桓達科技股份有限公司

Functional Committee

Remuneration Committee

In order to enhance corporate governance and improve the remuneration system for directors and managers of the Company, the Remuneration Committee of the Company is hereby established. The functions and authorities of this Committee include:

Formulate and regularly review annual and long-term performance goals and remuneration policies, systems, standards and structures of directors and managers.
Regularly evaluate the achievement of the performance goals of the directors and managers of the Company, and determine individual remunerations.

The Remuneration Committee consists of three members. The term of office of the current members is from June 10, 2022 to June 9, 2025.

Title	Name	Education	Experience
Convener	CHIEN CHUN-CHU	University of Califormia, Los Angeles,MBA	Co-founder, K PLUS CAPITAL INC. CFO, Composite Alliance Group Inc. Director of Finance, Hongkang Technology Co., Ltd. Associate Manager of Deloitte Touche Tohmatsu Limited Manager of Guanghua Investment Fund
Member	WU, CHIN-KUANG	Ph. D. in Economics, Institute of Economics of Russian Academy of Science	Associate Professor, Department of Finance and International Business, Fu Jen Catholic University On-the-job head teacher of Master of Science and Technology Management at Fu Jen Catholic University Deputy Bursar and Director of Dormitory Service Center, Fu Jen Catholic University Independent Director of Guangding Electronics Co., Ltd. Special Correspondent of the British National Broadcasting Corporation Chinese Department in Russia
Member	WU, HSI-HE	Institute of Mechanical Engineering Technology, National Taiwan University of Science and Technology	Part-time lecturer at the Department of Mechanical Engineering, Nankai University of Science and Technology Full-time lecturer in the Department of Mechanical Engineering, Nankai University of Science and Technology Director of the Extension Education Center of Nankai University of Science and Technology Deputy Director of General Affairs Office of Nankai University of Science and Technology

The resolutions reached by the meetings of the Company’s Remuneration Committee in FY2023 are as follows

Meeting date/session	Attendance rate	Proposal	Comment	Handling
2023/03/03 Third Meeting of the Fourth Session	100%	Reviewed the proposal of the employees' compensation and directors remuneration of FY2022	All members passed the proposal without any objection	All directors present passed the proposal
2023/08/02 Fourth Meeting of the Fourth Session	100%	Reviewed the proposal of distribution of the managers compensation and directors remuneration of FY2022	All members passed the proposal without any objection	All directors present passed the proposal
2023/12/06 Fifth Meeting of the Fourth Session	100%	Reviewed the proposal of principles for distribution of year-end bonus, and the amount distributed to managers of FY2023	All members passed the proposal without any objection	All directors present passed the proposal

Audit Committee

In order to improve the supervisory responsibilities of and enhance the management mechanism of the Board of Directors, the Company established the Audit Committee on June 10, 2019, which is composed of independent directors. The authorities of the Committee include

Formulate or amend the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
Evaluate the effectiveness of the internal control system.
Formulate or amend in accordance with the provisions of Article 36-1 of the Securities and Exchange Act the procedures for the acquisition or disposal of assets, derivative commodity transactions, loans to others, and endorsements or guarantees for other third parties.
Handle matters involving any director's own interests.
Transactions of substantial assets or derivative commodities.
Substantial loans, endorsements or guarantees.
Fundraise, issue, or private placement of securities with an equity nature.
Appointment, dismissal or determination of remuneration of certified public accountants.
Appointment and dismissal of heads of financial, accounting or internal audit.
Preparation of annual and semi-annual financial reports.
Handle other major matters specified by the Company or the competent authority.

The Audit Committee consists of three members. The term of office of the current members is from June 10, 2022 to June 9, 2025.

