Committee
Board Committee Membership

Committee Name Convener
Audit Committee & Compensation Committee Independent Director Su, Erh-Lang Compensation Committee
Audit Committee & Compensation Committee Independent Director Xin, Chun-Hao Audit Committee
Audit Committee & Compensation Committee Independent Director Kong, Chi-Chuan  


Audit Committee Operations:

The annual work focus of the Audit Committee and its operations for the year are summarized as follows:
1. The Audit Committee consists of 3 independent directors and is responsible for overseeing the fair presentation of the Company's financial statements, the selection, independence and performance of the certified public accountants, the effective implementation of internal controls, compliance with relevant laws and regulations, and the control of existing or potential risks of the Company. The main duties and responsibilities are listed below:

(1)To establish or amend the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
(2)To evaluate the effectiveness of the internal control system.
(3)To establish or amend procedures for handling significant financial transactions involving the acquisition or disposal of assets, derivative transactions, lending of funds to others, or endorsement or guarantee of others in accordance with Article 36-1 of the Securities and Exchange Act.
(4)Matters in which the directors have an interest.
(5)Significant asset or derivative transactions.
(6)Significant loans, endorsements or guarantees of funds.
(7)The raising, issuance or private placement of securities of an equity nature.
(8)The appointment, dismissal or compensation of a certified public accountant.
(9)Appointment or removal of the head of finance, accounting or internal audit.
(10)Annual financial reports and semi-annual financial reports.
(11)Other significant matters as required by the Company or the competent authorities.

2.Review of Financial Reports
The Board of Directors has audited the accompanying consolidated financial statements and individual financial statements and the accompanying proposal for distribution of earnings for the year ended December 31, 2020. The above-mentioned operating report, consolidated financial statements, parent company only financial statements and proposal for distribution of earnings have been examined by the Audit Committee and no inconsistency has been found.

3. Assessment of the Effectiveness of Internal Control
The Audit Committee assessed the effectiveness of the Company's internal control system as of December 31, 2020, including the extent to which the Company understands the effectiveness of its operations and the achievement of its efficiency objectives, and that the reporting is reliable, timely, transparent and in compliance with relevant regulations and relevant laws and regulations, and that the design and implementation of the internal control system is effective.

4.Certified Public Accountant
The Audit Committee shall evaluate the independence of the certifying accountant's office to ensure the fairness of the financial statements. The Audit Committee shall evaluate the independence of the certified public accountants and submit the evaluation form (the assessment was made with reference to the "Bulletin of the Norm of Professional Ethics for Certified Public Accountants" No. 10 and Article 47 of the "Certified Public Accountant Act") to the Audit Committee for approval on December 19, 2019, and submit it to the Board of Directors for resolution on the same day. On December 19, 2019, the audit committee approved and reported to the board of directors on the same day, and approved that Yu-Hsiang Liu and Jui-Hsuan Hsu, Certified Public Accountants, met the independence evaluation criteria and were qualified to serve as the Company's certified public accountants. However, in accordance with the internal adjustment of the accounting firm, on March 18, 2020, the Company submitted to the Audit Committee for approval and submitted to the Board of Directors for resolution on the same day, and approved the change of appointment of certified public accountants from Yu-Hsiang Liu and Jui-Hsuan Hsu to Yu-Hsiang Liu and Hung-Ju Liao.

5.The Independent Director attended 9 meetings of the Audit Committee in 2020 (A) as follows:

Position Name Actual attendance (B) By Proxy Presenting Rate (%)
(B/A)(Note)
Note
Independent Director Su, Erh-Lang 9 0 100% None
Independent Director Xin, Chun-Hao 9 0 100% None
Independent Director Kong, Chi-Chuan 9 0 100% None


Composition, Responsibilities and Operations of the Remuneration Committee:
1.Regular review of salary and compensation

The function of the Compensation Committee is to evaluate the remuneration policies and systems of the Company's directors and managers in a professional and objective manner, and to meet at least twice a year, and to meet as often as necessary to make recommendations to the Board of Directors for their reference in making decisions.
2.Compensation Committee
(1)Regularly review the organizational procedures of the Compensation Committee and propose amendments.
(2)To establish and regularly review the policies, systems, standards and structures for annual and long-term performance goals and compensation for directors and managers of the Company.
(3)The performance targets of the Company's directors and managers are evaluated periodically, and the content and amount of their individual remuneration are determined.
3. In carrying out the aforementioned duties and responsibilities, the Compensation Committee shall be guided by the following principles:
(1)To ensure that the company's salary and compensation arrangements comply with the relevant laws and regulations and are sufficient to attract the best talent.
(2)The performance evaluation and compensation of directors and managers shall be based on the usual level of compensation in the industry, and shall take into account the time devoted by the individual, his or her responsibilities, the achievement of personal goals, the performance of other positions, the compensation offered by the Company to equivalent positions in recent years, and the achievement of short-term and long-term business goals and the Company's financial position, etc. to assess the relationship between the individual's performance and the Company's operating performance and future risks. Reasonableness.
(3)Directors and managers should not be induced to engage in conduct that exceeds the Company's risk appetite in pursuit of remuneration.
(4)The percentage of bonuses paid to directors and senior managers for short-term performance and the timing of payment of some variable compensation shall be determined by considering the characteristics of the industry and the nature of the Company's business.
(5)Members of the Compensation Committee are not allowed to join the discussion and vote on their personal compensation decisions.
4.Attendance of Members at Remuneration Committee Meetings:
(1) There are 3 members in the Remuneration Committee.
(2) The term of office of the current members: June 27, 2019 to June 18, 2022, the latest annual salary and compensation committee met three times (A), and the qualifications and attendance of the members are as follows:
Title Name Attendance in Person(B) By Proxy Attendance Rate (%) (B/A)
(Note)
Remarks
Convener Su, Erh-Lang 3 0 100% None
Committee Member Xin, Chun-Hao 3 0 100% None
Committee Member Kong, Chi-Chuan 3 0 100% None
Note: The actual attendance rate (%) is calculated based on the number of Salary and Compensation Committee meetings and actual attendance during the period of employment.
Other mentionable items:
1. If the board of directors declines to adopt or modifies a recommendation of the remuneration committee, it should specify the date of the meeting, session, content of the motion, resolution by the board of directors, and the Company’s response to the remuneration committee’s opinion (eg., the remuneration passed by the Board of Directors exceeds the recommendation of the remuneration committee, the circumstances and cause for the difference shall be specified): None.
2. Resolutions of the remuneration committee objected to by members or subject to a qualified opinion and recorded or declared in writing, the date of the meeting, session, content of the motion, all members’ opinions and the response to members’ opinion should be specified: None.