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Board of Directors and Functional Committees

Board of Directors Audit Committee Compensation Committee Sustainable Development Committee

Board of Directors Membership​ and Resume

Position

Name, Education & Experience, Major Current Positions

  • Chairman

    FANG,MING-CHING

    Education & Experience

    • Mechanical Engineering of Cheng-Shiu Junior College
    • Chairman of Kunhexing Building Materials Co., Ltd.

    Major Current Positions

    • Chairman and General Manager of PANJIT International Inc.

  • Director

    FANG,MING-TSUNG

    Education & Experience

    • Civil Engineering of Cheng-Shiu Junior College
    • Chairman of MILDEX OPTICAL INC.

    Major Current Positions

    • Chairman of MILDEX OPTICAL INC.

  • Director

    CHUNG,YUN-HUI

    Education & Experience

    • Electronic Engineering of China Junior College of Technology
    • Factory Manager of Rectron Limited

    Major Current Positions

    • Director of PANJIT INTERNATIONAL INC.

  • Juristic-Person Director

    KINGMAO INVESTMENT CO.,LTD.Representative: Lin, Hong-Guang

    Education & Experience

    • MBA, City University of New York ( Brooklyn College)
    • Managing Partner,CPA of EY Taiwan

    Major Current Positions

    • Chairman, EY Cultural and Educational Foundation

  • Juristic-Person Director

    KINGMAO INVESTMENT CO.,LTD.Representative:LIN, QUN-XIANG

    Education & Experience

    • M.S.Engineering Management, University of Southern California

    Major Current Positions

    • Director of Toothfilm INC.

  • Juristic-Person Director

    KINGMAO INVESTMENT CO.,LTD.Representative:CHEN, ZUO-MING

    Education & Experience

    • Master of Business Management, Sun Yat-Sen University
    • General Manager of Greater China Business of Yageo Corporation

    Major Current Positions

    • Chief Operating Officer of PANJIT International Inc.

  • Independent Director

    CHEN,YI-CHENG

    Education & Experience

    • Master of Finance ,National Sun Yat-sen University
    • Vice General Manager of FENG SHEHG ENTERPRISE COMPANY
    • Vice General Manager and Spokesperson of Asia Vital Components Co.,Ltd.

    Major Current Positions

    • Director and Vice President of Asia Vital Components Co.,Ltd.

  • Independent Director

    FAN,LIANG-FU

    Education & Experience

    • MS, Ch.E. Dept., N University of Oklahoma
    • Chief Operating Officer of Hermes Epitek Corp.
    • Chief Operating Officer of Lam Research Corporation
    • Factory Manager of Texas Instruments Incorporated.
    • Vice General Manager of Hermes Microvision, Inc.
    • Vice General Manager of Hermes Epitek Corp.

    Major Current Positions

    • Independent Director of PANJIT INTERNATIONAL INC.

  • Independent Director

    ZHU, JUN-XIONG

    Education & Experience

    • Master's degree in Legal Studies, National Chung Hsing University
    • Managing Partner of Quanying International Law Firm

    Major Current Positions

    • Managing Partner of Quanying International Law Firm
    • Independent Director of Gloria Material Technology Corp.
    • Independent Director of D-Link Corporation
    • Independent Director of Huang Long Development Co., Ltd.

  • Independent Director

    DAI, YI-ZHI

    Education & Experience

    • Master of Engineering, University of Toronto, Canada
    • Vice President of Sunplus Technology Co., Ltd
    • General Manager of Industrial Technology Investment Corporation.
    • General Manager of Xinqiao United Co., Ltd

    Major Current Positions

    • General Manager of Xinqiao United Co., Ltd
    • Chairman of Choice Biotech Inc.
注釈
The term of above Board of Director were from 14 June, 2023 to 13 June, 2026.
The power of Board of Directors

The main functions and powers of the board of directors of the company are to guide the company's strategy, supervise the management level, various operations and arrangements of the corporate governance system, be responsible to the company and the shareholders' meeting, and exercise powers in accordance with the laws and regulations of the company's articles of association or the resolutions of the shareholders' meeting.

Board of Director's Assessment of Performance​

The company has established a “Regulations Governing the Board and Functional Committees Performance Evaluation”, which performs at least one internal board performance evaluation every year, and uses the evaluation results as a reference basis for selecting or nominating directors. The result of 2024 is as below.

評估類型

評估方法 / 評分標準 / 評分結果

  • Overall board performance assessment

    Evaluation Method

    The assigned group according to the actual operation to assess the assessment.

    Grading criteria

    • Participation in the operations of the Company;
    • Improvement of the quality of the board of directors' decision making;
    • Composition and structure of the board of directors;
    • Election and continuing education of the directors;
    • Internal control

    Evaluation Results

    • The overall evaluation result is above the standard. The results showed that the overall operation of the board of directors is still perfect and in line with the spirit of corporate governance.
    • The above performance evaluation results were reported to the board of directors on March 7, 2025.

