INVESTOR

1.

Independent directors maintain proper two-way communication with CPA, and the communication matters include:
Communication plan, role and responsibility of the accountant in charge, audit plan, independence of CPA, and other matters. All information helpful to the audit operation, and particularly, any fraud previously occurred, suspected or heard, or any matters nonconforming to the regulatory requirements and abnormal operation or unusual transactions. For such matters, the CPA or Assistant Manager in charge shall be informed timely, or further interviews shall be arranged.

2.

The internal audit officer and independent directors convene meeting at least once quarterly and to submit report on the internal audit execution status and internal control operation status of the Company. In case of material abnormal events, meeting may be convened at any time.

A.

Independent directors convene the Audit Committee on a quarterly basis. The internal audit officer holds a communication meeting with the independent directors before a quarterly Audit Committee meeting. A total of 5 individual communication meetings were held in 2023, during which the head of internal audit participated in 5 of the Audit Committee's meetings and reported on the implementation of audit operations and major internal control and internal audit
matters.

B.

The status of communication is shown in the table below:

2023/03/17

1.Audit Report covering the 1st quarter of 2023

2.2022 Declaration of Internal Control System

3.Head of internal auditor responds to questions raised in the meeting.

Passed after review

Report to the Board for final approval

2023/05/12

1.Audit Report covering the 2st quarter of 2023

It is confirmed that there

were no material

opinions put forth.

2023/08/09

1.Audit Report covering the 3st quarter of 2023

It is confirmed that there

were no material

opinions put forth.

2023/11/10

1.The first Audit Report covering the 4st quarter of 2023

2.2023 Annual Audit Plan.

3.Head of internal auditor responds to questions raised in the meeting.

It is confirmed that there

were no material

opinions put forth.

2023/12/20

1.The second Audit Report covering the 4st quarter of 2023

2.2024 Annual Audit Plan.

It is confirmed that there

were no material

opinions put forth.

Current adjunct positions at the Company and other companies

St. John's University

Director of Le Hao International Co., Ltd.

Director of Le Hao Co., Ltd.

Chairman of Wonderful Photoelectricity (Dongguan) Co., Ltd.

Director of Wonderful Holding (Cayman) Co., Ltd.

Director of Wonderful International (Cayman) Co., Ltd.

Director of Wonderful Holding (Thailand) International Co., Ltd.

Chairman of Thai Wonderful Wire Cable Co., Ltd.

Chairman of Wonderful Photoelectricity Co., Ltd.

Chairman of Vietnam Wonderful Wire Cable Co., Ltd.

Corporate Director Representative of Wanshih Electronic Co., Ltd.

Chairman of Wan Shih (Hong Kong) Co., Ltd.

Director of Suzhou Wanshih Optical Communication Co., Ltd.

Director of ASAHI BEST BASE SDN.BHD

Director of PT Asahi Best Base Indonesia

Chairman of ABA Industry Inc.

Director of Data Lake Co., Ltd.

Chairman of Inga Nano Technology Co., Ltd.

Chairman of ACTife Hi-Tech Co., Ltd.

Chairman of Saga YesFamily Healthcare Co., Ltd.

Vice
Chairman

National Pingtung University of Science and Technology

Director of Le Hao International Co., Ltd.

Director of Le Hao Co., Ltd.

Director of Wonderful Holding (Thailand) Co., Ltd.

Director of Thai Wonderful Wire Cable Co., Ltd.

Chihlee University of Technology

Vice Factory Director of Wonderful Hi-Tech Co., Ltd.

President of the Company

Director of Le Hao International Co., Ltd.

Director of Le Hao Co., Ltd.

Director of Wonderful Photoelectricity (Dongguan) Co., Ltd.

Director of Wonderful Photoelectricity Co., Ltd.

Director of Vietnam Wonderful Wire Cable Co., Ltd.

Director of Yi-Tai Technology Co., Ltd.

Director and Head of Operation of ABA Industry Inc.

Chairman of Mei Ming Investment Co., Ltd.

Director of Inga Nano Technology Co., Ltd.

STRAYER COLLEGE U.S.A.

President’s Special Assistant and Sales Manager of Fu San Machinery Co., Ltd.

MBA, Harvard University U.S.A.

Master of Mechanical Engineering, South Dakota School of Mines and Technology U.S.A., Bachelor of Mechanical Engineering, Osaka University Japan

Qualified 1969 national advanced examination in mechanical engineering, qualified 1969 professional mechanical engineer examination, qualified US national engineer examination

President of Amphenol Taiwan Corporation and Korean FCI Group

Chairman of UJU Electronics International Inc

Chairman of Vericon Co., Ltd.

