Corporate Governance Organization

The company is committed to establishing a robust corporate governance system, adhering to relevant laws and regulations, as well as provisions in the articles of incorporation. The primary objectives include safeguarding shareholders’ rights, ensuring equal treatment of shareholders, strengthening the structure and operation of the board of directors, enhancing information transparency, and fulfilling corporate social responsibility. The company is dedicated to building an effective corporate governance framework, and the details are as follows:

The Board of Directors serves as a crucial core in corporate governance, providing not only strategic guidance for the company’s operations but also overseeing the managerial performance of the executive team. It functions as the highest governing body. In addition to appointing independent directors for their expertise, specific committees, including the Finance and Management Committee, Compensation Committee, Audit Committee, and General Manager, are established. Each committee plays its role to assist the Board of Directors in fulfilling its supervisory responsibilities effectively, ensuring the optimal execution of various operational activities and creating maximum value for shareholders.

Members of the Board of Directors.

Position Title	Name	Primary Experience
Chairman of the Board	SU,MEI-CHUN	Director, FIS Corp. Chairman, IPAC Technology CO., LTD. (subsidiary) Director, HK FIS (subsidiary) Director, HK SBAS (subsidiary) Chairman, CECGP Electronics Corp. Director, LA SIERRA LTD. Chairman, Qing Shui Yuan Farm Corp.
Director	TANG, YU-HUA	M.B.A., National Taiwan University Executive Assistant to General Manager, FIS Corp. Deputy General Manager, FIS Corp. Associate, Asian Information Technology INC. General Manager, FIS Corp. Chairman, FTSC Corp. (subsidiary) Director, HK FIS (subsidiary) Director, HK SBAS (subsidiary) 長
Director	YANG,ZHENG-NING	M.B.A, Shih Chien University Deputy General Manager, FIS Corp. Associate, FIS Corp. Manager, FIS Corp. Executive, Scholar Multimedia LTD.
Director	WANG,MEI-JUAN	B.A., Soochow University Manager, CECGP Electronics Corp. Director, CECGP Electronics Corp. Director, Standard Plastics LTD.
Independent Director	LIN,SHI-MEI	LL.B., National Taiwan University LL.M, University of London Kew & Lord Law Office J&J Attorneys at Law K & L Gates Island Taiwan Law Offices
Independent Director	LIN, QIAN-RU	M.A., National Taiwan University KPMG Taiwan Yuanta Securties Corp. Lumens CO., LTD. Taiwan High Speed Rail Corp.
Independent Director	LIN,YING-SHAN	M.S., Kaohsiung Polytechnic Institute M.B.A., National Sun Yat-sen University Director, Emerging Display Technologies Director, TAYIH KENMOS AUTO PARTS Independent Director, ShunSin Technology Director, TRIOTEK-M CO., LTD.

The Audit Committee operates in accordance with the "Audit Committee Organization Regulations" of the company, with responsibilities including:

Formulating or amending internal control systems in accordance with Article 14-1 of the Securities and Exchange Act.
Assessing the effectiveness of the internal control system.
Formulating or amending procedures for significant financial transactions such as acquiring or disposing of assets, engaging in derivative transactions, lending funds to others, endorsing for others, or providing guarantees, as stipulated in Article 36-1 of the Securities and Exchange Act.
Matters involving conflicts of interest for directors themselves.
Significant asset or derivative transactions.
Significant lending of funds, endorsements, or guarantees.
Fundraising, issuance, or private placement of equity securities.
Appointment, removal, or compensation of certifying accountants.
Appointment or removal of financial, accounting, or internal audit executives.
Annual financial reports signed or stamped by the Chairman, executives, and accounting executives.
Other significant matters as stipulated by the company or regulatory authorities.

Annual Focus and Operation of the Audit Committee

The Audit Committee of the company was established on July 20, 2021, following the election of three independent directors during the shareholders’ meeting. The purpose of the Audit Committee is to assist the Board of Directors in overseeing the quality and integrity of the company’s accounting, audit, financial reporting processes, and financial controls.