  • Individual Board Members Performance

    Evaluation Method

    Self-assessment by Board members

    Grading criteria

    • Familiarity with the goals and missions of the company;
    • Awareness of the duties of a director;
    • Participation in the operations of the Company
    • Management of internal relationship and communication;
    • The director's professionalism and continuing education;
    • Internal control

    Evaluation Results

    • The overall evaluation result is above the standard. The results showed that the overall operation of the board of directors is still perfect and in line with the spirit of corporate governance.
    • The above performance evaluation results were reported to the board of directors on March 7, 2025.

  • (Note) The evaluation results are divided into three levels: above the standard (100~91 points), in line with the standard (90~81 points), and can still be improved (80 points or less).

Directors Implement Board Diversity Policy

In order to implement corporate governance, enhance the functions of the board of directors, and improve the structure of the board of directors, the company has formulated a “Board Diversity Policy” in accordance with Article 20 of the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” for compliance.

The specific management objectives and implementation of the diversity policy of the board of directors of the Company and the implementation of the diversity policy are as follows:

(1)The specific management objectives and achievement of the board of directors diversity policy:

Management Objectives

Achievement situation

Description

Directors who are employees of the company should not exceed one third of the number of directors.

Accomplish

Only three of the ten members of the company's current board of directors are employees of the company (30%), which does not exceed one third of the number of directors.

Recruit at least one director seat each with financial and legal professional backgrounds, skills or industrial experience, etc.

Accomplish

The company‘s independent director Mr. CHEN,YI-CHENG is the chief financial officer and director of AVC (stock code: 3017). Mr. Lin, Hong-Guang is the former director of Ernst & Young and a certified public accountant. They both have professional background in finance and accounting; the independent director Mr. ZHU, JUN-XIONG is Managing Partner of Quanying International Law Firm with a professional background in law.

Average age distribution

Accomplish

Among the ten members of the company's current board of directors, 4 directors are under the age of 60 (accounting for 40%), and 4 directors are between 61 to 70 years old (accounting for 40%), and there are two directors who over 71 years old(20%). And there is no situation where the age distribution of directors reaches more than 50%.

Independent directors should not serve more than three consecutive terms

Accomplish

None of the four independent directors of the current board of directors of the company have served for more than three consecutive terms.

(2)The implementation of the Company's board of directors diversity policy is as follows:

Title

Name

Nationality

Gender

Part-time employees of the company

The situation of Independent director 's seniority

Age distribution of directors

Professional skills

Industry experience

Less than 3 years

3-9 years

Over 9 years

Under 60 years

61-70 years

Over the age of 71

Operational decision-making and management

Financial analysis and decision making

Legal practice

Manufacturing industry

Finance and taxation, investment management services

Lawyer services

Chairman

FANG,MING-CHING

R.O.C.

Male

V

Not applicable

V

V

V

Director

FANG,MING-TSUNG

R.O.C.

Male

V

Not applicable

V

V

V

Director

CHUNG YUN HUI

R.O.C

Male

Not applicable

V

V

V

Director

Jinmao Investment Co., Ltd
Representative: Lin, Hong-Guang

R.O.C.

Male

Not applicable

V

V

V

V

Director

Jinmao Investment Co., Ltd
Representative:
LIN, QUN-XIANG

R.O.C.

Male

Not applicable

V

V

V

Director

Jinmao Investment Co., Ltd
Representative:
CHEN, ZUO-MING

R.O.C.

Male

V

Not applicable

V

V

V

Independent Director

CHEN,YI-CHENG

R.O.C.

Male

V

V

✽

V

V

Independent Director

FAN,LIANG-FU

R.O.C.

Male

V

V

V

V

Independent Director

ZHU, JUN-XIONG

R.O.C.

Male

V

V

✽

V

V

Independent Director

DAI, YI-ZHI

R.O.C.

Male

V

V

✽

V

V

(Note)✽ refers to partial ability

Directors and Managers' liability insurance

1. In order to strengthen the company's risk management and protect shareholders' rights and interests, the Company has insured liability insurance for directors and managers.
2. The Company purchased liability insurance for directors and managers in 2025 years as follows:

  • Insured
    Objects

    All directors
    and managers

  • Insurance
    Company

    Tokio Marine New
    Insurance Co., Ltd

  • Insured
    Amount

    US$3,000,000

  • Insurance
    Period

    2025.03.08 ~ 2026.03.08

  • Report
    Date

    March 7, 2025

Major Resolutions of Board Meetings

Select year2025

  • 2025

  • 2024

  • 2023

  • 2022

  • 2021

  • 2020

  • 2019

  • 2018

  • 2025.11.17

    Approved equity acquisition of TOREX VIETNAM
    SEMICONDUCTOR CO., LTD.