Title	Name	Education	Experience
Convener	CHIEN CHUN-CHU	University of Califormia, Los Angeles,MBA	Co-founder, K PLUS CAPITAL INC. CFO, Composite Alliance Group Inc. Director of Finance, Hongkang Technology Co., Ltd. Associate Manager of Deloitte Touche Tohmatsu Limited Manager of Guanghua Investment Fund
Member	WU, CHIN-KUANG	Ph. D. in Economics, Institute of Economics of Russian Academy of Sciences	Associate Professor, Department of Finance and International Business, Fu Jen Catholic University On-the-job head teacher of Master of Science and Technology Management at Fu Jen Catholic University Deputy Bursar and Director of Dormitory Service Center, Fu Jen Catholic University Independent Director of Guangding Electronics Co., Ltd. Special Correspondent of the British National Broadcasting Corporation Chinese Department in Russia
Member	WU, HSI-HE	Institute of Mechanical Engineering Technology, National Taiwan University of Science and Technology	Part-time lecturer at the Department of Mechanical Engineering, Nankai University of Science and Technology Full-time lecturer in the Department of Mechanical Engineering, Nankai University of Science and Technology Director of the Extension Education Center of Nankai University of Science and Technology Deputy Director of General Affairs Office of Nankai University of Science and Technology

The key operations of the Audit Committee in 2023 are as follows：

Meeting date/session	Attendance rate	Motion content	Resolution result	The company's handling of the audit committee's opinions
2023/03/17 The fourth time of the second session	100%	The company’s 2023 business report and financial statements The Company’s 2023 Profit Distribution Proposal Profit conversion and capital increase and issuance of new shares Assessment of the effectiveness of the company's internal control system in 2023 and the "Internal Control System Statement" case 2023 Annual Certified Accountant Provides Non-Audit Service Planning Cases in which the company regularly evaluates the independence of its accountants The company plans to donate to the "Yilan Wusa Cultural Foundation" 8. Amendment to the information circulation plan of the internal control system	The resolution was passed without objection by all members present.	Proposals to the board of directors must be approved by all directors present.
2023/05/12 The fifth time of the second session	100%	The company’s consolidated financial statements for the first quarter of 2023 Amend some provisions of the company’s “Procedures for Acquiring or Disposing of Assets”	The resolution was passed without objection by all members present.	Proposals to the board of directors must be approved by all directors present.
2023/08/11 The sixth session of the second session	100%	The company’s consolidated financial statements for the second quarter of 2023 Establishment of investment company case	The resolution was passed without objection by all members present.	Proposals to the board of directors must be approved by all directors present.
2023/11/10 The seventh time of the second session	100%	The company’s consolidated financial statements for the third quarter of 2023 Revision of some provisions of the company’s “Transaction Procedures for Related Parties, Specific Companies and Group Enterprises”	The resolution was passed without objection by all members present.	Proposals to the board of directors must be approved by all directors present.
2023/12/18 The eighth time of the second session	100%	Formulate the company’s year operating plan of 2024 Formulate the company’s audit plan of 2024	The resolution was passed without objection by all members present.	Proposals to the board of directors must be approved by all directors present.

Communication status between independent directors, internal audit supervisor and accountants

(I) Communication situation between independent directors and internal audit manager

The independent directors and the internal audit manager will contact each other through email, phone calls or meetings at any time as necessary. The audit office will deliver the audit report or tracking report for the previous month to each independent director for review every month. The independent directors will consider the necessity of the report. Give a response or comment. The internal audit manager shall communicate with the independent directors at least once a year.
The head of internal audit shall report to the Audit Committee on a regular basis (at least once per quarter): internal audit business report, annual internal audit plan, and implementation status of effectiveness assessment of the internal control system.
The communication situation between independent directors and internal audit manager in 2023 is as follows:

Date	Format	Points of Communication	Communication Focus	Communication Result
2023/03/17	The Audit Committee	Three independent directors The head of internal audit	Internal audit business report from December 2022 to February 2023 Discuss the 2022 internal control system effectiveness assessment and internal control system statement Revise the information circulation plan of the internal control system	Independent directors have no opinions or suggestions
2023/05/12	The Audit Committee	Three independent directors The head of internal audit	Internal audit business report from March to April 2023	Independent directors have no opinions or suggestions
2023/08/11	The Audit Committee	Three independent directors The head of internal audit	Internal audit business report from May to July 2023	Independent directors have no opinions or suggestions
2023/11/10	The Audit Committee	Three independent directors The head of internal audit	Internal audit business report from August to October 2023	Independent directors have no opinions or suggestions
2023/12/18	The Audit Committee	Three independent directors The head of internal audit	Audit Plan of 2024	Independent directors have no opinions or suggestions

(II) Communication between independent directors and accountants

The company’s independent directors and certified accountants can communicate with each other at any time by email, phone call or meeting as needed, and the communication is good.
In principle, independent directors and accountants will meet to discuss proposals related to the company's financial business at least once a quarter.
The communication situation in 2023 is as follows:

