Enumeration Committee

On March 20, 2020, the Company's Board of Directors resolved to establish a Remuneration Committee and established the "Remuneration Committee Organization Charter". The members of the second term of the Remuneration Committee are composed of independent directors Lin, Tian-Song, Chen, Che-Sheng and Chen, Wei-Yue. The committee's responsibility is to improve the remuneration system for directors and managers of the Company. The information of the committee members and the operation status are as follows:

(1) Remuneration Committee members

Identity	Conditions Name	Professional qualification and experience	Independence	Serving as the Remuneration Committee member of other public offering companies
Independent Director (convenor)	Lin, Tian-Song	1.Bachelor of Business Administration, Soochow University 2.More than 25 years of working experience in business, legal affairs, finance, accounting, or corporate business 3.Free of any matter as stated in Article 30 of the Company Act	1.The principal, spouse, or relatives within the second degree of kindship do not serve as directors, supervisors, or employees of the Company or its affiliated enterprises. 2.The principal, spouse, or relatives within the second degree of kindship (or in the name of others) do not hold the stock shares of the Company. 3.No remuneration received for providing business, legal, financial, accounting and other services to the Company or its affiliated enterprises in the last two years. 4.Not serving as a director, supervisor, or employee of a company that has a specific relationship with the Company.	0
Independent Director	Chen, Wei-Yue	1.MBA of California State University and Bachelor of International Business, National Chengchi University 2.More than 25 years of working experience in business, legal affairs, finance, accounting, or corporate business 3.A certified public accountant 4.Free of any matter as stated in Article 30 of the Company Act	1.The principal, spouse, or relatives within the second degree of kindship do not serve as directors, supervisors, or employees of the Company or its affiliated enterprises. 2.The principal, spouse, or relatives within the second degree of kindship (or in the name of others) do not hold the stock shares of the Company. 3.No remuneration received for providing business, legal, financial, accounting and other services to the Company or its affiliated enterprises in the last two years 4.Not serving as a director, supervisor, or employee of a company that has a specific relationship with the Company.	2
Independent Director	Chen, Che-Sheng	1.Ph.D. and Mater of Materials Science, University of Tokyo, Japan and Master of Industrial Management, Stanford University, USA 2.More than 25 years of working experience in business, legal affairs, finance, accounting, or corporate business. 3.Free of any matter as stated in Article 30 of the Company Act.	1.The principal, spouse, or relatives within the second degree of kindship do not serve as directors, supervisors, or employees of the Company or its affiliated enterprises. 2.The principal, spouse, or relatives within the second degree of kindship (or in the name of others) do not hold the stock shares of the Company. 3.No remuneration received for providing business, legal, financial, accounting and other services to the Company or its affiliated enterprises in the last two years. 4.Not serving as a director, supervisor, or employee of a company that has a specific relationship with the Company.	0

2. Information on the operation of the Compensation Committee

(1) The company's remuneration committee has 3 members
(2) Term of office of this committee: June 30, 2023 to June 29, 2025
(3) There were 4 meetings in 2024 (A), and the attendance was as follows：

Job title	Name	Actual attendance (B)	Number of delegated attendances	Actual attendance rate (%) 【Ｂ/Ａ】	Remarks
convener	Lin, Tien-Sung	4	0	100%	－
committee member	Chen, Wei-Yu	4	0	100%	－
committee member	Chen Che-sheng	4	0	100%	－
Other matters that should be recorded: 1. If the Board of Directors does not adopt or amend the recommendations of the Remuneration Committee, it should state the date, period, content of the proposal, the resolution of the Board of Directors, and the company's handling of the opinions of the Remuneration Committee (if the remuneration approved by the Board of Directors is better than the recommendations of the Remuneration Committee, the difference and the reason should be stated): None. 2. If the members of the Remuneration Committee have objections or reservations on the resolutions and there are records or written statements, the date, period, content of the proposal, all members' opinions, and the handling of the members' opinions should be stated: None.

