name
Gender
Experiences/Education
  • Title
    Independent Director
    Name
    Chen, Chih-Keng
    Gender
    Male
    Experiences/Education
    Professor and heads of department, Vehicle Engineering, NTUT
    Vice President, College of Mechanical and Electrical Engineering, NTUT
    PhD of Institute of Control engineering, Case Western Reserve University, USA
  • Title
    Independent Director
    Name
    Cheng, Wen-Jung
    Gender
    Male
    Experiences/Education
    Independent Director, SOE Co., Ltd.
    Director, Fubo Co., Ltd.
    Lead Accountant of Fubo CPAs
    Professional Education Committee member, CPA Association ROC(Taiwan)
    Master of Accounting, NTU
  • Title
    Independent Director
    Name
    Liu, Wan-Yu
    Gender
    Female
    Experiences/Education
    Independent Director, Chung Hwa Pulp Corporation
    Independent Director, Lion Travel Service Co., Ltd.
    Independent Director, CH BioTech R&D Co., Ltd.
    Lifetime Distinguished Professor of the Department of Forestry, National Chung Hsing University
    PhD of Agricultural Economics, NTU

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 2026, there are 5 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
    Chen, Chih-Keng
    Attendance in person
    5
    Attendance by proxy
    0
    Actual attendance rate (%)
    100%
    Remark
    Re-appointed.
  • Title
    Member
    Name
    Cheng, Wen-Jung
    Attendance in person
    2
    Attendance by proxy
    0
    Actual attendance rate (%)
    100%
    Remark
    New appointed.
  • Title
    Member
    Name
    Liu, Wan-Yu
    Attendance in person
    2
    Attendance by proxy
    0
    Actual attendance rate (%)
    100%
    Remark
    New appointed.
  • Title
    Convener
    Name
    Lin, Jing-Wei
    Attendance in person
    3
    Attendance by proxy
    0
    Actual attendance rate (%)
    100
    Remark
    Director turnover
  • Title
    Member
    Name
    Kuo, Ming-Yi
    Attendance in person
    3
    Attendance by proxy
    0
    Actual attendance rate (%)
    100%
    Remark
    Director turnover
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): None.

  • 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: None.

Date
Meeting
Motions for discussion
Resolution
The response of the Company to the opinions of the members
  • Date
    2026/08/13
    Meeting
    The 2nd meeting of the 6the session
    Motions for discussion
    1.Proposal for the Distribution of 2025 Employees’ Compensation to Managerial Officers.
    2.Proposal for the Annual Salary Adjustment for Managerial Officers.
    Resolution
    Passed
    The response of the Company to the opinions of the members
    No opinion, not applicable.
  • Date
    2026/05/27
    Meeting
    The 1st meeting of the 6the session
    Motions for discussion
    Proposal for the Election of the Convener and Meeting Chair of the Remuneration Committee
    Resolution
    Independent Director, Chen, Chih-Keng was elected as the Convenet and Meeting Chair.
    The response of the Company to the opinions of the members
    No opinion, not applicable.
  • Date
    2026/05/13
    Meeting
    The 17th meeting of the 5the session
    Motions for discussion
    Proposal for the 2024 Distribution of Remuneration to Directors.
    Resolution
    Passed
    The response of the Company to the opinions of the members
    No opinion, not applicable.
  • Date
    2026/03/11
    Meeting
    The 16th meeting of the 5the session
    Motions for discussion
    Proposal for the 2024 Appropriation of Remuneration to Employees and Directors.
    Resolution
    Passed
    The response of the Company to the opinions of the members
    No opinion, not applicable.
  • Date
    2026/01/23
    Meeting
    The 15th meeting of the 5the session
    Motions for discussion
    Proposal on the Proposed Distribution of 2025 Performance Bonuses for Managers.
    Resolution
    Passed
    The response of the Company to the opinions of the members
    No opinion, not applicable.
Sustainability and Nomination Comittee
On November 12, 2025, the Nomination Committee and the Board of Directors approved the amendment of the "Nomination Committee Charter," renaming it the "Sustainability and Nomination Committee Charter." This change incorporates sustainability oversight responsibilities. The Sustainability and Nomination Committee members are three directors, term of office from 2026/05/27 to 2029/05/26, member details are as following :
Title
Name
Gender
Experiences/Education
  • Title
    Independent Director
    Name
    Lin, Jing-Wei
    Gender
    Female
    Experiences/Education
    Director of Great Dream Pictures
    CFO of Arrow Cinematic Group
    Master of Accounting, NCCU
  • Title
    Independent Director
    Name
    Kuo, Ming-Yi
    Gender
    Female
    Experiences/Education
    Director, KGI Bank Co., Ltd.
    Independent Director, Excelsior Medical Co., Ltd.
    Consultant of Lexcel Law Offices
    Chief of Legal Officer and Compliance Officer, China Development Industrial Bank
    Master of Law, Columbia University in the City of New York
  • Title
    Independent Director
    Name
    Liu, Wan-Yu
    Gender
    Female
    Experiences/Education
    Independent Director, Chung Hwa Pulp Corporation
    Independent Director, Lion Travel Service Co., Ltd.
    Independent Director, CH BioTech R&D Co., Ltd.
    Lifetime Distinguished Professor of the Department of Forestry, National Chung Hsing University
    PhD of Agricultural Economics, NTU
Main Functions and Duties of the Sustainability and Nomination Committee

1.Nominate the Company's director candidates and review the qualifications of director candidates.
2.Construct the organizational structure of each functional committee under the board of directors, and review the establishment and amendment of the charters of each functional committee.
3.Review the establishment and amendment of the regulations related to the operation of the Board of Directors of the Company.
4.Review the Company's Corporate Governance Best-Practice Principles.
5.Formulating and reviewing the Company’s sustainability policies, strategies, and goals.
6.Supervising and evaluating the implementation and effectiveness of sustainable development initiatives.
7.Reviewing and examining the Sustainability Report and related information disclosures.
8.Other matters as instructed by the Board of Directors to the Committee.

