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Information Relating to Corporate Governance

Relevant Rules and Regulations Relating to Corporate Governance
Articles Of Association(Amended and Restated on 2020.06.23)
Rules of Procedure for Shareholders Meetings(Amended and Restated on 2022.06.29)
Board of Directors Charter(Amended and Restated on 2020.08.06)
Procedures for the Election of Directors(Amended and Restated on 2021.07.29)
Rules for Board of Directors and Functional Committees Performance Assessments (Amended and Restated on 2022.05.12)
Procedures for Handling Directors Requirements(Established on 2019.05.09)
Rules Governing the Responsibility of Independent Directors(Amended and Restated on 2020.08.06)
Code of Ethical Conduct(Amended and Restated on 2020.08.06)
Procedures for the Acquisition or Disposal of Assets(Amended and Restated on 2022.06.29)
Procedures for Making of Endorsements and Guarantees(Amended and Restated on 2019.06.28)
Procedures for Loaning of Funds(Amended and Restated on 2022.06.29)
Management of Internal Material Information(Amended and Restated on 2016.08.05)
Operational Procedures for Request for Suspending and Resuming Trading(Established on 2015.11.09)
Management of Related Party Transactions(Amended and Restated on 2016.08.05)

Special Task Force for Handling Corporate Governance, Sustainable Development, Corporate Integrity
Management and its Operation Status
Special Task Force for Handling Corporate Governance, Sustainable Development, Corporate Integrity Management and its Operation Status

List of Major Shareholders

Members of the Board
Members of the Board

Board of Directors Composition Diversity Policy and its Implementation
Board of Directors Composition Diversity Policy and its Implementation

Results of Questionnaire of Self-Evaluation of Performance
Results of Questionnaire of Self-Evaluation of Performance for 2021
Results of Questionnaire of Self-Evaluation of Performance for 2020

Communications among Independent Directors and the Company”s Chief Auditor and CPA
Communications among Independent Directors and the Company”s Chief Auditor and CPA

Welfare Measures for Employees, Retirement System and Implementation

1.Welfare measures for employees

Besides the general benefits such as group insurance and pension for employees, other welfare measures of the company have been stipulated in the employee handbook in accordance with the regulations of the local labor administration of Malaysia. The related welfare measures include annual and festival premiums, staff tourism, bonus, annual leave, marriage or bereavement leaves and related subsidies, etc.

It is also clearly stated in the Articles of Association: If the company makes a profit in the year, at least 1o/o of the profit should be allocated as employee bonus to be paid in stock or cash according to the resolution of the board of directors; also, the employees of the subordinate companies that meet certain conditions are also entitled to such distribution of profit. The distribution of remuneration of employees and directors shall be reported to the shareholders’ meeting. However, if the company still has accumulated losses, it shall reserve the compensation amount in advance, and then allocate the remuneration of employees and directors according to the proportion mentioned in the preceding paragraph.

In addition, Rules of Employee Share Ownership Trust have been adopted: in view of the operational status, the company additionally allocates a certain amount to purchase company”s shares, and allocate to employees according to their grades, seniority to enhance employee wellbeing and raise a stronger affinity amongst employees for the company, and the participants are Taiwanese employees who have been employed by the branches and subsidiaries in Taiwan for 6 months of service or more (excluding employees that are hired overseas to work at the local and contracted personnel).

2.Further education and training.

Employees are the most important assets of an enterprise, in order to enable employees to make good use of their strengths, be competent for their work, continuously achieve the tasks and objectives assigned by the organization and create the core value of the company, the company regularly organizes employees to participate in various internal and external employee education and training courses. The external training programs include technology research and development related courses, ISO training course and other courses; the internal training programs include quality control courses, management related courses and company product related courses.

3.Retirement system and implementation

The company”s employee retirement system conforms to the provisions of the local government where each subsidiary is located. Among them, Taiwan branch makes contribution to the labor insurance bureau at the rate of 6o/o of the monthly salary of each employee in accordance with the provisions of the labor pension regulations. The employee retirement system of Malaysia branch conforms to the regulations of Malaysian government, which covers all employees on formal appointments. In accordance with the provisions of system, each employee makes contribution and the company makes additional contribution to the labor retirement trust fund at the respective rate of 11o/o and 12o/o-13o/o of the monthly salary of each employee.

Information Security Management

In order to implement information security management, and in accordance with Article 8 and Article 9 of the Handling Guidelines for Establishing Internal Control Systems of Public Issuing Companies, the management of personal data protection and the related control operations of computerized information systems should be stipulated. Internal control system and relevant operating specifications for other management environments (including data communication security inspection and computer processing personal data protection control operations), and implement data communication security work accordingly, strictly manage data utilization and security maintenance, build firewalls and set up User permissions to reduce company information security risks.

In accordance with the requirements of Article 13 of the Handling Standards, the company lists the safety inspection of ZITONG as the audit item of the annual audit plan. The internal auditors will report the deficiencies and abnormal matters of the internal control system found in the inspection on a quarterly basis after the report is submitted. Track the improvement measures of relevant units, and make an audit report, report to the chairman and submit it to the independent directors for review. If internal auditors discover major violations or the company is likely to suffer major damage, they should immediately make a report and notify the independent directors. In the most recent year and as of the date of publication of the annual report, there was no material adverse event in the information security management of the Company.

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