Notes:
(1) If a member of the Compensation Committee resigns prior to the year-end date, the date of resignation should be indicated in the Remarks column. The actual attendance rate (%) is calculated based on the number of Compensation Committee meetings held and the actual number of meetings attended by the member during his/her term of office.
(2) If there is an election of the Compensation Committee prior to the year-end date, the new and old members of the Compensation Committee should be listed, and the date of the election and whether the member is the old, new, or re-elected member should be noted in the Remarks column. The actual attendance rate (%) is calculated based on the number of Compensation Committee meetings held and the actual number of meetings attended by the member during his/her term of office.

3. Our company's salary and compensation committee has reviewed and evaluated our company's salary and compensation information for this yea：

Meeting Date	Proposal content and subsequent processing	Resolution result	The company's handling of the opinions of the Remuneration Committee
2024.01.16	1. Formulate the allocation plan for the number of shares to be subscribed by managers for the company's 2024 cash capital increase and issuance of new shares. 2. Propose a proposal for the payment of year-end bonuses to managers in 2023.	All members of the committee agreed to pass	Submit to the Board of Directors for approval by all directors present
2024.03.12	Review the 2023 employee remuneration and directors’ remuneration distribution proposal.	All members of the committee agreed to pass	Submit to the Board of Directors for approval by all directors present
2024.09.24	Proposal on the payment of managerial remuneration for 2023	All members of the committee agreed to pass	Submit to the Board of Directors for approval by all directors present
2024.11.07	Manager compensation case.	All members of the committee agreed to pass	Submit to the Board of Directors for approval by all directors present

4. An analysis of the total remuneration paid by the Company and all the companies in the consolidated statements to the directors, supervisors, general manager and deputy general manager of the Company in the most recent two years as a percentage of the net profit after tax of the individual or separate financial statements, and an explanation of the policy, standard and combination of remuneration payment, the procedure for setting remuneration, and its correlation with operating performance and future risks.

(1) Analysis of the total remuneration of the Company's directors, general manager and deputy general manager and the percentage of net profit after tax

Unit: New Taiwan Dollar Thousand；%

Project	The Company		All companies in the financial report
Project	2022	2023	2022	2023
Directors' remuneration	11,092	11,873	19,241	23,104
Total amount as a percentage of net profit after tax (%)	9.89	9.9	17.15	19.39
Supervisory remuneration	-	-	-	-
Total amount as a percentage of net profit after tax (%)	-	-	-	-
General Manager and Deputy General Manager Remuneration	11,219	8,870	21,741	22,935
Total amount as a percentage of net profit after tax (%)	10.00	7.44	19.38	19.25
Net profit after tax	112,170	119,162	112,170	119,162

From the above table, we can see that the remuneration of the directors and managers of the Company varies with the net profit after tax and the following

2. The policy, standards and combination of remuneration, the procedure for setting remuneration, and the explanation of the correlation with business performance and future risks.

(2) Policies, standards, and combinations for remuneration, procedures for setting remuneration, and their correlation with business performance and future risks：

Directors' remuneration：

The remuneration package currently paid to directors by the Company includes independent director salary, general director remuneration and travel expenses, etc., all of which are handled in accordance with the Company's Articles of Association. According to Article 34.1 of the Company's Articles of Association, if the Company makes a profit in a year, it shall allocate no more than 5% as director remuneration, and has established the "Method for Remuneration of Directors and Functional Committees". It also considers the Company's operating results and the degree of participation and contribution to the Company's operations to give reasonable remuneration. The rationality of the relevant remuneration is reviewed by the Remuneration Committee and the Board of Directors. The Company's Board of Directors has passed the "Board of Directors Performance Evaluation Method" and completed the performance evaluation of the entire Board of Directors, individual directors and functional committees from January 1, 2023 to December 31, 2023 in accordance with the Company's "Board of Directors Performance Evaluation Method" in January 2024. The evaluation method includes internal self-evaluation of the Board of Directors and functional committees, and self-evaluation of directors. The evaluation results will be reported to the Board of Directors on January 16, 2024. The Company's Board of Directors Performance Evaluation measurement items include the following five aspects:：

A. Degree of involvement in company operations。
B. Improving the quality of board decision-making。
C. Board Composition and Structure。
D. Election and Continuing Education of Directors。
E. Internal Control。

The performance evaluation of our board members includes the following six aspects:：