  • 2025.11.07

    Approved the 2025 Q3 Financial Statements of the Company.

    Approved the Company's Fund Loan to subsidiary.

    Approval of quota of endorsements/guarantees provided by the Company to subsidiaries.

    Approved the application for comprehensive credit line.

    Approved 2026 audit plan.

    Approved to amend ''Internal Control System '' and "Audit Implementation Rules".

    Approved to amend "Rules Governing Financial and Business Matters Between this Corporation and its Related Parties ".

    Approved to amend "Regulations of Transactions with Specific Companies, Group Enterprises and Related Parties".

    Approved to amend " Sustainable Development Best Practice Principles ".

    Approval of the Company's 2025 Q3 performance bonus for managerial officers.

  • 2025.08.08

    Approved the 2025 Q2 Financial Statements of the Company.

    Approved the Company's Fund Loan to subsidiary.

    Approved the acquisition of PAN-JIT ASIA INTERNATIONAL INC. common shares.

    Approved the application for comprehensive credit line, foreign exchange comprehensive line and financial product transaction line.

    Approval of salary adjustment for the Company’s managerial officers.

    Approval of the Company's 2025 Q2 performance bonus for managerial officers.

  • 2025.05.09

    Approved the 2025 Q1 Financial Statements of the Company.

    Approved the 2024 ESG Report of the Company.

    Approved the 2024 director bonus distribution plan.

    Approved the 2024 employee bonus distribution plan.

    Approval of the Company's 2025 Q1 performance bonus for managerial officers.

  • 2025.03.07

    Approved the proposal for the Company's 2024 directors' remuneration.

    Approved the Company's 2024 employee remuneration proposal.

    Approved the Company's 2024 Business Report and Financial Statements.

    Approved the Company's 2024 earnings appropriation.

    Approved the evaluation of the independence of the Company's CPAs and the appointment and remuneration.

    Approved the motion for Ernst & Young Global Limited and its affiliates to provide non-assurance services.

    Approved the evaluation of the effectiveness of the internal control system in 2024 and the "Declaration of Internal Control System".

    Approved the amendments to the "Procedures for External Investments".

    Approved the motion to apply for loan of funds from the subsidiaries of the Company.

    Approved the application for new or increased comprehensive credit line, comprehensive foreign exchange line limit, and financial product transaction limit.

    Approved the syndicated loans of the Company.

    Approved the amendments to the "Rules of Procedure for Shareholders' Meetings."

    Approved the amendments to the Company's Articles of Incorporation.

    Approved the establishment of matters related to the Company's 2025 annual general meeting.

  • 2025.02.07

    Approved the signing of a memorandum of cooperation (MOU) with TOREX SEMICONDUCTOR LTD.

  • 2025.01.16

    Approved the 2025 business plan.

    Approved the revocation of the unused comprehensive credit line, comprehensive foreign exchange line, and financial product transaction limit for 2024, previously approved by the Board of Directors.

    Approved the amendments to the "Procedures for Performance Evaluation of the Board of Directors and Functional Committees."

    Approved the Company's 2024 annual bonus for managerial officers.

    Approved the Company's 2024 annual manager salary remuneration and performance assessment.

    Approved the Company's 2024 director remuneration and performance assessment.

Audit Committee Membership​ and Resume

Position

Name / Education & Experience / Major Current Positions

  • Chairman

    CHEN,YI-CHENG

    Education & Experience

    • Master of Finance ,National Sun Yat-sen Iniversity
    • Vice President of FENG SHEHG ENTERPRISE COMPANY
    • Vice General Manager and Spokesperson of Asia Vital Components Co.,Ltd.

    Major Current Positions

    • Director and Vice General Manager of Asia Vital Components Co.,Ltd.

    Professional qualifications and experience

    • He holds a master‘s degree from the Master of Finance ,National Sun Yat-sen University and has been engaged in accounting work for many years. He has been the director of the accounting department since Asia Vital Components Co., Ltd. (stock code: 3017) was listed on September 27, 2002 (later promoted to vice president). He has more than 20 years of experience in financial accounting for listed companies, and has experience in operational judgment, accounting and financial analysis, business management, industry experience, international markets, leadership, and decision-making abilities. He meets the requirements for members of the audit committee to have accounting or financial expertise, and is currently the convener of the company's audit committee and remuneration committee.

  • Members

    FAN,LIANG-FU

    Education & Experience

    • MS, Ch.E. Dept., N University of Oklahoma
    • Chief Operating Officer of Hermes Epitek Corp.
    • Chief Operating Officer of Lam Research Corporation
    • Factory Manager of Texas Instruments Incorporated.
    • Vice General Manager of Hermes Microvision, Inc.
    • Vice General Manager of Hermes Epitek Corp.

