COMMITTEE
COMMITTEE
Committee
The Committee assesses and provides recommendations on the company policies from a professional and objective point of view.
Remuneration Committee
Reviewing the compensation policies regularly
The primary purpose of establishing the Remuneration Committee is to assist the Board of Directors in evaluating and making recommendations on the operation of the Company's overall remuneration policy. Its main duty is to evaluate the remuneration policies and systems for the Company's directors and managers from a professional and objective standpoint. The Committee meets at least twice a year, with additional meetings convened as necessary, to submit recommendations to the Board of Directors for decision-making reference.
Authority of the Remuneration Committee:
(1) Periodically review the Remuneration Committee Charter and matters related to remuneration regulations, and provide recommendations for amendments to the Board of Directors.
(2) Establish and periodically review the policies, systems, standards, and structures regarding the performance and remuneration of the Company's directors and managers.
(3) Periodically evaluate the achievement of performance goals by the Company's directors and managers, and determine the content and amount of their individual remuneration.
Professional Qualifications and Experience of Remuneration Committee Members
| Position | Name | Professional Qualifications | Key Experience |
|---|---|---|---|
| Independent Director |
Hung Pi-Lien | Master of Accounting, National Chengchi University Certified Public Accountant (CPA) of the ROC Work experience in commerce, legal affairs, finance, accounting, or company operations |
Intermediate Specialist, Taipei Exchange Supervisor, LIWANLI Innovation Co., Ltd. |
| Independent Director |
Chang Yu-Te | Bachelor of Economics, Simon Fraser University Work experience in commerce, legal affairs, finance, accounting, or company operations |
Business Manager, KGI Securities Co., Ltd. |
| Independent Director |
Hsieh Yi-Chun | Master of Marketing, Golden Gate University Work experience in commerce, legal affairs, finance, accounting, or company operations |
Chief Operating Officer, Yolega Games Taiwan Branch (Hong Kong) |
Attendance of Remuneration Committee Members
The Company's Remuneration Committee consists of three members, composed entirely of independent directors. The Company held a comprehensive re-election of directors on June 5, 2025, and the Board resolved to appoint the members of the 7th Remuneration Committee on July 11, 2025. In 2025, the Remuneration Committee met 4 times. The attendance of independent directors is as follows:
Seventh Term
| Independent Director | Expected Attendance | Actual Attendance | Absences or Delegated Attendance |
|---|---|---|---|
| Hung Pi-Lien | 4 | 4 | 0 |
| Chang Yu-Te | 4 | 4 | 0 |
| Hsieh Yi-Chun | 4 | 4 | 0 |
Remuneration Committee Meetings
| Date | Agenda | Resolutions |
|---|---|---|
| 2025.01.15 |
|
Approved at the Board of Directors Meeting on January 15, 2025. |
| 2025.03.14 | • Proposal regarding bonuses for senior executives. • Amendment to the "Employee Compensation Distribution Regulations." • Amendment to the "Remuneration Policy for Directors, Independent Directors, Remuneration/Audit Committee Members, and Managers." |
Approved at the Board of Directors Meeting on March 14, 2025. |
| 2025.03.28 | • Proposal for the distribution of 2024 employee compensation and director remuneration. | Approved at the Board of Directors Meeting on March 28, 2025. |
| 2025.08.14 | • Proposed distribution of 2024 director remuneration. • Proposed distribution of portion of 2024 employee compensation to managers. |
Approved at the Board of Directors Meeting on August 14, 2025. |
Audit Committee
In line with the principles of corporate governance, the Company established the Audit Committee on June 22, 2017, to replace the duties of supervisors. The Audit Committee operates according to the "Charter of Audit Committee" of the Company. The Audit Committee consists of three members, all of whom are independent directors appointed by the Board of Directors and at least one of whom possesses expertise in accounting or finance. The Audit Committee convenes meetings at least quarterly and may convene meetings as necessary.
The responsibilities of the Audit Committee are as follows:
1. To establish or amend internal control systems in accordance with Article 14-1 of the Securities and Exchange Act.
2. Assessment of the effectiveness of internal control systems.
3. To establish or amend procedures for significant financial transactions, such as acquisition or disposal of assets, engaging in derivatives trading, extension of monetary loans to others, endorsements or guarantees for others, in accordance with Article 36-1 of the Securities and Exchange Act.
4. Matters involving conflicts of interest of directors themselves.
5. Significant asset or derivative transactions.
6. Significant monetary loans, endorsements, or guarantees.
7. Fundraising, issuance, or private placement of equity securities.
8. Appointment, dismissal, or compensation of CPAs.
9. Appointment or dismissal of financial, accounting, or internal audit executives.
10. Annual financial reports signed or stamped by the Chairman of the Board, executives, and accounting executives, as well as second-quarter financial reports requiring certification by accountants.
11. Other significant matters as stipulated by the Company or competent authorities.
The responsibilities of the Audit Committee are as follows:
1. To establish or amend internal control systems in accordance with Article 14-1 of the Securities and Exchange Act.
2. Assessment of the effectiveness of internal control systems.
3. To establish or amend procedures for significant financial transactions, such as acquisition or disposal of assets, engaging in derivatives trading, extension of monetary loans to others, endorsements or guarantees for others, in accordance with Article 36-1 of the Securities and Exchange Act.
4. Matters involving conflicts of interest of directors themselves.
5. Significant asset or derivative transactions.
6. Significant monetary loans, endorsements, or guarantees.
7. Fundraising, issuance, or private placement of equity securities.
8. Appointment, dismissal, or compensation of CPAs.
9. Appointment or dismissal of financial, accounting, or internal audit executives.
10. Annual financial reports signed or stamped by the Chairman of the Board, executives, and accounting executives, as well as second-quarter financial reports requiring certification by accountants.