In the year 2023, the committee held five meetings, addressing the following key matters:

Review of financial statements
Internal control systems and related policies and procedures
Significant funding and lending cases
Regulatory compliance
Qualifications, independence, and performance assessment of certifying accountants
Appointment, removal, or compensation of certifying accountants

Title	Name	Expected Attendance	Attendance in Person	Attendance rate (%)	Remarks
Independent Director (Chairman)	LIN, QIAN-RU	5	5	100%
Independent Director	LIN,SHI-MEI	5	5	100%
Independent Director	LIU,YU-SHAN	2	1	50%	Term expires on June 18, 2023.
Independent Director	WU,YU-JUN	2	2	100%	Took office on Jun. 19, 2023. Resignation on Nov. 22, 2023.

Operation in 2023：

Date	Issue contents	Audit Committee Decision Results	Company's Handling of Audit Committee Opinions
2023/3/23	1. 2022 annual business report, financial statements, and consolidated financial statements	Unanimous approval by the Audit Committee.	Unanimously approved by all attending independent directors.
	2. Effectiveness of the internal control system for the year 2022 and the statement on the internal control system
	3. The amendment of Guidelines for the Adoption of Codes of Ethical Conduct.
	4. The amendment to the Operational Procedures for Loaning Funds to Others.
2023/5/8	1. Consolidated financial statements for the first quarter of 2023.	Unanimous approval by the Audit Committee.	Unanimously approved by all attending independent directors.
2023/5/8	2. Approval of the establishment of the audit procedures for pre-approval of non-assurance services provided by the engagement auditor.	Unanimous approval by the Audit Committee.
2023/8/7	1. Consolidated financial statements for the second quarter of 2023	Unanimous approval by the Audit Committee.	Unanimously approved by all attending independent directors.
2023/8/7	2. Fund lending to subsidiary	Unanimous approval by the Audit Committee.
2023/11/10	1. Consolidated financial statements for the third quarter of 2023	Unanimous approval by the Audit Committee.	Unanimously approved by all attending independent directors.
	2. Key Audit Matters (KAM) to be disclosed in the 2023 audit report involve the recognition of system integration revenue.
	3. Formulate risk management policies and procedures
	4. Resolution of the merger with IPAC
2023/12/28	1. Independence assessment of the CPA for the current year	Unanimous approval by the Audit Committee.	Unanimously approved by all attending independent directors.
	2. Budget Proposal for the Year 2024
	3. Audit plan for the year 2024
	4. The amendment of “internal control systems” and “internal audit implementation rules”

The Compensation Committee operates in accordance with the “Compensation Committee Organization Regulations” of the Company, with the main responsibilities being:

In accordance with the “Compensation Committee Organization Regulations” of the Company, the Committee shall, with the care of a good administrator, faithfully perform the following duties and submit proposed recommendations to the Board for discussion:

Establish the “Operation Rules for Compensation of Directors and Executives” of the Company to assess and determine the compensation of the Chairman, Directors, and executives of the Company and its subsidiaries, and make recommendations to the Board. Taking into account the company’s operating conditions, periodically review performance bonuses, employee remuneration, and other variable compensation for the Chairman, Directors, and executives.
Provide fixed car and horse expenses to the Company’s Directors on a monthly basis.
Periodically assess the achievement of performance goals by the Company’s Directors and executives, and establish the content and amount of their individual compensation.

Compensation Committee Annual Focus and Operational Status

During the past fiscal year (2023), the Compensation Committee held four meetings with the attendance of committee members as follows:

Title	Name	Expected Attendance	Attendance in Person	By Proxy	Attendance rate (%)	Remarks
Independent Director (Chairman)	LIN,SHI-MEI	4	3	1	75%	Took office on June 28, 2023
Independent Director	LIN, QIAN-RU	4	4	0	100%	Took office on June 28, 2023
Independent Director	LIU,YU-SHAN	1	1	0	100%	Term expires on June 18, 2023.
Independent Director	LIU,YU-SHAN	3	3	0	100%	Took office on Jun. 19, 2023. Resignation on Nov. 22, 2023.
External Committee Member	LIN,YING-SHAN	0	0	0	0	Took office on Dec. 28, 2023

Primary Experience of External Committee Member

Position Title	Name	Primary Experience
External Committee Member	LIN,YING-SHAN	M.S., Kaohsiung Polytechnic Institute M.B.A., National Sun Yat-sen University Director, Emerging Display Technologies Director, TAYIH KENMOS AUTO PARTS Independent Director, ShunSin Technology Director, TRIOTEK-M CO., LTD.