A. Mastering company goals and tasks。
B. Awareness of Directors’ Duties。
C. Degree of involvement in company operations。
D. Internal relationship management and communication。
E. Professional and Continuing Education for Directors Professional and Continuing Education for Directors。
F. Internal Control。

The Company's board of directors' performance evaluation items (six major aspects) are listed below with their important items and weights.：

Measuring aspects	proportion	description
Understanding of company goals and tasks	12%	Understand the characteristics and risks of the industry in which the company (group) is located, as well as the strategic goals (including financial and non-financial) at different stages, and agree with the core values of the company such as integrity management and the concept of investing in corporate sustainable development (ESG).
Directors' Responsibilities	12%	Fully understand the legal obligations of directors, including the obligation to maintain confidentiality with respect to any internal information of the company obtained while performing director duties.
Degree of involvement in company operations	38%	Attend the company's board of directors and shareholders' meetings in person. The meeting documents must be provided seven days before the meeting so that the directors can have sufficient time to understand the proposals and have a clear understanding of the company's (group's) management team and the company's industry. Make professional and appropriate judgments, make specific recommendations and monitor the company's existing or potential risks (including compliance with various laws and regulations, capital operations, ESG issues, etc.), and make effective contributions to the board of directors.
Internal relationship management and communication	12%	The interaction with the company's management team is good, and there is good communication with other board members. There is sufficient communication and exchange with the certification accountant during meetings (including the Audit Committee and the Board of Directors).
Professional and Continuing Education for Directors	14%	Possess the expertise in business, law, finance, accounting or corporate affairs required for the execution of the board's decisions, and whether he or she continues to study and absorb new knowledge in accordance with laws and regulations, and is committed to the development and activities of the company's sustainable operations.
Internal Control	12%	Whether the directors have indeed recused themselves from relevant resolutions that require directors to recuse themselves from their interests. Whether the accounting system, financial status and financial reports, audit reports and their follow-up of the company (group) are understood and their implementation and follow-up are supervised and evaluated.

The performance evaluation and measurement items of our functional committees include the following five aspects:：

A. Degree of involvement in company operations。
B. Recognition of the responsibilities of functional committees。
C. Improving the quality of decision-making by functional committees。
D. Composition and selection of functional committee members。
E. Internal Control。

The performance evaluation results of the Company's Board of Directors shall be used as a reference for the selection or nomination of directors; and the performance evaluation results of individual directors shall be used as a reference for determining their individual salary and remuneration adjustments in accordance with the Company's "Director and Functional Committee Remuneration Payment Rules". After completing the above evaluations, the results of the 2013 performance evaluation of the Board of Directors, members of the Board of Directors and functional committees of the Company ranged from 98.45 points to 99.68 points. The overall operation of the Board of Directors and functional committees (Audit Committee and Remuneration Committee) was good.。

Manager remuneration
Pursuant to Article 34.1 of the Company's Articles of Association, the Company's employee remuneration shall be distributed at a rate of not less than 8% and not more than 15% of the Company's net profit before tax before deducting employee remuneration and directors' remuneration for the year, and there shall be a remuneration management system. Methods and performance appraisal management methods. According to the above situation, the remuneration of the company's management personnel includes salary and bonus. The salary of management personnel is determined according to their years of service and grades; bonuses include employee salary, year-end bonus, etc., and the determination method is linked to performance, as follows：
1. Employee Remuneration：Employee compensation is based on the company's annual profit, combined with factors such as the employee's position in the company, responsibilities assumed, years of service, special contributions to the company, and may be allocated based on criteria such as the company's long-term performance.。
2. Year-end bonus：
  a. Departmental or financial performance: revenue and profit, budget achievement, growth and new markets; effective financial operations and risk management。
  b. Talent cultivation：Elite Talent Cultivation、Employee Retention Rate。
  c. Quality and Risk：Comply with laws and regulations。
  In addition to the above three aspects, personal performance evaluation will be further subdivided into personality traits and work attitude (qualitative) and daily and project work performance (quantitative), with the final calculation ratio of 30% and 70% respectively. result。
3. Based on the usual salary level in the industry, comprehensive consideration is given to individual performance, company operating performance and The reasonable allocation of future risks will be determined based on the actual business conditions and relevant laws.
  Order to review the remuneration system in a timely manner to strike a balance between the company's sustainable operation and risk control。
Relevance of future risks：
1. The company has purchased liability insurance for all directors and managers with a coverage of US$15 million. Through directors and officers liability insurance, a company can reduce the unknown risks it bears and transfer the losses that directors, key managers and the company may suffer in the performance of their duties. Cause damage。
2. The remuneration system for directors and appointed managers of the Company will be determined based on the overall environment and corporate economic situation.
  business strategy, future risk assessment, etc., and review them in a timely manner to minimize the possibility of risks.。