    Major Current Positions

    • Independent Director of PANJIT INTERNATIONAL INC.

    Professional qualifications and experience

    • He holds a master's degree in Ch.E. Dept., N University of Oklahoma. From 2004 to 2012, he served as the Vice General Manager of Hermes Microvision, Inc.. From 1998 to 2025 he served as the Vice General Manager of Hermes Epitek Corp. with more than five years of experience. The work experience required for the company's business. During his tenure as an independent director of the company, he provided extensive knowledge and management experience in the semiconductor industry.

  • Members

    ZHU, JUN-XIONG

    Education & Experience

    • Master's degree in Legal Studies, National Chung Hsing University
    • Managing Partner of Quanying International Law Firm

    Major Current Positions

    • Managing Partner of Quanying International Law Firm
    • Independent Director of Gloria Material Technology Corp.
    • Independent Director of D-Link Corporation
    • Independent Director of Huang Long Development Co.,Ltd.

    Professional qualifications and experience

    • He has a master's degree in Legal Studies, National Chung Hsing University and a lawyer's qualification. He is currently the Managing Partner of Quanying International Law Firm . He has more than five years of work experience required for corporate business. During his tenure as an independent director of the company, he provided legal strategies, compliance and management. decision-making opinions.

  • Members

    DAI, YI-ZHI

    Education & Experience

    • Master of Engineering, University of Toronto, Canada
    • Vice President of Sunplus Technology Co., Ltd.
    • General Manager of Industrial Technology Investment Corporation.
    • General Manager of Xinqiao United Co., Ltd

    Major Current Positions

    • General Manager of Xinqiao United Co., Ltd
    • Chairman of Choice Biotech Inc.

    Professional qualifications and experience

    • He holds a master's degree of engineering from the University of Toronto, Canada. He has served as a fund manager, chief investment officer of SUNPLUS TECHNOLOGY CO.,LTD. (2401), a listed company in the semiconductor industry, and CEO of ITRI Innovation Technology Transfer Company. He has also served as a number of investment companies and management consultants. The person in charge of the company has more than five years of work experience required for the company's business. While serving as an independent director of the company, he provides strategic investment planning and management decision-making opinions.
注釈
The term of the Audit Committee is from 14 June, 2023 to 13 June, 2026.
Operation of the Audit Committee

The audit committee of the company is composed of all independent directors and holds at least one meeting every quarter. Its main operations are as follows:

The operation of the company's audit committee focuses on the supervision of the following matters:

(1) Appropriate expression of the company's financial statements.
(2) The selection (dismissal), remuneration, independence and performance of certified accountants.
(3) Effective implementation of internal control.
(4) Relevant laws and regulations should be followed.
(5) The management and control of the company's existing or potential risks.
The proposals submitted to the Audit Committee for consideration in 2025 and the results of their resolutions, as well as the Company’s handling of the Audit Committee’s opinions are as follows:

The session and date of Audit Committee :The 7th of the third session on 2025.03.07
I. Resolution :
1. The Company's 2024 business report and financial statements.；
2. The Company's profit distribution plan for 2024.；
3. Evaluation of the independence of CPAs and proposal for appointment and remuneration.；
4. Ernst & Young Global Limited and its affiliates providing non-assurance services.；
5. Evaluation of the effectiveness of the internal control system in 2024 and the "Declaration of Internal Control System". ；
6. Amendments to the " Procedures for External Investments."
II. The resolution results of Audit Committee : All members present unanimously approved the motion without objection.
III. The company's handling of the audit committee's opinions : The resolution was passed without objection from all directors present.

The session and date of Audit Committee :The 8th of the third session on 2025.05.09
I. Resolution : 1. The Company's 1st Quarter 2025 Financial Statements.
II. The resolution results of Audit Committee : All members present unanimously approved the motion without objection.
III. The company's handling of the audit committee's opinions : The resolution was passed without objection from all directors present.

The session and date of Audit Committee :The 9th of the third session on 2025.08.08
I. Resolution : 1. The Company's 2nd Quarter 2025 Financial Statements.
II. The resolution results of Audit Committee : All members present unanimously approved the motion without objection.
III. The company's handling of the audit committee's opinions : The resolution was passed without objection from all directors present.

The session and date of Audit Committee :The 10th of the third session on 2025.11.07
I. Resolution :
1. The Company's 3 Quarter 2025 Financial Statements.;
2.The Company's Fund Loan to subsidiary. ;
3. The quota of endorsements/guarantees provided by the Company to subsidiaries. ;
4.The 2026 audit plan. ;
5. Amendments to the ''Internal Control System '' and "Audit Implementation Rules". ;
6. Amendments to the "Rules Governing Financial and Business Matters Between this Corporation and its Related Parties " ;
7. Amendments to the " Regulations of Transactions with Specific Companies, Group Enterprises and Related Parties".
II. The resolution results of Audit Committee : All members present unanimously approved the motion without objection.
III. The company's handling of the audit committee's opinions : The resolution was passed without objection from all directors present.