MBA, University of Michigan USA

Master of Material Science, Wayne State University USA

Department of Materials and Mineral Resources Engineering, National Taipei University of Technology

R&D Team Leader, Prime Optical Fiber Corporation

Director of Asia Technology Center, Emerson Electric Company

Financial Analysis of United Tech-Carrier

Assistant Vice President of Chengxin Venture Capital

President of SAGA Unitek Ventures

Chairman of Fitek Photonics Corporation

Independent Director of Tah Tong Textile Co., Ltd.

Supervisor of Pixon Technologies Corporation

Supervisor of Taiwan Venture Capital Association

Independent Director of Hua Eng Wire & Cable Co., Ltd.

Independent Director of Chicony Power Technology Co., Ltd.

Department of Accounting, Soochow University

CPA and Responsible Person of Taipei Office, Zhongshan Accounting Firm Chairperson of National Accounting and Taxation Committee of Certified Public Accountant (CPA)

Director of Taiwan Chinsan Electronic Industrial Co., Ltd.

Director of Hsin Kuang Steel Co., Ltd.

Independent
Director

PhD., Department of Business Administration, National Taiwan University

Professor and Department Director of Department of Business Administration, Fu Jen Catholic University.

Independent Director of Poweretch Industrial Co., Ltd.

A.

According to Article 3 of the “Regulations for Election of Directors” of the Company, the overall composition of the board of directors shall be taken into consideration in the selection of the Company's directors. The composition of the board of directors shall be determined by taking diversity into consideration, and appropriate policy on diversity based on the Company's business operations, operating dynamics, and development shall be established and executed thoroughly.

The board members of the Company are equipped with professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience, such that they are able to provide professional opinions in order to improve the operation and management performance of the Company.

Each board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in the board as a whole are as follows:
1. Operational judgment ability.
2. Accounting and financial analysis ability.
3. Business management ability.
4. Crisis handling ability.
5. Knowledge of the industry.
6. International market perspective.
7. Leadership.
8. Decision-making ability

Identity

Name

The number of public companies where the person also holds positions in their remuneration committee

Convener

Independent Director

1. Not an employee of the Company or any of its affiliates.

2. Not a director or supervisor of the Company or any of its associates.

3. Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of issued shares of the company or ranks as one of its top ten shareholders.

4. Not a managerial officer listed in (1) or not a spouse, relative within second degree of kinship or direct blood relative within third degree of kinship of personnel listed in (2) and (3).

5. Not a director, supervisor or employee of a corporate shareholder that directly holds 5% or more of the total number of issued shares of the Company, or of a corporate shareholder that ranks among the top five in shareholdings, or of a proxy appointed according to Paragraph 1 or Paragraph 2 of Article 27 of the Company Act.

6. Not a director, supervisor or employee of other company not controlled by the same parties holding a majority of the number seats of directors of the Company or a majority of shares with voting rights.

7. Not a director (managing director), supervisor (managing supervisor) or employee of other company or institution being the same person holding the position of Chairman, President or equivalent position in the Company or a spouse thereof.

8. Not a director, supervisor, officer, or shareholder holding 5% or more of the shares of a specified company or institution that has a financial or business relationship with the Company.

9. Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the Company or any associate of the Company, or that provides commercial, legal, financial, accounting or related services to the Company or any associate of the Company for which the provider in the past two years has received compensation, or a spouse thereof.

Independent Director

Ching-Feng Sun

Others

Title

Name

Actual number of attendance (B) 

Actual attendance rate (%)
(B/A)

Convener

Committee Member

Other matters required to be recorded :

Remuneration Committee Meeting Convention Date	Proposal content	Resolution result	Company’s handling for opinions of Remuneration Committee
3st meeting of 5th term 2023.04.28	Review of 2022 distribution of staff bonus of the Company	Agreed and approved by all attending members	None
2st meeting of 5th term 2023.01.10	1. Reviewed the salary of the President and Vice President of Finance of the Company 2. Review of 2022 distribution of year-end bonus of the Company 3. Discussion on the proposal of appropriation ratio of 2022 remuneration of employees and remuneration of directors and supervisors of the Company 4. Proposal for amendment to the Procedures for Transferring Repurchased Shares to Employees 5. Proposal for amendments to the Procedures for Employee Share Subscription of the Company	Agreed and approved by all attending members	None
1st meeting of 5th term 2022.07.12	1. Review of 2021 distribution of employees’ remuneration of the Company 2. Review of 2021 distribution of remuneration of directors of the Company 3. The Remuneration Committee resolved the remuneration for the 16th term of board members	Agreed and approved by all attending members	None
10th meeting of 4th term 2022.05.11	1.Review of 2021 distribution of staff bonus of the Company 2. Amended the "Regulations for Employee Stock Ownership Trust Committee" of the Company.	Agreed and approved by all attending members	None
9th meeting of 4th term 2022.01.18	1. Review of 2021 distribution of year-end bonus of the Company 2. Discussion on the proposal of appropriation ratio of 2021 remuneration of employees and remuneration of directors and supervisors of the Company 3. Proposal for amendment to the Procedures for Transferring Repurchased Shares to Employees 4. Proposal for amendments to the Procedures for Employee Share Subscription of the Company 5. Review of distribution of treasury shares transferred to employees of the Company 6. Review of proposal for adjustment of remuneration of managerial officers of the Company	Agreed and approved by all attending members	None