Organizational Rules of the Enumeration Committee

Article 1 (Purpose and basis for adoption)

In order to ensure a sound system for compensation of the Company’s directors and managerial officers, this Remuneration Committee Charter (hereinafter referred to as “this Charter”) is formulated pursuant to Article 3 of the “Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange” (hereinafter referred to as “Regulations”) for compliance.

Article 2 (Scope of application)

Except as otherwise provided by law or regulation or by the articles of incorporation, matters in connection with the official powers of the Remuneration Committee (hereinafter to as “the Committee”) shall be handled in accordance with this Charter.

Article 3 (Disclosure for public reference)

The Company shall upload the content of this Charter to its website and the Market Observation Post System (MOPS) for public reference.

Article 4 (Functions of the Committee)

The functions of the Committee are to professionally and objectively evaluate the policies and systems for compensation of the Company’s directors and managerial officers, and submit recommendations to the board of directors for its reference in decision making.

Article 5 (Committee composition)

The Committee shall consist of 3 members appointed by resolution of the board of directors; also, one of the three members shall serve as the convenor.
The professional qualifications and degree of independence of the Committee members shall meet the requirements set out in Articles 5 and 6 of the “Regulations.”

Article 6 (Terms of Committee members and appointments to fill vacancies)

The office term of the Committee members shall be the same as that of the board of directors by whom they were appointed.
When a Committee member is dismissed for any reason, resulting in there being less than three members, a board meeting to make a new appointment shall be held within 3 months from the date of occurrence.

Article 7 (Scope of duties)

The Committee shall exercise the due diligence of a good administrator to faithfully perform the following duties and present its recommendations to the board of directors for discussion:

Ensure that the Company’s remuneration arrangements comply with governing laws and regulations and are sufficient to recruit outstanding talent.
Performance evaluation and remunerations of directors and managerial officers shall take into account the general remuneration levels in the industry, individual performance evaluation results, the time spent by the individual and their responsibilities, the extent of goal achievement, their performance in other positions, and the remuneration paid to employees holding equivalent positions in recent years; in other words, evaluate the reasonableness of the correlation between personal performance and the Company’s operational performance and future risk exposure, with respect to the achievement of short-term and long-term business goals and the financial position of the Company.
There shall be no incentive for the directors or managerial officers to pursue compensation by engaging in activities that exceed the tolerable risk level of the Company.
For directors and senior managerial officers, the percentage of remuneration to be distributed based on their short-term performance and the time for payment of any variable compensation shall be decided with regard to the characteristics of the industry and the nature of the Company’s business.
Reasonableness shall be taken into account when the contents and amounts of the remuneration of the directors and managerial officers are set. It is not advisable for decisions on the remuneration of the directors and managerial officers to run contrary to financial performance to a material extent. It is not advisable for said remuneration to be higher than that in the preceding year in the event of a material decline in profits or of long-term losses. If it is still higher than that in the preceding year, the reasonableness shall be explained in the annual report and reported at a shareholders’ meeting.
No Committee member may participate in discussion and voting when the Committee is deciding on that member’s individual remuneration. “Compensation” as stated in the preceding two paragraphs includes cash compensation, stock options, profit sharing and stock ownership, retirement benefits or severance pay, allowances or stipends of any kind, and other substantive incentive measures. Its scope shall be consistent with the remuneration for directors and managerial officers as set out in the “Regulations Governing Information to be Published in Annual Reports of Public Companies.”

If the decision-making and handling of any matter relating to the remuneration of directors and managerial officers of a subsidiary is delegated to the subsidiary but requires ratification by the Company’s board of directors, the Committee shall be asked to make recommendations before the matter is submitted to the board of directors for deliberation.

