Audit & Remuneration committee

Audit Committee

The Company’s Audit Committee is composed of four independent directors. The Audit Committee is intended to assist the Board of Directors in overseeing the quality and integrity of the Company’s accounting, auditing, financial reporting processes, and financial controls.

The members’ professional qualifications and experience are as follows:

Member	Professional Qualifications and Experience
Cheng, Duen-Chian (Convener)	Mr. Cheng, Duen-Chian has served as Chairman of Hong Ding Capital Co., Ltd. since January 2016 and as Chairman of Shih Ding Venture Capital Co., Ltd. since October 2016. He also serves as an independent director of Edom Technology Co., Ltd. and Asia Polymer Corporation, as well as a director of Fu Sheng Applied Materials Co., Ltd.
Chen, Hsi-Chia	Ms. Chen, Hsi-Chia is a licensed attorney and is currently the Managing Partner of Jones & Co. International Attorneys-at-Law. Since April 2021, she has served as a member of the Standing Committee of the ICC International Centre for ADR. Since December 2021, she has been an independent director of Asia New Energy (Cayman) Co., Ltd. She has also served as Chair of the Chartered Institute of Arbitrators Taiwan Branch since October 2019, and was an adjunct professor at National Yang Ming Chiao Tung University from February to July 2021.
Chern, Kai-Yuan	Mr. Chern, Kai-Yuan previously served as Deputy Director-General of the Insurance Bureau and Deputy Director-General of the Examination Bureau of the Financial Supervisory Commission (FSC) of the Republic of China, as well as Chief Secretary and Senior Advisor of the FSC. He has extensive experience in the fields of fiscal policy and financial supervision, with expertise in contract law, commercial law, company law, securities and exchange law, corporate governance, risk management, and financial analysis.
Yin, Chao	Mr. Yin, Chao holds a Bachelor of Laws from National Taiwan University and a Master of Laws from New York University. He previously served as a Senior Attorney at Lee and Li Attorneys-at-Law and is currently Managing Director and General Counsel at Standard Chartered Bank (Taiwan).

The powers of the Committee are as follows

The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
Assessment of the effectiveness of the internal control system.
The adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures for handling financial or business
activities of a material nature, such as acquisition or disposal of assets, derivatives trading, capital lending to others, an endorsements or
guarantees for others.
Matters in which a Director is an interested party.
Asset transactions or derivatives trading of a material nature.
Capital lending to others, endorsements, or provision of guarantees of a material nature.
The offering, issuance, or private placement of equity-type securities.
The hiring or dismissal of a certified public accountant, or their compensation.
The appointment or discharge of a financial, accounting, or internal chief audit officer.
Annual and semi-annual financial reports.
Other material matters as may be required by the Company or by the competent authority.

Total five meetings were convened by the Audit Committee in 2024. Attendance of each Independent Director is as follows

Title	Name	Attendance in Person	By Proxy	Attendance Rate	Remarks
Independent Director	Bing, Sheng	4	1	80%	-
Independent Director	Duen-Chian, Cheng	4	1	80%	-
Independent Director	Chen, Hsi-Chia	5	0	100%	-
Independent Director	Cheng, Shou-Zhen	3	0	100%	2024.05.29 elected