The session and date of Audit Committee The 11th of the third session on 2025.11.17
I. Resolution : 1.the equity acquisition of TOREX VIETNAM SEMICONDUCTOR CO., LTD.
II. The resolution results of Audit Committee : All members present unanimously approved the motion without objection.
III. The company's handling of the audit committee's opinions : The resolution was passed without objection from all directors present.

Audit Committee Performance Assessment

The company has established a “Regulations Governing the Board and Functional Committees Performance Evaluation”, which performs at least once internal Functional Committee performance evaluation every year, and uses the evaluation results as a reference basis for selecting or nominating independent directors. The 2024 annual performance evaluation is as follows:

Evaluation Type

Evaluation Method / Grading criteria / Evaluation results

  • Audit Committee performance assessment /2024.01.01~2024.12.31

    Evaluation Method

    Evaluated by the Audit Committee according to the actual operation of the Functional Committee.

    Evaluation Criteria

    • Participation in the operation of the company
    • Awareness of the duties of the functional committee
    • Improvement of quality of decisions made by the functional committee.
    • Makeup of the functional committee and election of its members.
    • Internal control

    Evaluation Result

    • The overall evaluation result is above the standard. The results showed that the overall operation of the board of directors is still perfect and in line with the spirit of corporate governance.
    • The above performance evaluation results were reported to the board of directors on March 7, 2025.

    (Note) The evaluation results are divided into three levels: above the standard (100~91 points), in line with the standard (90~81 points), and can still be improved (80 points or less).

The Communication between Independent Directors, Internal auditor supervisor and CPAs

I. The communication channel between the independent directors, internal auditor supervisor and independent auditors.
A. The Chief of Internal Audit reports on the performance of internal audit work to the Audit Committee and the Board of Directors on a quarterly basis and communicates individually with independent directors at least once a year through meetings or discussions.

B. The Company's certified public accountants report the results of their review or audit of the quarterly financial statements to the Audit Committee and the Board of Directors on a quarterly basis. They also provide professional advice and recommendations on the Company's major resolutions and communicate individually with independent directors at least once a year through meetings or discussions.

II. Summary of the individual communication between independent director and internal audit supervisor.
The summary of previous communication between independent directors and the internal audit supervisor individually is as follows:

Select year2025

  • 2025

  • 2024

  • 2023

  • 2021

  • 2020

  • 2019

  • 2018

Meeting and Date

Communication
Matters

Independent director's suggestion

The implementation result of the company

  • Independent Director Symposium
    2025.03.07
    (Individual communication)

    2024 Internal Audit and Internal Control Self-Assessment Summary Report

    None.

    -

  • Audit Committee
    2025.03.07

    The internal audit report for the 4th quarter of 2024.

    None.

    -

  • Audit Committee
    2025.05.09

    The internal audit report for the 1st quarter of 2025.

    None.

    -

  • Audit Committee
    2025.08.08

    The internal audit report for the 2nd quarter of 2025.

    None.

    -

  • Audit Committee
    2025.11.07

    The internal audit report for the 3rd quarter of 2025.

    None.

    -

III.The summary for previous communication between independent directors and CPA.
The summary for previous communications between the independent directors and the CPA individually are as follows:

Select year2025

  • 2025

  • 2024

  • 2023

  • 2021

  • 2020

  • 2019

  • 2018

Meeting and Date

Communication
Matters

Independent director's suggestion

The implementation result of the company

  • Independent Director Symposium
    2025.03.07
    (Individual communication)

    1. The scope and results of the audit of the 2024 financial report.
    2. Important legal updates.

    None.

    -

  • Audit Committee
    2025.03.07

    The scope and results of the audit of the 2024 financial report.

    None.

    -

  • Audit Committee
    2025.05.09

    The scope and results of the review of the 1st quarter 2025 consolidated financial statements.

    None.

    -

  • Audit Committee
    2025.08.08

    The scope and results of the review of the 2nd quarter 2025 consolidated financial statements.

    None.

    -

  • Audit Committee
    2025.11.07

    The scope and results of the review of the 3rd quarter 2025 consolidated financial statements.

    None.

    -

Compensation Committee Membership​ and Resume

Position

Name / Education & Experience / Major Current Positions

  • Chairman

    CHEN,YI-CHENG

    Education & Experience

    • Master of Finance ,National Sun Yat-sen Iniversity
    • Vice President of FENG SHEHG ENTERPRISE COMPANY
    • Vice President and Spokesperson of Asia Vital Components Co.,Ltd.