Article 8 (Convening and holding of meetings)

The Committee meetings shall be held at least 4 times a year. In convening the Committee meeting, a notice setting forth the subjects to be discussed at the meeting shall be given to each member at least 7 days in advance. In emergency circumstances, however, the meeting may be convened on shorter notice.
One of the three independent directors who serve as the Committee members shall be elected by all members as the convener and meeting chair. If the convener takes leave or is unable to convene a meeting for any reason, the convener shall appoint another independent director on the Committee to act in his or her place. If there is no other independent director on the Committee, the convener shall appoint another Committee member to act on his or her behalf. If the convener does not make such an appointment, a member of the Committee shall be elected by and from among the other members on the Committee to serve as convener.

Article 9 (Drafting of meeting agendas)

The Committee’s meeting agenda shall be drafted by the convener. Other members may submit motions to the Committee for discussion.
Meeting agendas shall be forwarded to the Committee members in advance.
When the Committee meeting is convened, an attendance book shall be made available for sign-in by the Committee members in attendance and thereafter made available for reference.
The Committee members shall attend the meeting in person. If a member is unable to attend the meeting in person, the member may appoint another member to attend as his or her proxy. Attending a meeting via telecommunications will be deemed attendance in person.
A member of the Committee that appoints another member as proxy to attend a meeting shall in each instance issue a written proxy stating the scope of authorization with respect to the items on the meeting agenda.
The proxy under Paragraph 3 may accept a proxy from one person only.

Article 10 (Resolution method)

Resolutions reached at the Committee meeting shall be adopted with the consent of one half or more of the entire membership. When a matter comes to a vote at a Committee meeting, if upon inquiry by the meeting chair no member voices an objection, the matter will be deemed approved with the same effect as approval by vote.
The voting results as stated in the preceding paragraph shall be reported immediately at the end of voting and recorded.

Article 11 (Meeting minutes)

Discussions at the Committee meeting shall be included in the meeting minutes, which shall faithfully record the following:

The session, time, and place of the meeting.
The name of the meeting chair.
Attendance of the Committee members at the meeting, specifying the names and the number of members present, excused, and absent.
The names and titles of those attending the meeting as non-voting participants.
The name of the minute taker.
The matters reported at the meeting.
Agenda items: the method of resolution and the result for each proposal, and any objections or reservations expressed by any member.
Extraordinary motions: The name of the proposer; the method of resolution and the result for each motion; a summary of the comments of the Committee members, experts, and other persons present at the meeting.
Other matters required to be recorded:

The attendance book constitutes part of the Committee meeting minutes; if the meeting is held via telecommunications, the audio and video materials also constitute part of the meeting minutes.
The Committee meeting minutes shall bear the signature or seal of both the meeting chair and the minute taker. A copy of the meeting minutes shall be distributed to each Committee member within 20 days after the meeting, and shall be presented to the board of directors and retained as important corporate records for 5 years. The meeting minutes may be produced and distributed in an electronic form.
If, before the expiration of the retention period as stated in the preceding paragraph, any litigation arises in connection with any matter relating to the Committee, the meeting minutes shall be preserved until the conclusion of the litigation.

Article 12 (Implementation of meeting resolutions)

The execution of tasks relating to resolutions adopted by the Committee in accordance with its duties under Article 7, or subsequent work resolved to be delegated to professionals pursuant to Article 13, Paragraph 2, may be delegated to the convener or other Committee members for follow-up, with a written report to be presented to the Committee during the implementation period. When necessary, the matter shall be presented for ratification or a report made at the next Committee meeting.

Article 13 (Resources to be provided when the Committee exercises its powers)

The Committee when calling a meeting may request directors, managing officers of relevant departments, internal auditors, certified public accountants, legal consultants, or other personnel of the Company to attend the meeting as non-voting participants and to provide pertinent and necessary information.
The Committee may resolve to retain the service of an attorney, certified public accountant, or other professional at the Company’s expense to conduct a necessary audit or to provide advice on matters relating to the exercise of the Committee’s powers.

Article 14 (Enforcement)

This Charter shall take effect after having been submitted to and adopted by the board of directors. Subsequent amendments thereto shall be effective in the same manner.