Resolutions resolved by the Audit Committee in year 2024

Term	Proposals	Resolutions
The 11th meeting of the 3th term 2024.02.29	1.Accepted the acquired of use of asset rights and capital expenditure plan of the Guanyin business division. 2.Approved the establishment of the base date for the company's fifth domestic unsecured conversion of corporate bonds into ordinary shares and the issuance of new shares. 3.Approved to issue the "Internal Control System Statement" that the design and implementation of the company's 112-year internal control system are valid. 4.Approved the capital expenditure plan of the EMC subsidiary (Penang). 5.Approved the re-appointment of the company's head of finance and accounting departments. 6.Approved the Year 2023 business report and financial statements. 7.Approved the proposal of distribution of Year 2023 profits.	The Audit Committee members expressed no objections or reservations regarding the proposals listed on the left, and all proposals were unanimously approved by all committee members.
The 12th meeting of the 3th term 2024.04.30	1.Approved the set of the base date for the company's fifth domestic unsecured conversion of corporate bonds into common shares and the issuance of new shares. 2.Approved the case of increasing or decreasing the amount of the company’s endorsement guarantee. 3.Approved the appointment of the company's certified accountant and assessment of independence and competency. 4.Approved the 1Q24 business report and financial statements. 5.Approved the capital expenditure budget of KY division. 6.Approved the capital increase of subsidiary, EMC Kunshan. 7.Approved the capital expenditure budget of the company’s subsidiary, EMC Penang. 8.Approved the capital expenditure budget of the company subsidiary, EMC Zhongshan.
The 13th meeting of the 3th term 2024.07.31	1.Approved the establishment of the base date for the company's fifth domestic unsecured conversion of corporate bonds into ordinary shares and the issuance of new shares. 2.Approved increasing the amount of the company’s endorsement guarantee. 3.Approved the reorganization case of subsidiary "Elite Electronic Materials (Kunshan) Co., Ltd." 4.Approved the company's consolidated financial report for the second quarter of 2024 5.Approved the issuance of sixth domestic unsecured convertible corporate bond case. 6.Approved the issuance of seventh domestic unsecured convertible corporate bond case.
The 14th meeting of the 3th term 2024.10.30	1.Approved the set of the base date for the company's fifth domestic unsecured conversion of corporate bonds into common shares and the issuance of new shares. 2.Approved the case of increasing the amount of the company’s endorsement guarantee. 3. Approved the amendment of the company's "Management Procedures for Related Party Transactions" and formulating the company's "Risk Management Policies and Procedures", "Sustainable Report Preparation and Assurance Operational Procedures", and "Sustainable Information Management" internal control and internal audit systems case. 4. Approved the company's consolidated financial report for the third quarter of 2024. 5. Approved the case of company's capital loan. 6.Approved the capital expenditure budget of the company Taoyuan manufacturing site.
The 15th meeting of the 3th term 2024.12.23	1.Approved the recognition of the company's Guanyin business unit’s major property scrapping case. 2.Approved the case of increasing the amount of the company’s endorsement guarantee. 3.Approved the company’s year 2024 accountant’s public expense review. 4.Approved the case of formulating the general principles of the company's pre-approved non-confidential service policy.

Remuneration Committee

Members

Name

Curriculum Vitae

Other positions in EMC and other companies

Chen, Hsi-Chia

Ph.D. in Law, National Taiwan University
Ph.D. in Law, Peking University
Partner, Chief Representative of Beijing Office, Joint Head of Office-China & Member of Asia Pacific Operating Committed (APOC), Pinsent Masons LLP
Trainee , King & Wood Mallesons (previously known as King & Wood)
Associate &Partner, Formosan Brothers, Attorneys-at-Law

Managing Partner, Chen & Chang, Attorneys-at-Law.
Member, Standing Committee of ICC International Centre for ADR Convenor, Taiwan Chapter of the Chartered Institute of Arbitrators (CIArb) East Asia Branch.
Independent Director, Asia Renewable Energy (Cayman) Ltd.

Chern Kai-Yuan

Chief Secretary, Financial Supervisory Commission, F.S.C

Deputy Director General, Financial Examination Bureau, F.S.C

Adjunct Associate Professor, National Chengchi University

Vice President, Taiwan Insurance Law Association.

Yin Chao

Senior Associate, Lee & Li, Attorneys-at-law

Head, Legal, Standard Chartered Bank (Taiwan) Limited

Duties

Responsible for reviewing proposals related to the performance evaluation system for managerial officers, evaluation results, and compensation-related systems. Based on meeting resolutions, the committee formulates recommendations for submission to the Board of Directors for approval。
Establishes and periodically reviews the policies, systems, standards, and structure for the performance evaluation and compensation of the Company’s directors and managerial officers.
Periodically evaluates the compensation of the Company’s directors and managerial officers.

Committee Members’ Attendance

The Company’s Compensation Committee consists of 3 members, all of whom are Independent Directors.
Term of current members: July 30, 2025 to May 13, 2028
Attendance: In 2025, the Compensation Committee convened 2 meetings (A), with an average attendance rate of 100%. The attendance of each member is as follows:

Position	Name	Actual Attendance (B)	Actual Attendance Rate (%) (B/A)	Remarks
Convener	Chen, Hsi-Chia	2	100%	-
Member	Chern Kai-Yuan	1	100%	Newly appointed on May 14, 2025
Member	Yin Chao	1	100%	Newly appointed on May 14, 2025

Resolutions of the Compensation Committee:

Compensation Committee

Proposal

Resolution Result

Company’s Handling of the Compensation Committee’s Opinions

The 7th Meeting of the 5th Term
February 25, 2025

1.Proposal regarding the various compensation items for the Company’s directors and managerial officers to be implemented in 2025.

