Operations

1.

Does the Company establish and disclose the proper corporate governance framework based on the "Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies"?

✔

The Company has established Corporate Governance Best Practice Principles. The Company's principles are available on the Company's official website under "Corporate Governance" and market observation post system (MOPS).

None

2.

Shareholding structure & shareholders' rights

(1) Has the Company established an internal operating procedure to address shareholders' suggestions, doubts, disputes, and litigation, with proper implementation based on this procedure?

✔

(1)The Company has designated a shareholder service team to handle shareholder suggestions and disputes. Shareholder suggestions, inquiries, disputes, and litigation are handled based on relevant standard operating procedures.

None

(2) Is the Company fully aware of its major shareholders and the ultimate owners of those shares?

✔

(2)The Company reports changes in internal (directors, managers, and shareholders of more than 10% of shares outstanding) shareholding on a monthly basis. The Company's quarterly reports have disclosed the names of shareholders who hold more than 5% equity, the total amount and proportion of the shares they hold, and other relevant information.

None

(3) Does the Company adopt and execute the proper risk management and firewall system within its affiliates

✔ 

(3)The Company’s internal control system set up the Rules and Procedures on Conducting Transactions between Group Companies and Related Parties and the Rules and Procedures on Monitoring Subsidiaries as risk control mechanisms.

None

(4)Does the Company establish internal rules against insider trading?

✔ 

(4) The Company has established “Rules and Procedures on insider trading before disclosure”, “Rules and Procedures on Handling Internal Material Information” and “Code of Ethics”. The Company prevents insider trading by controlling key points in its operations, which prevents Company insiders (employees, managers, and directors) from exploiting non-public information to trade securities. The Company held regular training on preventing insider trading.
The Company published “Rules and Procedures on insider trading before disclosure”, strictly prohibiting insiders from insider trading with material nonpublic information to buy and sell securities on the market. The stock trading control measures from the date insiders become aware of the contents of the Company's financial reports or relevant results which include, without limitation, those prohibiting a director from trading its shares during the closed period of 30 days prior to the publication of the annual financial reports and 15 days prior to the publication of the quarterly financial reports.
The Company has scheduled the date of board meeting in 2023 to remind managers and directors of stock trading control measures.
Implementing of Rules and Procedures in 2022:
A. Directors
When dismissing directors, the Company provides directors' regulations and publicity manuals, and at any time explain to directors related regulations such as communication insider trading and short-term trading.
Every year when planning a director’s training plan, arrange education and publicity courses to prevent insider trading and related laws and regulations. The courses completed in 2022 are available on the Company's official website under "Corporate Governance".
B. Managers and employees
When the manager takes up the position of insider, the Company provides the relevant laws and regulations on the change of insider’s equity. Provide education and advocacy in a timely manner within three months of employment.
The Company held 0.5-hour online training on preventing insider trading for newly employees in 2022. The course includes an introduction and the elements of insider trading, violations, and case study, etc.
A total of 128 employees (including managers) passed education and training 2022. The courses completed in 2022 are available on the Company's official website under "Corporate Governance".

None

3.

Board of Directors Composition and Responsibilities

(1) Does the Board of Directors develop and implement a policy to promote diversity in the composition of its members

✔

(1) Diversity of board members is stipulated in the Company’s Code of Practice for Corporate Governance and fully implemented. For the detail information please also see Page 16 " Diversified board of directors”.

None

(2) Does the Company voluntarily establish other functional committees in addition to the Compensation Committee and the Audit Committee?

✔

(2) The Company set up Audit Committee and Compensation Committee, and Nomination Committee on November 1, 2022; other functional committees will be set up depending on future needs.

None

(3) Does the Company establish and implement on an annual basis a set of assessments to measure the performance of the Board of Directors, report the performance evaluation results to the Board to Directors, and use it as a reference for the compensation of the Board of Directors?

✔ 

(3) The Company conducts the board performance evaluation once a year by questionnaire of self-evaluation. The evaluation scope includes the Board of Directors as a whole, the individual directors, the Compensation Committee, and the Audit Committee in 2022.The results shall be used as a reference basis when selecting or nominating directors and shall base its determination of an individual director's remuneration on the evaluation results of his or her performance.

The Board of Directors are assessed on the following five aspects:
1.Involvement in the Company’s operation
2. Enhancement of the quality of the board’s decision-making
3. Makeup and structure of the board
4. Election of board members and continuing knowledge development
5. Internal controls

The individual directors are assessed on the following six aspects:
1. Understanding of the Company’s goals and mission
2. Awareness of director’s duties
3. Involvement in the Company’s operations
4. Internal relationship and communication
5. Director’s professionalism and continuing knowledge development
6. Internal controls

The Company completed self-assessments of Board performance in 2022 and reported the results to the Board of Directors at the second meeting in 2023 for review and improvement. The weighted average score for the overall performance of the board of directors is 4.74 out of 5. The weighted average score for the performance of the individual directors is 4.65 out of 5. As demonstrated, the overall board’s operation has been effective. The weighted average score for the overall performance of the Compensation Committee and the Audit Committee’s is 4.83 out of 5. As demonstrated, the Compensation Committee and the Audit Committee are consistent with corporate governance, and effectively enhancing the functions of the Board of Directors.

None

(4) Does the Company regularly evaluate the independence of its CPAs?