Date	Format	Points of Communication	Suggestions of the Independent Directors
2023/03/17	Three independent directors CPA	Explanation of important inspection scope of financial statements of FY2022 Explanation of key inspection items of financial statements of FY2022	No suggestions from the independent directors
2023/08/11	Three independent directors CPA	Explanation of consolidated financial statements for Q2 of FY2023	No suggestions from the independent directors
2023/11/10	Three independent directors CPA	Explanation of consolidated financial statements for Q3 of FY2023	No suggestions from the independent directors
2023/12/18	Three independent directors CPA	Explanation of the communication matters with governance units of FY2023 Preliminary key inspection items for the annual financial statements of FY2023	No suggestions from the independent directors

Sustainable Development Committee

In order to practice corporate social responsibility and promote economic, environmental and social progress to achieve the goal of sustainable development, the company established a Sustainable Development Committee in December 2022. The committee's powers include:

Formulate sustainable development directions and goals, and formulate relevant management policies and specific promotion plans.
Promote and implement work related to the company's sustainable development direction and goals.
Track, review and revise the implementation and effectiveness of the company's sustainable development.
Other matters handled by this committee upon resolution of the board of directors.

The company's sustainable development committee has five members, including 2 directors and 3 independent directors. The term of the current committee members is from June 10, 2022 to June 9, 2025.

Title	Name	Education	Experience
Convener	Director-WU TING-KUO	M.S., MS Program in Technology Management, College of Management, Fu Jen Catholic University	General Manager, FINETEK CO., LTD. Chairman, Shanghai Fanyi Technology Co., Ltd. Supervisor of Yongyi Investment Co., Ltd.
Member	Director-WU KUEI-YUNG	University of La Verne - Supply Chain Management	Senior Manager, Marketing Department, FINETEK CO., LTD.
Member	Independent director-CHIEN CHUN-CHU	IUniversity of California, Los Angeles, MBA	Co-founder, K PLUS CAPITAL INC. CFO, Composite Alliance Group Inc. Director of Finance, Hongkang Technology Co., Ltd. Associate Manager of Deloitte Touche Tohmatsu Limited Manager of Guanghua Investment Fund
Member	Independent director-WU, CHIN-KUANG	Ph. D. in Economics, Institute of Economics of Russian Academy of Science	Associate Professor, Department of Finance and International Business, Fu Jen Catholic University On-the-job head teacher of Master of Science and Technology Management at Fu Jen Catholic University Deputy Bursar and Director of Dormitory Service Center, Fu Jen Catholic University Independent Director of Guangding Electronics Co., Ltd. Special Correspondent of the British National Broadcasting Corporation Chinese Department in Russia
Member	Independent director-WU, HSI-HE	Institute of Mechanical Engineering Technology, National Taiwan University of Science and Technology	Part-time lecturer at the Department of Mechanical Engineering, Nankai University of Science and Technology Full-time lecturer in the Department of Mechanical Engineering, Nankai University of Science and Technology Director of the Extension Education Center of Nankai University of Science and Technology Deputy Director of General Affairs Office of Nankai University of Science and Technology
Director	GAO LUN-MAO	Master of Business Administration, University of South Australia	Chairman of Shiwei Health Technology Co., Ltd. Sales Director, Jianqiao Xinyuan Pharmaceutical and Biotechnology Co., Ltd.
Director	WU KUEI-YUNG	University of La Verne - Supply Chain Management	Senior Manager, Marketing Department, FINETEK CO., LTD.

The key operations of the Sustainable Development Committee in 2023 are as follows：

Meeting date/secession	Attendance rate	Meeting content	All member opinions
2023/08/11 The first time of the first secession	100%	Report on the implementation results of the sustainability goals in 2022 Discuss the issuance of the sustainability report of Finetek Co., Ltd. in 2022	After the chairman consulted all members present, the proposal was adopted without objection.
2023/12/18 The second time of the first secession	100%	Report on the company’s major sustainability issues in 2023 and corporate risks in 2024	After the chairman consulted all members present, the proposal was adopted without objection.

Evaluation to Performance of the Functional Committee

2021 Functional committee performance evaluation

2022 Functional committee performance evaluation

2023 Functional committee performance evaluation