2.Review of the Company’s 2024 employee remuneration and director remuneration distribution proposal.

3.Discussion on amendments to the Articles of Incorporation in response to Article 14, Paragraph 6 of the Securities and Exchange Act.

4.Proposal regarding the definition of grassroots employees.

Approved by all members of the Committee.

Submitted to the Board of Directors and approved by all directors present.

The 1st Meeting of the 6th Term
October 30, 2025

1.Proposal to establish the 2026 work plan of the Company’s Compensation Committee.

2.Proposed allocation of directors’ remuneration for fiscal year 2025.

Approved by all members of the Committee.

Submitted to the Board of Directors and approved by all directors present.

Corporate Sustainable Development Committee

EMC is committed to fulfilling corporate social responsibility and carrying out the concept of sustainable management. To achieve these goals, the Board of Directors approved the CSR Code of Conduct. Additionally, in October 2024, the Board passed a resolution elevating the Corporate Sustainable Development Committee to a functional committee directly under its purview and formulated the Corporate Sustainable Development Committee Charter to regulate the committee’s purpose, composition, authority, and other related affairs. The Corporate Sustainable Development Committee is chaired by the Chairman and oversees four working groups, which are the Corporate Governance/Economic Group, the Supply Chain/Green Product Group, the Employee Care/Social Participation Group, and the Sustainable Environment Group. The groups are formed by heads of relevant units and departments or their representatives, and they are responsible for conducting the data collection, planning, assessment, and implementation for relevant issues. The Report’s information was collected by various departments and submitted to the Corporate Sustainable Development Committee after being reviewed and approved by department heads. The Committee compiled and edited the information, then conducted internal audits to confirm report content. The completed Report was released after being reviewed and approved by the Board of Directors.

ESG_ORG_20250119

The Committee’s major role is to guide the implementation directions of the following tasks based on the principles of corporate sustainable development:

1. Implementing corporate governance

2. Developing a sustainable environment

3. Maintaining public benefits

4. Strengthening the disclosure of corporate sustainable development information

5. Controlling and managing the Company’s existing or potential risks

The Committee consists of at least three members, who must be approved and appointed by the Board of directors, and more than half of the members should be independent directors. At least one member should specialize in corporate sustainable development, and one member must be elected from among the members to serve as the committee convenor and meeting chair. The information of the founding members is listed in the table below. For details of the members’ professional competencies, please refer to the section titled “Board Diversity Policy and Implementation Status”.

The first session of the first committee meeting was held on December 23, 2024 (Monday). The attendance rate was 100%. The meeting content included discussion of EMC’s strategic corporate sustainability goals and short-, medium-, and longterm plans, as well as a report on the energy saving and carbon reduction projects implemented in 2024. The information was then reported at the first session of the first board meeting in December 2024.

2024 The first session of the first committee of Corporate Sustainable Development Committee

Date

Meeting Topics

Dec. 23, 2024

• Report on the Company’s sustainable development plan for 2025.

• Report on the Company’s energy saving and carbon reduction projects in 2024.

List of Corporate Sustainable Development Committee Members and Members’ Attendance

Title	Name	Curriculum vitae	Attendance Rate in 2024 (including proxy attendance)
Chairman (Committee Chair)	Ding-Yu Dong	Ph.D. in Engineering, Stanford University, USA Assistant Professor, San Jose State University, USA	100%
Independent Director	Dui-Chien Cheng	MBA, Columbia University, Director, uPI Semiconductor Corp. Director, Appier Holdings Inc. Independent Director, Ta Ya Electric Wire & Cable Co., Ltd. Director, LuxNet Corp Chairman, Clientron Corp. President, UMC Capital Corporation Executive Director, Morgan Stanley Asia Ltd. Executive Director, Goldman Sachs Asia LLC	100%
Independent Director	Hsi-Chia Chen	Ph.D. in Law, National Taiwan University Ph.D. in Law, Peking University Member, Standing Committee of the ICC International Centre for ADR (International Chamber of Commerce) Chairperson, Taiwan Branch of the Chartered Institute of Arbitrators (CIArb) Partner, Joint Head of China Offices, and Member of Asia Pacific Operations Committee at Pinsent Masons LLP Independent Director, Asia New Energy (Cayman) Co., Ltd. Managing	100%