Assessment Item

Discrepancies with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies and Reasons

Summary

I. Establish ethical corporate management policy and solution
(I) Has the company established ethical management policies approved by the board of directors’ meeting and stated in its memorandum or external correspondence about the policies and practices it has to maintain business integrity? Are the board of directors and the management committed in fulfilling this commitment?

(I) The Company has established the “Ethical Corporate Management Best Practice Principles” and “Procedures for Ethical Management and Guidelines for Conduct” approved by the board of directors, and relevant content has been disclosed on the Company’s website, in order to promote ethical management policy. It is executed properly for the internal management and external business activities of the Company, in order to comply with the operation of ethical corporate management best practice of the Company.

Compliance with Articles 4, 5, 8, 18 and 21 of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies

(II) Has the Company established an assessment mechanism for unethical conduct risk, performed periodic analysis and assessed operating activities of relatively higher unethical conduct risk in the scope of business, and has established unethical conduct solution accordingly, and at least covering the preventive measures for the conducts described in each subparagraph of Paragraph 2 of Article 7 of the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies”?

(II) The Company has established the “Procedures for Ethical Management and Guidelines for Conduct” according to the provisions of “Ethical Corporate Management Best Practice Principles” and relevant laws. In addition, operation procedure, code of conduct, disciplinary actions for violation and complaint system have also been specified. Furthermore, unethical conducts are also explicitly defined in order to regulate matters requiring attention during the execution of duties by the Company’s personnel. In addition, the Chairman’s Office has also reported the ethical management status to the board of directors on March 17, 2023.

Compliance with Articles 2, 6 and 10~14 of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies

(III) Has the company defined and enforced operating procedures, behavioral guidelines, penalties and grievance systems as part of its preventive measures against dishonest conducts? Are the above measures reviewed and revised on a regular basis?

(III) The Company has established the “Procedures for Ethical Management and Guidelines for Conduct” and reviews predefined plans periodically. In addition, the Chairman’s Office coordinates and prevents any occurrence of violation, and the mechanisms of the audit of internal auditors and communication channels of stakeholders are implemented in order to prevent occurrence of unethical conducts.

Compliance with Article 7 of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies

II. Implement ethical management
(I) Has the Company evaluated the record of the counterparties on business ethics, and explicitly stated business integrity as an integral part of the contracts when entering into agreements with counterparties of trade?

(I) Prior to establishing business relationship with others, the Company will assess the legality of the business transaction counterparties and determine whether there is any record of unethical conducts, in order to ensure that the business operation method is fair and transparent, and there shall be no request, offer or acceptance of any bribes. Although, such requirements have not yet been included in the sale and purchase contracts between the two parties, the Company will include clauses specifying relevant requirements during the signing of new contracts.

Compliance with Article 9 of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies

(II) Has the Company established a dedicated unit directly under the board of directors and responsible for the promotion of corporate ethical management, and reporting its ethical management policy and proposal for prevention of unethical conducts as well as supervision of implementation status to the board of directors’ meeting periodically (at least once annually)?

(II) The Company designates the Chairman’s Office to be in charge of the promotion and supervision of the execution of relevant works, and the ethical management policy and prevention of unethical conducts as well as the supervision execution status have been reported to the board of directors on March 17, 2023. In addition, the“Ethical Corporate Management Best Practice Principles” and “Procedures for Ethical Management and Guidelines for Conduct” have also disclosed on the Company’s website, in order to promote the implementation and execution of ethical management policy of all employees and stakeholders.

Compliance with Article 17 of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies

(III) Does the Company have any policy that prevents conflict of interest, and channels that facilitate the report of conflicting interests? 

(III) To prevent conflict of interests, the Company has established the “Procedures for Ethical Management and Guidelines for Conduct” and the “Rules of Procedure for Board of Directors Meetings”, in order to regulate method and handling procedure, and relevant channels are also provided. Directors, supervisors, and managerial officers of the Company also exercise a high degree of self-discipline. If a director or a juristic person represented by the director is an interested party with respect to any proposal for a board meeting, the director shall state the important aspects of the interested party relationship at the meeting. When the relationship is likely to prejudice the interests of the company, the director may not participate in discussion or voting on that proposal and shall enter recusal during the discussion and voting. The director also may not act as another director's proxy to exercise voting rights on that matter.