✔ 

(4) At least once a year, the Company evaluates the independence and suitability of its CPA. The Company also evaluates the accounting firm with regard to its financial interests, funding and guarantees, commercial relations, family and personal relations, employment relations, gifts and special offers rotation of CPAs, and non-audit services, and obtains a statement of independence issued by the accounting firm. The results of the most recent evaluations in the last two years were reviewed and approved to the Board on November 1, 2022 and February 21, 2023. The Company will evaluate the independence and suitability of its CPA, in addition to requiring statement of independence issued by the accounting firm, and refer to 13 indicators of audit quality indicators (AQIs), and report the evaluation results to the Board.

None

4.

Has the Company allocated suitable and sufficient corporate governance staff and appointed a manager of corporate governance responsible for corporate governance matters (including, but not limited to, furnishing information required for business execution by directors, assisting directors in complying with laws and regulations, handling matters related to board and shareholder meetings in accordance with the laws, producing minutes of board and shareholder meetings, etc.)?

✔ 

The Company has deployed Corporate Governance personnel, who are assumed by the staff of the Finance and Administrative Management Department, to conducted matters relating to of the Audit Committee, the Compensation Committee, the board of directors and the general shareholders meeting, recorded minutes of Board Meetings and Shareholder Meetings, assisted in the matters of director appointment and profession enhancement, provided directors with related information required in conducting business, assist directors in compliance with laws, and regularly conduct performance evaluation pursuant to the rules for “Board of Directors Self-Assessment of Performance”. The Company’s board of directors has appointed the supervisor for Corporate Governance on May 2,2023.

None

5.

Has the Company established a communication channel and designated a website section for its stakeholders (including but not limited to shareholders, employees, customers, and suppliers) as well as to handle all CSR-related issues?

✔

Sections on investor relations, procurement and CSR have been set up on the Company’s official website and integrated into one comprehensive stakeholders’ section. Special personnel have been assigned to handle CSR related issues.

None

6.

Does the Company appoint a professional shareholder service agency to handle shareholder meeting affairs?

✔ 

The Company has engaged the Transfer Agency and Registry Department of Yuanta Securities Co., Ltd. to manage its annual general meeting.

None

7.

Information Disclosure

(1) Does the Company have a corporate website to disclose all information regarding finances, the business, and corporate governance?

✔ 

(1) Disclosure of financial-related and corporate governance information is posted periodically on the Company’s website.

None

(2) Does the Company have other information disclosure channels (e.g. English website, designated personnel to handle information collection and disclosure, spokesperson system, investor conference webcasts, etc.)?

✔ 

(2) Aside from having a spokesperson, the Company has a dedicated department, the Investor Relations Division, to handle information disclosure. It also has an English website and a team working on gathering and releasing relevant Company information.

None

(3) Does the Company report its annual financial report within two months after the end of the fiscal year and announce the first, second, and third quarter financial reports and monthly operating updates before the prescribed deadlines?

✔ 

(3) The Company has announced and filed its annual financial report within two months after the end of the fiscal year. The financial reports for the first, second, and third quarters were approved by the board of directors, and the operating conditions of each month were announced and declared before the specified deadline. The relevant information was also disclosed on the MOPS and Our Company website.

None

8.

Is there any other important information to facilitate a better understanding of the Company's corporate governance practices? (including but not limited to employee rights, employee care, investor relations, supplier relations, the rights of interested parties, directors and supervisors, the implementation of risk management policies and risk measurement standards, the implementation of customer policies, and the company Purchase of liability insurance for directors and supervisors, etc.)?

✔ 

(1) Employee rights:
The Company has always adhered to the belief of labor-management integration, coexistence and co-prosperity, emphasizes rationalized, institutionalized, and humanized management, respects the wishes and needs of employees, and shares benefits in accordance with the principles of labor law. Communicate and coordinate to establish a good labor-management relationship.

(2) Investor relations:
In accordance with relevant regulations, the Company immediately announces important company information about finance, business, and insider shareholding changes in the MOPS. The Company's website also sets up an investor area to disclose the company's financial business information. The minutes of the shareholders' meetings of the company are recorded in accordance with the company law and relevant laws and regulations. The minutes of the shareholders' meetings have been published on the company's website and are permanently stored in the company.

(3) Supplier relations:
The Company establishes a long-term close relationship with suppliers based on the principle of win-win, and hopes to pursue mutual trust and mutual benefit together to pursue sustainable growth.

(4) Rights of stakeholder:
Stakeholders may communicate with the Company and make suggestions to safeguard their legitimate rights and interests.

(5) Directors' training record:
The directors have relevant professional knowledge and follow the relevant laws and regulations to study securities regulations and other courses, and meet the requirements of the training hours.

(6) Implementation of risk management policies and risk assessments:
The Company has always carried out related risk management based on the principle of soundness, and has established a strict internal control system to prevent various risks. The internal audit unit regularly and irregularly checks the implementation of the internal control system, and also insures property insurance.

(7) Implementation of customer relations policies:
The Company maintains a stable and good relationship with customers and upholds the customer first policy to create company profits.

(8) Insurance for directors:
The Company has purchased liability insurance for directors to strengthen the protection of shareholders' rights and interests.

None

Chia-Shuai Chang
Director

Ying-Shis Huang
Directo

Pao-Shi Sheng
Independent Director

Nai-Jen Yeh
Independent Director

July 25, 2023
July 26, 2023

Chien-Wei Chen
Independent Director