    Major Current Positions

    • Director and Vice General Manager of Asia Vital Components Co.,Ltd.

  • Members

    FAN,LIANG-FU

    Education & Experience

    • MS, Ch.E. Dept., N University of Oklahoma
    • Chief Operating Officer of Hermes Epitek Corp.
    • Chief Operating Officer of Lam Research Corporation
    • Factory Manager of Texas Instruments Incorporated.
    • Vice General Manager of Hermes Microvision, Inc.
    • Vice General Manager of Hermes Epitek Corp.

    Major Current Positions

    • Independent Director of PANJIT INTERNATIONAL INC.

  • Members

    ZHU, JUN-XIONG

    Education & Experience

    • Master's degree in Legal Studies, National Chung Hsing University
    • Managing Partner of Quanying International Law Firm
    • Independent Director of S-TECH Corp.

    Major Current Positions

    • Managing Partner of Quanying International Law Firm
    • Independent Director of Gloria Material Technology Corp.
    • Independent Director of D-Link Corporation
    • Independent Director of Huang Long Development Co.,Ltd.

  • Members

    DAI, YI-ZHI

    Education & Experience

    • Master of Engineering, University of Toronto, Canada
    • Vice President of Sunplus Technology Co., Ltd.
    • General Manager of Industrial Technology Investment Corporation.
    • General Manager of Xinqiao United Co., Ltd

    Major Current Positions

    • General Manager of Xinqiao United Co., Ltd
    • Chairman of Choice Biotech Inc.
注釈
The term of the Compensation Committee is from 14 June, 2023 to 13 June, 2026.

The Responsibilities of Remuneration Committee

The remuneration committee of the company is composed of all independent directors and holds at least two meetings a year. Its main operations are as follows:
1. Regularly review the "Salary and Compensation Committee Organization Rules" and propose amendments.
2. To formulate and regularly review the company's directors and managers' annual and long-term performance targets and remuneration policies, systems, standards and structures.
3. Regularly evaluate the achievement of the performance goals of the directors and managers of the company, and determine the content and amount of their individual remuneration.

The Operation of Remuneration Committee

(一) The proposals submitted to the Remuneration Committee for review in 2025 and their resolution results, as well as the company's handling of the Remuneration Committee's opinions are as follows

The session and date of Remuneration Committee :The 7th of the 5th session on 2025.01.16
I. Resolution :
1. Amendments to the "Procedures for Performance Evaluation of the Board of Directors and Functional Committees."
2. Proposal of the Company's year-end bonus for managers in 2024.
3. The 2024 managerial remuneration and performance evaluation of the Company.
4.The 2024 director remuneration and performance evaluation.
II. The resolution results of Remuneration Committee : All members present unanimously approved the motion without objection.
III. The company's handling of the Remuneration committee's opinions : The resolution was passed without objection from all directors present.

The session and date of Remuneration Committee :The 8th of the 5th session on 2025.03.07
I. Resolution : The Company's 2024 director remuneration proposal.
II. The resolution results of Remuneration Committee : All members present unanimously approved the motion without objection.
III. The company's handling of the Remuneration committee's opinions : The resolution was passed without objection from all directors present.

The session and date of Remuneration Committee :The 9th of the 5th session on 2025.05.09
I. Resolution :
1. Distribution of 2024 directors' remuneration.
2.Remuneration to the Company's managerial officers for 2024.
3. Proposal of the Company's managerial officers' performance bonus for the first quarter of 2025.
II. The resolution results of Remuneration Committee : All members present unanimously approved the motion without objection.
III. The company's handling of the Remuneration committee's opinions : The resolution was passed without objection from all directors present.

The session and date of Remuneration Committee :The 10th of the 5th session on 2025.08.08
I. Resolution :
1. Adjustments to the salaries of the Company's managers.
2. Proposal of the Company's managerial officers' performance bonus for the 2nd quarter of 2025.
II. The resolution results of Remuneration Committee : All members present unanimously approved the motion without objection.
III. The company's handling of the Remuneration committee's opinions : The resolution was passed without objection from all directors present.


The session and date of Remuneration Committee :The 9th of the 5th session on 2025.11.07
I. Resolution : 1. Proposal of the Company's managerial officers' performance bonus for the 3rd quarter of 2025.
II. The resolution results of Remuneration Committee : All members present unanimously approved the motion without objection.
III. The company's handling of the Remuneration committee's opinions : The resolution was passed without objection from all directors present.

