Investors

The Company has instituted the “Audit Committee”, “Renumeration Committee”, ”Corporate Governance Committee”and the "Risk Management Committee".

Operations of the Audit Committee

The Company had convened Seven Audit Committee meetings in 2021 with the following attendance：

Major resolutions in 2021

1. Approved the Company’s 2020 “Review of Internal Control System Effectiveness” and “Statement of Internal Control Systems”.
2. Discussed the Company’s 2020 Business Reports.
3. Discussed the 2020 standalone financial statements and consolidated financial statements prepared by the Company.
4. Discussed the distribution of the Company’s 2020 earnings.
5. Discussed the review of the suitability and independence of the Company’s CPAs.
6. Discussed the CPA fees for 2021.
7. Discussed the amendment to the " Procedures for Authorization and Agent Measures ".
8. Discussed the company applies to the Bank for credit quota, forex and derivatives trading.
9. Discussed the endorsement/guarantee provided by the Company to affiliated companies.
10. Discussion the proposal to invest in Unitech Engineering Corp.
11. Discussion the proposal for approval in solar power station of Kuan Yueh Technology Engineering Co.,Ltd.
12. Discussion of the suspected capital financing for Fujian Jinhua Integrated Circuit Co. Ltd. by Suzhou Topco Construction Ltd. & Shanghai Chong Yao Trading Co., Ltd. due to Oct. 25, 2021 the for the extraordinarily long credit period of receivables.
13. Discussion the proposal to invest in Shih Her Technologies Inc.
14. Discussion the proposal to Loan to Topscience(s) Pte Ltd.

Operations of the Corporate Governance Committee

The operation of the committee is in accordance with the company's "Corporate Governance Best-Practice Principles".

The Company had convened Two Remuneration Committee meetings in 2021 with the following attendance：

Operations of the Remuneration Committee

The Company had convened Five Remuneration Committee meetings in 2021 with the following attendance：

Compensation for employees,Directors and Supervisors：

1、The dividend policy set forth in Article 20, 20-1 of the Articles of Incorporation.
The Company shall set aside no less than 4% of its earnings for the period, if any, as employees’ profit-sharing bonus and not more than 3% of its earnings as remuneration to Directors. Notwithstanding the forgoing, the Company shall reserve a sufficient amount of earnings to offset its accumulated losses. Where remuneration to employees are distributed by way of shares or cash, employees of affiliated enterprises of the Company may be eligible provided that certain criteria are met that approved by the Board of Directors.

2、The basis for estimating the amount of employees and directors compensation, for calculating the number of shares to be distributed as employee compensation, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period.
The remunerations estimated to employees and directors for the year 2021 were based on the net profit before tax, excluding the remuneration to employees and directors of each period, multiplied by the percentage of remuneration to employees and directors as specified in the Company’s article.  These remunerations were expensed under operating expenses. The number of shares to be distributed was calculated based on the closing price of the Company’s ordinary shares, one day before the date of the Board Meeting. Related information would be available at the Market Observation Post System website.  If the actual amounts subsequently paid differ from the above estimated amounts, the differences will be recorded in the year paid as a change in accounting estimate.

3、Distribution of compensation passed by the Board of Directors：

(1) As resolved by the Board Meeting on Mar 15, 2022, the remuneration to employees and directors were NT$173,950,000 and NT$57,983,000 respectively. There is no difference between the distributed and estimated amounts this year.

(2) Amount of employee compensation distributed in the form of stock and as a percentage of the after-tax profit provided in this year's standalone financial statements and total employee compensation combined:
No stock compensation proposed for employees was distributed in 2021.

4、Actual distribution of employee bonus and remuneration of board directors and supervisors in the previous year (including dividend shares, amount and stock price), discrepancies if any from the amount of employees' bonus and directors and supervisors'remuneration previously recognized, and the causes and treatments for the discrepancies：
Remuneration to employees, directors and supervisors for the year 2020 was NT$151,770,000 and NT$50,590,000 respectively, there was no difference between the estimated amount and the actual amount distributed.

Operations of the Risk Management Committee

The general manager assigns supervisors to take charge of the work of each risk group and implement related work plans, and regularly report the implementation status to the committee to ensure the operation of the management structure and risk control functions. The operation of the committee is in accordance with the company's "Risk Management Committee rules" and should report to the board of directors at least once a year.

The Company had convened Two Remuneration Committee meetings in 2021 with the following attendance：