In 2026, there was 2 Sustainability and Nomination Committee Meeting, attendance of Independent Director is as following :
Title
Name
Attendance in person
Attendance by proxy
Actual attendance rate (%)
Remark
  • Title
    Convener
    Name
    Lin, Jing-Wei
    Attendance in person
    1
    Attendance by proxy
    0
    Actual attendance rate (%)
    100%
    Remark
    New appointed
  • Title
    Member
    Name
    Kuo, Ming-Yi
    Attendance in person
    1
    Attendance by proxy
    0
    Actual attendance rate (%)
    100
    Remark
    New appointed
  • Title
    Member
    Name
    Liu, Wan-Yu
    Attendance in person
    1
    Attendance by proxy
    0
    Actual attendance rate (%)
    100%
    Remark
    New appointed
  • Title
    Convener
    Name
    Cheng, Wen-Jung
    Attendance in person
    1
    Attendance by proxy
    0
    Actual attendance rate (%)
    100%
    Remark
    Director turnover
  • Title
    Member
    Name
    Huang, Feng-An
    Attendance in person
    1
    Attendance by proxy
    0
    Actual attendance rate (%)
    100%
    Remark
    Retired
  • Title
    Member
    Name
    Chen, Chih-Keng
    Attendance in person
    1
    Attendance by proxy
    0
    Actual attendance rate (%)
    100%
    Remark
    Director turnover
Date
Motions for discussion
Resolution
The response of the Company to the opinions of the members
  • Date
    2026/05/27
    Motions for discussion
    Proposal for the Election of the Convener and Meeting Chair of the Sustainability and Nomination Committee
    Resolution
    Independent Director, Lin, Jing-Wei was elected as the Convenet and Meeting Chair.
    The response of the Company to the opinions of the members
    No opinion, not applicable.
  • Date
    2026/04/13
    Motions for discussion
    1.The Company's 2026 ESG Policy and Strategic Objectives.
    2.Proposal for the Qualification Review and Nomination of Director Candidates.
    Resolution
    Passed
    The response of the Company to the opinions of the members
    The proposals were unanimously approved by all directors present at the Board meeting.
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
    2026/08/12
    Summary
    The CPAs explained the content of the audited consolidated financial statements of Q2 2026and the Auditors’ Report in an online meeting.
  • Date
    2026/05/13
    Summary
    The CPAs explained the content of the audited consolidated financial statements of Q1 2026 and the Auditors’ Report in writing for communication.
  • Date
    2026/03/11
    Summary
    The CPAs communicated and discussed with independent directors about topics including, responsibility, independence, audit plan and audit results of 2025 consolidated financial statements in the meeting.
  • Date
    2025/12/03
    Summary
    The CPAs explained and communicated with independent directors about topics including auditors' responsibility, audit plan, independence, quality management system, and self-preparation of financial statements in an online meeting.
  • Date
    2025/11/12
    Summary
    The CPAs explained the content of the audited consolidated financial statements of Q3 2025 and the Auditors’ Report in writing for communication.
  • Date
    2025/08/13
    Summary
    The CPAs explained the content of the audited consolidated financial statements of Q2 2025 and the Auditors’ Report in an online meeting.
  • Date
    2025/05/13
    Summary
    The CPAs explained the content of the audited consolidated financial statements of Q1 2025 and the Auditors’ Report in writing for communication.
  • Date
    2025/03/11
    Summary
    The CPAs communicated and discussed with independent directors about topics including, responsibility, independence, audit plan and audit results of 2024 consolidated financial statements in the meeting.
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
    2026/08/12
    Highlight Summary
    1.Report on Q2 2026 Audit Findings and Responses to Inquiries.
  • Date
    2026/05/13
    Highlight Summary
    1.Report on Q1 2026 Audit Findings and Responses to Inquiries.
  • Date
    2026/03/11
    Highlight Summary
    1.Report on Q4 2025 Audit Findings and Responses to Inquiries.
    2.Submission of the 2025 Internal Control System Statement.
  • Date
    2025/11/12
    Highlight Summary
    1.Report on Q3 2025 Audit Findings and Responses to Inquiries.
  • Date
    2025/08/13
    Highlight Summary
    1.Report on Q2 2025 Audit Findings and Responses to Inquiries.
  • Date
    2025/05/13
    Highlight Summary
    1.Report on Q1 2025 Audit Findings and Responses to Inquiries.
  • Date
    2025/03/11
    Highlight Summary
    1.Report on Q4 2024 Audit Findings and Responses to Inquiries.
    2.Submission of the 2024 Internal Control System Statement.