(二) The Remuneration Committee held a total of 5 meetings (A) in 2025, and all members attended in person. Attendance status is as follows:

Position and Name : Convener CHEN,YI-CHENG
I.Actual attendance(B) : 5 times
II.Number of delegated attendance : 0 times
III.Actual attendance rate (%) : 100%

Position and Name : Members FAN,LIANG-FU
I.Actual attendance(B) : 5 times
II.Number of delegated attendance : 0 times
III.Actual attendance rate (%) : 100%

Position and Name : Members Chun-Hsiung Chu
I.Actual attendance(B) : 5 times
II.Number of delegated attendance : 0 times
III.Actual attendance rate (%) : 100%

Position and Name : Members DAI, YI-ZHI
I.Actual attendance(B) : 5 times
II.Number of delegated attendance : 0 times
III.Actual attendance rate (%) : 100%

Compensation Committee Performance Evaluation

The company has established a “Regulations Governing the Board and Functional Committees Performance Evaluation”, which performs at least once internal Functional Committee performance evaluation every year, and uses the evaluation results as a reference basis for selecting or nominating Compensation committee members. The 2021 annual performance evaluation is as follows:

Evaluation Type

Evaluation Method / Criteria / Evaluation Result

  • Overall Compensation Committee Performance Evaluation / 2023.01.01-2023.12.31

    Evaluation Method

    Evaluated by the Compensation Committee according to the actual operation of the Functional Committee.

    Evaluation Criteria

    • Participation in the operation of the company
    • Awareness of the duties of the functional committee
    • Improvement of quality of decisions made by the functional committee.
    • Makeup of the functional committee and election of its members.
    • Internal control

    Evaluation Result

    • The overall evaluation results are above the standard. The evaluation results show that the company's remuneration committee has positive evaluations of the efficiency and effectiveness of the operation of various evaluation indicators.
    • The above performance evaluation results were reported to the board of directors on March 8, 2024.

    (Note) The evaluation results are divided into three levels: above the standard (100~91 points), in line with the standard (90~81 points), and can still be improved (80 points or less).

Sustainable Development Committee Powers

In order to assist the board of directors in continuously promoting the sustainable development of the enterprise and improving corporate governance in order to achieve the purpose of sustainable management, the Sustainability Development Committee shall include the following matters:
1. Formulate the company's sustainable development direction, strategies and goals, and agree on relevant management policies and specific promotion plans.
2. Tracking, review and revision of the implementation and effectiveness of corporate sustainable development plans.
3. Report the implementation results of the company's sustainable development plan to the board of directors every year.
4. Other matters that should be handled by the Sustainable Development Committee as directed by the Board of Directors.
According to the Company's "Organizational Rules of the Sustainability Development Committee", the Sustainability Development Committee shall convene at least once a year and may convene additional meetings as necessary.

The composition of the Sustainable Development Committee

The company established a Sustainable Development Committee by resolution of the Board of Directors on January 26, 2024. According to the "Organizational Rules of the Sustainable Development Committee", the number of members of the Sustainable Development Committee is at least three, appointed by a resolution of the Board of Directors, and more than half of the members should be Independent directors. The chairman of the BOD. was the convener and chairman of the meeting


The current Sustainable Development Committee has five members (including four independent directors). Each member has rich industrial background and practical expertise. In this Committee, independent director, ZHU, JUN-XIONG has a profound legal professional background and work experience and is good at corporate governance. He has served as the convener of the Corporate Sustainability Committee of listed companies since 2021 and has the experience and expertise required by this committee.

Sustainable Development Committee Membership and Resume

Position

Name, Education & Experience, Major Current Positions, Professional qualifications and experience

  • Convener

    FANG,MING-CHING

    Education & Experience

    • Mechanical Engineering of Cheng-Shiu Junior College
    • Chairman of Kunhexing Building Materials Co., Ltd.

    Major Current Positions

    • Chairman and General Manager of PANJIT International Inc.

  • Members

    CHEN,YI-CHENG

    Education & Experience

    • Master of Finance ,National Sun Yat-sen Iniversity
    • Vice President of FENG SHEHG ENTERPRISE COMPANY
    • Vice General Manager and Spokesperson of Asia Vital Components Co.,Ltd.

    Major Current Positions

    • Director and Vice General Manager of Asia Vital Components Co.,Ltd.

    Professional qualifications and experience

    • He holds a master’s degree from the Master of Finance, National Sun Yat-sen University and has been engaged in accounting work for many years. He has been the director of the accounting department since Asia Vital Components Co., Ltd. (stock code: 3017) was listed on September 27, 2002 (later promoted to vice president). He has more than 20 years of experience in financial accounting for listed companies, and has experience in operational judgment, accounting and financial analysis, business management, industry experience, international markets, leadership, and decision-making abilities. He meets the requirements for members of the audit committee to have accounting or financial expertise, and is currently the convener of the company's audit committee and remuneration committee.

