Corporate Governance

The company is currently the second session of the Audit Committee, which was officially established on July 29, 2011. It is currently composed of two independent directors, and Mr. He Chendan, an independent director, was elected as the convener to be responsible for the auditing of the company’s financial statements. The selection (resignation) of accountants and their independence and performance, the effective implementation of the company’s internal control, the company’s compliance with relevant laws and regulations, and the management and control of the company’s existing or potential risks.

The audit committee of the company meets at least once a quarter, and invites accountants, internal audit supervisors, and financial department supervisors to participate and report.
Among them, the accountants report to the audit committee on the financial report review (review) on a quarterly basis, and the audit department reports to the audit committee on the internal control and audit content on a quarterly basis.

1.Operations of the Audit Committee:

The Company’s second Audit Committee, consisting of independent directors, was formally established on July 29, 2021. Hochen Tan, an independent director, was elected to serve as the committee’s convener. The committee members, meeting at least once quarterly, shall be responsible for the audit of the fair presentation of the Company’s financial statements, the selection (dismissal) and independence and performance of the certified public accountants, the effective implementation of the Company’s internal controls, the Company’s compliance with relevant laws and regulations, and the control of the Company’s existing or potential risks and the like. The audit committee’s major responsibilities are as follows:

(1)Adoption or amendment of the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.

(2)Evaluation of the effectiveness of the internal control system.

(3)Adoption or amendment of the procedures for significant financial or business conducts, e.g., Procedures for Acquisition or Disposal of Assets, Procedures for Derivative Transactions, Procedures for Lending Funds to Other Parties, and Procedures for Endorsement and Guarantee, pursuant to Article 36-1 of the Securities and Exchange Act.

(4)Matters related to the Directors’ own interests.

(5)Significant asset or derivative transactions.

(6)Significant lending, endorsement or provision of guarantees.

(7)Offering, issuance or private placement of equity-type marketable securities.

(8)The appointment, discharge and remuneration of CPAs.

(9)The appointment and discharge of finance, accounting or internal auditing officers and managers.

(10)Annual and semi-annual financial reports.

(11)Other significant matters as required by the Company or the competent authority.

The Audit Committee convened eight meetings in 2022 (A). The attendance is as follows:

Title	Name	Attendance in Person (B)	Attendance Rate (%) (B/A)	Remarks
Audit Committee member	Hochen Tan	7	100%	Assuming office on July 29, 2021
Audit Committee member	T.H. Tung	7	100%	Assuming office on July 29, 2021

Other mentionable items:

I.The date, session, content of the motion, resolution of the Audit Committee and the Company’s means of processing the opinions of the Audit Committee shall be specified if one of the following circumstances occurred in the operation of the Audit Committee:

(I)Matters listed under Article 14-5 of the Securities and Exchange Act:

Date of Meeting	Content of Motion	Opinions of all Independent Directors and the Company’s handling of these opinions
2022.02.25	Approval of 2021financial statements.	Approved by all Independent Directors
2022.03.23	Review and approval of 2022 CPA fees	Approved by all Independent Directors
2022.08.08	Approval of 2022 financial statements for the Second Quarter.	Approved by all Independent Directors
2022.11.04	Appointment of the Company’s internal auditing officer	Approved by all Independent Directors

.Communication between the Independent Directors and internal auditing officer and CPAs (include major topics, methods and results relating to the Company’s financial and business status that shall be communicated):

(I)There are channels of direct contact between the Independent Directors and internal auditing officer and the Certified Public Accountant and the communication condition is good;

(II)The Company convenes the Audit Committee meeting on a regular basis, inviting CPAs and internal auditing officer to attend and related supervisors if necessary;

(III)The internal auditing officer submits summarized auditing report to the Audit Committee on a monthly basis according to the annual audit plan;

(IV)Evaluate the independence of the CPAs annually and submit the outcome to the Audit Committee for review; and

(V)There are channels of direct contact between the member of Audit Committee and internal auditing officer and the CPAs and the communication condition is good. The internal auditing officer regularly reports to the Audit Committee based on the annual audit plan and cooperate with the routine internal control audits conducted by CPAs. For the Board of Directors’ meetings, CPAs would attend to provide relevant opinions, and the internal auditing officer would submit audit reports. While reviewing the financial reports, Audit Committee members would discuss relevant finance and business matters within the statements with CPAs and their key opinions shall be documented in the meeting minutes.