Corporate Governance Officer

Corporate Governance Officer 

A. On December 28, 2022, The Board of Directors appointed the Corporate Governance Officer responsible for corporate governance matters. Also, the Company allocated appropriate personnel to assist with corporate governance-related affairs. The Company will arrange courses before the required period by law.

B. The main responsibilities of the corporate governance unit are to handle matters relating to board meetings and shareholders meetings according to laws, produce minutes of board meetings and shareholders meetings, assist in onboarding and continuous development of directors, furnish information required for business execution by directors and assisting with legal compliance. In addition, review the qualifications of independent directors in nomination, election, and performance period if in compliance with the related regulations and report to the Board of Directors; and handling of matters relating to the change in directors.

C. The Implementation is as follows：

a. furnishing information required for business execution by directors and arranging refresher courses:

1. Providing the latest or amended law and regulations related to the Company’s business and corporate governance when the directors onboard and to update periodically.
2. Furnishing information required for business execution by directors and maintaining the communication between directors and chief officers of each division.
3. Assist in arranging meetings with chief internal auditor or CPA.
4. Assist in arranging refresher courses.
5. Assist in arranging factory on site visits.

b. Handling matters relating to board meetings and shareholders meetings procedures and resolutions in compliance with laws.

1. reporting to the Board of Directors, independent directors or audit committee on the company’s corporate governance operations and confirming whether the company’s shareholders’ meeting and board meeting are in compliance with relevant laws and corporate governance codes.
2. Assisting and reminding the directors which the laws and regulations that should be followed when executing business or making a resolution of the Board of Directors.
3. Reviewing the material information announcement of an important resolution from the Board of Directors meeting to ensure the content’s legality and correctness for protecting investors have reciprocal transaction information.

c. Schedule the date of the Board of Directors meetings in advance with the expected agenda. Reminds directors of the meeting agendas and restate the insider trading-related regulations one month before the meeting. The agenda items and comprehensive pre-meeting materials for Board of Directors meetings shall be sent together with the notice of the meeting to each director at least seven days in advance. The Company shall remind directors if a director is an interested party with respect to an agenda item, shall enter recusal. The proposals in the meeting will be explained by the in-charge person each proposal by each. And finishing the minutes of a Board of Directors meeting within 20 days after the meeting.

d. In accordance with related laws and regulation to handle the pre-registration of shareholders’ meeting, to prepare the shareholders meeting notice, the handbook of the annual meeting of shareholders, the minutes of the shareholders meeting, and to handle the change of registration when the articles of association is amended, or the directors are re-elected.