  • Members

    FAN,LIANG-FU

    Education & Experience

    • MS, Ch.E. Dept., N University of Oklahoma
    • Chief Operating Officer of Hermes Epitek Corp.
    • Chief Operating Officer of Lam Research Corporation
    • Factory Manager of Texas Instruments Incorporated.
    • Vice General Manager of Hermes Microvision, Inc.
    • Vice General Manager of Hermes Epitek Corp.

    Major Current Positions

    • Vice General Manager of Hermes Epitek Corp.

    Professional qualifications and experience

    • He holds a master's degree in Ch.E. Dept., N University of Oklahoma. From 2004 to 2012, he served as the Vice General Manager of Hermes Microvision, Inc.. He currently serves as the Vice General Manager of Hermes Epitek Corp. with more than five years of experience. The work experience required for the company's business. During his tenure as an independent director of the company, he provided extensive knowledge and management experience in the semiconductor industry.

  • Members

    ZHU, JUN-XIONG

    Education & Experience

    • Master's degree in Legal Studies, National Chung Hsing University
    • Managing Partner of Quanying International Law Firm
    • Independent Director of S-TECH Corp.

    Major Current Positions

    • Managing Partner of Quanying International Law Firm
    • Independent Director of Gloria Material Technology Corp.
    • Independent Director of D-Link Corporation
    • Independent Director of Huang Long Development Co., Ltd.

    Professional qualifications and experience

    • He has a master's degree in Legal Studies, National Chung Hsing University and a lawyer's qualification. He is currently the Managing Partner of Quanying International Law Firm. He has more than five years of work experience required for corporate business. During his tenure as an independent director of the company, he provided legal strategies, compliance and management. decision-making opinions.

  • Members

    DAI, YI-ZHI

    Education & Experience

    • Master of Engineering, University of Toronto, Canada
    • Vice President of Sunplus Technology Co., Ltd.
    • General Manager of Industrial Technology Investment Corporation.
    • General Manager of Xinqiao United Co., Ltd

    Major Current Positions

    • General Manager of Xinqiao United Co., Ltd
    • Chairman of Choice Biotech Inc.

    Professional qualifications and experience

    • He holds a master's degree of engineering from the University of Toronto, Canada. He has served as a fund manager, chief investment officer of SUNPLUS TECHNOLOGY CO.,LTD. (2401), a listed company in the semiconductor industry, and CEO of ITRI Innovation Technology Transfer Company. He has also served as a number of investment companies and management consultants. The person in charge of the company has more than five years of work experience required for the company's business. While serving as an independent director of the company, he provides strategic investment planning and management decision-making opinions.
註
The term of the Sustainable Development Committee is from 26 January, 2024 to 13 June, 2026.

Operation of the Sustainable Development Committee

I.The proposals submitted to the Sustainable Development Committee for consideration in 2025 and the results of their resolutions, as well as the Company’s handling of the Sustainable Development Committee’s opinions are as follows:

The session and date of Sustainable Development Committee :

The 1st of the first session on 2025.05.09
i. Resolution : The 2024 ESG Report of the Company.

II.The Sustainable Development Committee held once meeting (A) in 2025, and all members attended in person. Attendance status is as follows:

Position and Name : Convener FANG,MING-CHING
i.Actual attendance(B) : 1 times
ii.Number of delegated attendance : 0 times
iii.Actual attendance rate (%)(B/A) : 100%

Position and Name : Members CHEN,YI-CHENG
i.Actual attendance(B) : 1 times
ii.Number of delegated attendance : 0 times
iii.Actual attendance rate (%)(B/A): 100%

Position and Name : Members FAN,LIANG-FU
i.Actual attendance(B) : 1 times
ii.Number of delegated attendance : 0 times
iii.Actual attendance rate (%)(B/A) : 100%

Position and Name : Members Chun-Hsiung Chu
i.Actual attendance(B) : 1 times
ii.Number of delegated attendance : 0 times
iii.Actual attendance rate (%)(B/A) : 100%

Position and Name : Members DAI, YI-ZHI
i.Actual attendance(B) : 1 times
i.Number of delegated attendance : 0 times
iii.Actual attendance rate (%) : 100%

Sustainable Committee Performance Evaluation

The company has established a “Regulations Governing the Board and Functional Committees Performance Evaluation”, which performs at least once internal Functional Committee performance evaluation every year, and uses the evaluation results as a reference basis for selecting or nominating Sustainable committee members. The 2024 annual performance evaluation is as follows:

Overall Sustainable Committee Performance Evaluation / 2024.01.01-2024.12.31

Evaluation Method

Evaluated by the Sustainable Committee according to the actual operation of the Functional Committee.

Evaluation Result

■The overall evaluation results are above the standard. The evaluation results show that the company's Sustainable committee has positive evaluations of the efficiency and effectiveness of the operation of various evaluation indicators.
■The above performance evaluation results were reported to the board of directors on March 7, 2025.