Audit Committee

Management

The Company established the Audit Committee on June 21, 2017 in accordance with Article 14-4 of the Securities and Exchange Act. It also established the Audit Committee Charter in accordance with Article 3 of the Regulations Governing the Exercise of Powers by Audit Committees of Public Companies.

Duties of the Committee

The main items reviewed by the Audit Committee are as follows:
I. The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
II. Assessment of the effectiveness of the internal control system.
III. Implementation or amendment of guidelines for major financial operations including asset acquisition and disposal, trading derivatives, lending funds to other parties, and making of endorsement and guarantees for other parties.
IV. Matters in which a director is an interested party.
V. Asset transactions or derivatives trading of a material nature.
VI. Loans of funds, endorsements, or provision of guarantees of a material nature.
VII. The offering, issuance, or private placement of equity-type securities.
VIII. The appointment, dismissal, or compensation of a certified public accountant.
IX. The appointment or discharge of a financial, accounting, or internal audit officer.
X. Annual and semiannual financial statements.
XI. Other material matters as may be required by the Company or the competent authority.

Members of the Committee

According to regulations in the Securities and Exchange Act, the Audit Committee shall consist of all Independent Directors.

Nominated Position	Name	Educational Background and Experience	Current positions
Independent Director	Lu Chi-Chant (convener)	National Taiwan University Department of Mechanical Engineering Accountant of Deloitte & Touche Taiwan; Qualified CPA	Independent Director of Hannstar Board Corp., Lealea Enterprise Co., LTD., Global Brands Manufacture Ltd.; Director of Eagle Nice (int.) Holdings Ltd.
Independent Director	Wang Kuo-Cheng	National Taiwan University Graduate Institute of Business Administration Chairman of Les Enphants Co., Ltd.; Director of Les champions Co., Ltd., GigoToys Corp.; Managing Director of TCFA	Independent Director of Hannstar Board Corp., Hon Hai Precision Industry Co., Ltd., Apex Medical Corp., Luo Lih-Fen Holding Co., Ltd.
Independent Director	Yuan Jun-Tang	University of Waterloo MSEE Director of IEAT and TEEMA	Independent Director of Hannstar Board Corp., Global Brands Manufacture Ltd.; Director of Yuan-Yuan Industrial Co., Ltd., Pacific Electric Wire and Cable Co., Ltd.
Independent Director	Lee, Yi-Hsin	Duke University School of Law, Master of Laws; National Taiwan University Department of Law, Head of Legal Dept. of Taipei Fubon Commercial Bank, Senior Vice President, Regulatory Compliance Function of HSBC Bank (Taiwan) Ltd., Qualified Lawyer	None

State of Operations of the Committee

Title	Name	Attendance in person (B)	Attendance by proxy	Attendance in person (%) (B/A)	Remarks
Convener	Lu, Chi-Chant	4	0	100.00	Note 1
Independent Director	Wang, Kuo-Cheng	4	0	100.00	–
Independent Director	Yuan, Jun-Tang	4	0	100.00	–

Note 1: Mr. Chi-Chang Lu is a qualified CPA.

Major Resolutions of the Committee

Date/term of the Audit Committee meeting	Subject	Resolution	Response to the comments of the Audit Committee
2th Term 10th Meeting 2022/2/21	1.To approve 2021 annual financial statements. 2.CPA replacement due to the internal job rotation of the CPA firm for 2022. 3.To approve the donation for charity activities. 4.To approve the 2020 Internal Control System Statement. 5.To discuss the Amendments of the Articles of Incorporation. 6.To discuss the Amendments of the Management Procedures for the Acquisition and Disposal of Asset.	Passed by all members unanimously.	None
2th Term 11th Meeting 2022/4/27	1.To approve 2022 Q1 financial statements. 2.To approve the 2021 business report. 3.To approve the 2021 earnings. 4.To approvethe Amendments of the” Articles of Incorporation”.	Passed by all members unanimously.	None
2th Term 12th Meeting 2022/8/3	1.To approve 2022 Q2 financial statements. 2.To approve the amendments”Stock Affairs Agency Internal Control System” and ” Electronic Calculator Cycle Internal Control System”. 3.To appoint the appointment of the Company financial officer, accounting officer, spokesperson and corporate governance officer.	Passed by all members unanimously.	None
2th Term 13th Meeting 2022/10/31	1.To approve 2022 Q3 financial statements. 2.To approve the Company’s 2022 internal audit plan. 3.To approve the Company’s 2023 internal control cycle audit plan. 4.To formulated the rule “The Procedures for Handling Material Inside Information and prevention of insider trading”.	Passed by all members unanimously.	None

Communication between Independent Directors and the CPA

Date	Communication
2022/2/21	To audit annual financial statements of 2021 and the legislation or changes of the relevant laws and regulations.
2022/4/27	To review annual financial statements for first quarter of 2022 and the legislation or changes of the relevant laws and regulations.
2022/8/3	To review annual financial statements for second quarter of 2022 and the legislation or changes of the relevant laws and regulations.
2022/10/31	To review annual financial statements for third quarter of 2022 and the legislation or changes of the relevant laws and regulations.

Communication between Independent Directors and the Chief Internal Auditor:

Date	Communication
2022/2/21	1. To review and approve 2021 fourth quarter the Internal Auditor’s report. 2. To review and approve 2021 Statement of Internal Control System.
2022/4/27	1. To review and approve 2022 first quarter the Internal Auditor’s report. 2. To respond the independent directors ask questions.
2022/8/3	1. To review and approve 2022 second quarter the Internal Auditor’s report. 2. To respond the independent directors ask questions.
2022/10/31	1. To review and approve 2022 third quarter the Internal Auditor’s report. 2. To review and approve the 2022 internal audit plan.

Duties and Key Work Items of Audit Committee

(I) Main review items of the Audit Committee	(II) Key work items for the current year
A. The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.	A. Meeting arrangements.
B. Assessment of the effectiveness of the internal control system.	B. Handling matters relating to meetings of the Audit Committee according to laws.
C. Implementation or amendment of guidelines for major financial operations including asset acquisition and disposal, trading derivatives, lending funds to other parties, and making of endorsement and guarantees for other parties.	C. Audit Committee requests follow-up and execution of improvements.
D. Matters in which a director is an interested party.	D. Examination of conflicts of interest involving all employees, managerial officers, and the Directors.
E. Asset transactions or derivatives trading of a material nature.	E. Annual self-evaluation of the Audit Committee.
F. Loans of funds, endorsements, or provision of guarantees of a material nature.	F. Establishment and amendment of organizational procedures and related operation regulations.
G. The offering, issuance, or private placement of equity-type securities.	G. Publication of matters relating to the Audit Committee according to laws.
H. The appointment, dismissal, or compensation of a certified public accountant.	H. Providing Independent Directors with the necessary company information to help them fully exercise their powers.
I. The appointment or discharge of a financial, accounting, or internal audit officer.	I. Stakeholder recommendations and complaints.
J. Annual and semiannual financial statements.	J. Occupational safety, environmental protection, and compliance.
K. Other material matters as may be required by the Company or the competent authority.	K. Management of derivatives.