11. Other significant matters as stipulated by the Company or competent authorities.
The Company underwent a comprehensive directorial election on June 5, 2025. In the fiscal year 2025, the Audit Committee convened 15 meetings, and the attendance of independent directors is as follows:
Fourth Term
| Independent Director | Expected Attendance | Actual Attendance | Absences or Delegated Attendance |
|---|---|---|---|
| Hung Pi-Lien | 8 | 8 | 0 |
| Chang Yu-Te | 8 | 8 | 0 |
| Hsieh Yi-Chun | 8 | 8 | 0 |
In the fiscal year 2025, the operation of our Audit Committee is as follows:
| Audit Committee | Agenda | Matters Listed in Article 14-5 of the Securities and Exchange Act | Resolution made by the Audit Committee | Opinion from the Independent Directors | Resolution made by the Board of Directors |
|---|---|---|---|---|---|
| First Meeting of 2025 (2025.01.15) |
Proposal to increase capital for subsidiary Zhuyuanwu Catering Co., Ltd. | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass |
| Second Meeting of 2025 (2025.02.19) |
Proposal to participate in subsidiary Anrui Technology Co., Ltd. private placement for cash capital increase and issuance of common shares | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass |
| Third Meeting of 2025 (2025.03.14) |
Amendment of certain provisions of the "Articles of Incorporation" | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass |
| Proposal to recall and cancel issued restricted employee shares | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass | |
| Proposal to add provisions to the Company's internal control and internal audit systems | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass | |
| Fourth Meeting of 2025 (2025.03.28) |
List of non-assurance services to be provided by Ernst & Young and its affiliates in 2025 | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass |
| Financial report for the year 2024 | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass | |
| Assessment of the independence of CPAs | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass | |
| Effectiveness of internal control systems and Statement on Internal Control Systems for the year 2024 | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass | |
| Proposal to execute a supplementary agreement for the disposition of Xuan-Yuan Sword intellectual property rights (global) | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass | |
| Fifth Meeting of 2025 (2025.04.16) |
Proposal to appoint the Company's CPAs | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass |
| Proposal to provide endorsement/guarantee for subsidiary Yuquan Zhilian Co., Ltd. | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass | |
| Proposal to discontinue the private placement of common shares approved at the 2024 Annual General Meeting | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass | |
| Distribution of earnings for the year 2024 | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass | |
| Sixth Meeting of 2025 (2025.04.28) |
Proposal to participate in UNIPLUS ELECTRONICS Co., Ltd. private placement for cash capital increase and issuance of common shares | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass |
| Proposal to increase capital for subsidiary Yuquan Zhilian Co., Ltd. | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass | |
| Proposal to extend a loan to subsidiary Yuquan Zhilian Co., Ltd. | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass | |
| Seventh Meeting of 2025 (2025.05.14) |
Report on the Q1 consolidated financial statements for the year 2025 | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass |
| Proposal to provide endorsement/guarantee for subsidiary Yuquan Zhilian Co., Ltd. | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass | |
| Eighth Meeting of 2025 (2025.07.18) |
Proposal to participate in Taiwan Mask Corporation private placement for cash capital increase and issuance of common shares | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass |
| Proposal to increase capital for subsidiary Guangyangyao Investment Co., Ltd. | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass | |
| Ninth Meeting of 2025 (2025.07.29) |
Proposal to restructure the Group's investment architecture by transferring subsidiary Anrui Technology Co., Ltd. from Zhiwei Technology Co., Ltd. to UNIPLUS ELECTRONICS Co., Ltd. | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass |
| Proposal to approve a loan to Guangyangyao Investment Co., Ltd. | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass | |
| Tenth Meeting of 2025 (2025.08.14) |
Report on the Q2 consolidated financial statements for the year 2025 | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass |
| Proposal to recall and cancel issued restricted employee shares | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass | |
| Amendment of the Company's "Internal Control Systems" and "Internal Audit Systems" | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass | |
| Eleventh Meeting of 2025 (2025.09.22) |
Proposal to provide endorsement/guarantee for subsidiary Guangyangyao Investment Co., Ltd. | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass |
| Twelfth Meeting of 2025 (2025.10.04) |
Amendment of certain provisions of the "Articles of Incorporation" | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass |
| Report on the Company's endorsement/guarantee status | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass | |
| Amendment of certain provisions of the Company's "Endorsement/Guarantee Operating Procedures" | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass | |
| Proposal to amend the issuance method for Class A preferred shares held by the Company in Guangyangyao Investment Co., Ltd. | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass | |
| Thirteenth Meeting of 2025 (2025.11.14) |
Report on the Q3 consolidated financial statements for the year 2025 | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass |
| Recognition of assets acquisition or disposal | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass | |
| Audit plan for the year 2026 | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass | |
| Fourteenth Meeting of 2025 (2025.12.10) |
Proposal to approve a loan to a subsidiary | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass |
| Fifteenth Meeting of 2025 (2025.12.16) |
Proposal to buy back a portion of the Company's shares | ✔ | All attending committee members agreed to pass the agenda | N/A | All attending directors agreed to pass |
The Company's functional committees conducted external evaluations in 2025.
Please refer to the Board of Directors - External Assessment section for details.
The external board performance evaluation report for the year 2025 was presented to the Board of Directors on March 16, 2026.