Compliance with Articles 19 and 23 of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies

(IV) Has the Company established effective accounting and internal accounting and control systems for the implementation of ethical corporate management policies, prepared audit plans according to the evaluation results of dishonesty risks, and have the results been audited by internal auditors or CPAs?

(IV) The Company has established effective accounting and internal accounting and control systems for the implementation of ethical corporate management policies, has prepared audit plans according to the evaluation results of dishonesty risks, and the results have been audited by internal auditors. In addition, PwC Taiwan also audits the financial statements, and inspection on the internal control has been performed, in order to reasonably assure the design and execution effectiveness of the international control system.

Compliance with Article 20 of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies

(V) Has the Company provided internal and external training on topics of business integrity?

(V) The Company actively assigns personnel to participate in external education and training as well as seminars related to ethical management. The Company also shares successful stories of other enterprises during regular meeting, in order to convey and educate employees the importance of ethical management.

No major difference

1.

"Internal material information processing procedures" covers the scope of internal material information, confidentiality operations, and information disclosure operations.

2.

"Insider Trading-Related Laws and Case Analysis": Education and publicity including the constituent elements of insider trading, the timing of important news, the timely manner of disclosure, penalties for violating insider trading, case analysis, how to avoid accidentally touching insider trading, etc.
The briefing file of the educational publicity course is sent to all directors and managers for reference.

Ⅰ.

The Company establishes the Employee Welfare Committee, and provides three-holiday (Mid-Autumn Festival, Labor Day and Dragon Boat Festival) gifts and gift money and birthday gift money, and also stipulates budget for annual travel and year-end party, birthday party and group insurance. In addition, according to the Employee Welfare Committee Charter, employees may apply for retirement and employment benefits of maternity allowance, marriage/funeral subsidy and education subsidy, etc.

Ⅱ.

Pension system and implementation status of the Company
The Company has established the pension appropriation rules according to the “Labor Pension Act”, and for employees that choose to apply the Labor Pension Act, the Company makes a contribution equal to 6% of the monthly salary to employees’ individual pension account at the Bureau of Labor Insurance.
By adhering to the requirements set forth in the Labor Standards Act, the Company has established its own defined retirement benefits plan, which is applicable both to the service years of all regular employees rendered before the enforcement of the Labor Pension Act, and to the service years of all employees who elected to continue applying the Labor Standards Act after the implementation of the Labor Pension Act. The Company contributes monthly an amount equal to 2% of the employees' monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, under the name of the Independent Retirement Fund Committee. For all employees satisfying the retirement criteria specified in the Labor Standards Act, retirement is approved and pension is issued.

Ⅰ.

Access security control: Rigorous access security surveillance system is installed round the clock, and security guards are available during the nighttime and holiday in order to maintain the safety of the Company and dormitory.

Ⅱ.

Factory operation safety: According to the "Factory Act”, “Enforcement Rules of Factory Act”, “Occupational Safety and Health Act” and other relevant laws, the Company supervises the factory affairs personnel to enhance the promotion of labor safety and health education and training. In addition, the Company has established various machine and equipment standard operation procedures, and safety operation methods and also installs safety protection equipment, in order to train operators to use machines and equipment properly and to implement management and prevention of hazards.

Ⅲ.

Maintenance and inspection of equipment: According to the Regulations for Inspecting and Reporting Building Public Safety, the Company entrusts a professional company to perform public safety inspection every two or four years. In addition, according to the Fire Services Act, the Company also entrusts external vendor to perform fire inspection, and various machines and equipment, including air conditioner and fire equipment, are maintained and inspection periodically according to the Occupational Safety and Health Act. Moreover, fire safety protection drill is implemented periodically. External professional vendor is entrusted to perform inspection on the elevators, and inspection result is also recorded.

Ⅳ.

Environmental sanitation: The workplace shall be maintained clean at all times, and garbage is disposed daily. Water supply and drainage as well as lighting equipment are maintained properly. The drinking water is inspected and the filter is replaced periodically in order to ensure the drinking water health of employees.

Ⅴ.

Physiological and psychological hygiene: According to the promotion of government's laws and policies, the Company prohibits smoking at the workplace and also posts up non-smoking slogan to notify employees to not smoke at the workplace, in order to maintain the quality of the working environment. Furthermore, the Company also arranges regular and irregular employee health examination, in order to maintain the physical and mental health of employees.

Ⅵ.

Insurance: The Company applies for labor insurance (including occupational accident insurance), health insurance and group insurance according to the law. In case of any occurrence of injury or death of employee, the personnel unit will assist the handling of relevant insurance related affairs.