Audit & Remuneration committee

The Committee members elected at 14 May 2025

  • Cheng, Duen-Chian (Independent Director)
  • Chen, Hsi-Chia(Independent Director)
  • Chern, Kai-Yuan(Independent Director)
  • Yin, Chao(Independent Director)

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 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

The Committee members elected at 26 May 2022

Name Other positions in EMC and other companies
Shen, Bing  Director, OUC Corporation
Director, ECOVE
Cheng, Duen-Chian  Chairman, TGVest Capital Co., Ltd.
Chairman, TriKnight Capital Corporation
Vice Chairman, LuxNet Corp
Chen, Hsi-Chia 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.

Scope of duties

The Committee shall exercise the care of a good administrator to establish and periodically review the performance of the managerial officers of the Company, and policies, structure, performance evaluation systems and standards for their compensation.

 

Executive Status of Remuneration Committee

  • The number of committee members of the Company is three。
  • The tenure of current Remuneration Committee is from 10 June 2019 to 9 June 2022. The Remuneration Committee held two times in 2021, and the attendance status of members in most recent year is disclosed as follows:
Title Name Attendance in Person By Proxy Attendance
Rate
Remarks
Independent Director Rong Dong, Tsai 2 100% -
Independent Director Bing, Shen 2 0 100% -
Independent Director Duen-Chian, Cheng 2 0 100% -

Resolutions resolved by the Remuneration Committee in year 2021

Term Proposals Resolutions Measures the Company had
The 4th meeting of the 4rd term dated as 25 Feb 2021

1. To approve the planned remuneration of Directors and compensation of employees for year 2021.

2. To approve the distribution of remuneration of Directors and compensation of employees for year 2021.

 

Resolved. All members vote For both proposals. The resolution was submitted to the Board of Directors Meeting and obtain approval from the Board.
The 5st meeting of the 4th term dated as 27 Oct 2021

The 5st meeting of the 4th term dated as 27 Oct 2021 Discussion of the Year 2022 working plan for the remuneration committee.

Resolved. All members vote For the proposal. The resolution was submitted to the Board of Directors Meeting and obtain approval from the Board.