Operation in 2023：

Date	Issue contents	Decision Results
2023/01/17	1. The salary adjustment for managerial personnel of the year 2023. 2. The performance bonuses for managerial officers for the year 2022. 3. The performance bonus for the Chairman for the year 2022. 4. Personnel promotion of the Company.	Unanimously approved by all attending members.
2023/07/06	1. The amendment of Directors' and Executives' Compensation Operation Rules. 2. The salary for the Chairman. 3. The salary for the General Manager, TANG, YU-HUA. 4. The salary for the General Manager, YANG,ZHENG-NING.	Unanimously approved by all attending members.
2023/08/07	1. The distribution of employee remuneration and performance bonuses for managerial personnel. 2. Increase in Performance Bonus for managerial personnel. 3. Severance Payment for Workforce Reduction.	Unanimously approved by all attending members.
2023/11/10	1. Severance Payment for Workforce Reduction. 2. Personnel promotion of the Company. 3. The salary adjustment for Employees. 4. The adjustment of Position Allowance.	Unanimously approved by all attending members.

Corporate Governance Officer’s Scope of Authority:

On November 7, 2022, the Board of Directors approved the establishment of the Sustainability Practices Code. The General Manager serves as the convener and leads the Sustainability Promotion Team, responsible for proposing and implementing sustainability policies, systems, or related management guidelines and specific action plans. This is to enforce corporate governance, develop a sustainable environment, and uphold social welfare. The team regularly reports to the Board of Directors on the execution status concerning economic, environmental, and social issues arising from operational activities.

The former Corporate Governance Officer, Senior Vice President Zhang Liangshi, applied for retirement effective September 30, 2023. On August 7, the Board of Directors approved the appointment of General Manager Tang Yuhua to concurrently serve as the Corporate Governance Officer, starting October 1.

The main responsibilities of the Corporate Governance Officer include:

Handling matters related to the Board of Directors and shareholders’ meetings in accordance with the law.
Preparing minutes of the Board of Directors and shareholders’ meetings.
Assisting directors and supervisors in their appointment and continuous education.
Providing information required for the execution of duties by directors and supervisors.
Assisting directors and supervisors in compliance with laws and regulations.
Reporting to the Board of Directors on the examination results of the qualifications of independent directors during nomination, appointment, and tenure.
Handling matters related to changes in the Board of Directors.
Other matters stipulated in the company’s articles of incorporation or contracts.

Corporate Governance Execution in 2023:

Planning the schedule of Board of Directors and functional committee meetings, drafting meeting agendas, and assisting the chairman in legally convening meetings. Distributing meeting materials and minutes within deadlines.
Arranging separate communication meetings between independent directors and the certifying accountants and internal audit executives.
Reporting to the Board of Directors on the operation of corporate governance, ensuring that shareholder meetings and director meetings comply with relevant laws and corporate governance guidelines.
Being responsible for reviewing the publication of significant information related to important resolutions after each Board of Directors meeting to ensure the legality and correctness of the information and safeguard investor information symmetry in trading.
Assisting directors in performing their duties and enhancing the efficiency of the Board of Directors, handling requests from directors.
Scheduling directors’ training courses to meet the recommended training hours under the law.
Assisting in conducting Board of Directors performance evaluations.
Handling matters related to shareholder meetings in accordance with the law and announcing relevant Chinese and English versions of information such as the agenda handbook and annual report before the deadline stipulated in corporate governance evaluation indicators.
Updating information on the company’s website irregularly to enable investors to understand information related to the company’s finances, business, and corporate governance, safeguarding shareholder rights.

Corporate Governance Officer’s Continuing Education in 2023:

Name	Date when took office	Date	Organizer	Training Course	Time (hrs)
ZHANG, LIANG-SHI	2021/11/8	2023/02/14	Taiwan Corporation Governance Association	The New Face of Corporate Governance in the Era of ESG Trends	3
		2023/05/05	Taiwan Corporation Governance Association	Corporate Governance Trends and Corporate Sustainable Development	3
		2023/06/02	Securities and Futures Institute	Prevention of Insider Trading Advocacy Meeting	3
TANG, YU-HUA	2023/10/1	2023/10/19	Securities and Futures Institute	Technical Development and Business Opportunities of CHATGPT	3
		2023/12/01	Taiwan Corporation Governance Association	The Era of Stringent Personal Data Supervision Is Coming	3
		2023/12/06	Taiwan Academy of Banking and Finance	2023 Sustainable Finance Forum	3