Audit committee

This Committee is established from June 21, 2019. The Committee shall compose of the entire independent directors.

The main function of the Audit Committee is to oversee the following matters:

• Fair financial reporting of this Corporation.
• The hiring (and dismissal), independence, and performance of external certified public accountants of this Corporation.
• The effective implementation of the internal control of this Corporation.
• Regulatory compliance by this Corporation.
• The existing or potential risks management of this Corporation.

The powers of the Committee are as follows:

• The adoption of or amendments of 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, loaning of funds to others, and providing endorsements or guarantees to others.
• A matter bearing on director’s conflict of interests with the Company.
• A material asset or derivatives transaction.
• A material monetary loan, endorsement, or provision of guarantee.
• The offering, issuance, or private placement of any equity-type securities.
• The hiring or dismissal of a CPA, or the compensation given thereto.
• The appointment or discharge of a financial, accounting, or internal audit officer.
• The annual financial reports which have been signed or stamped with the seal of the chairperson, managerial officer, and accounting officer, and the second quarter financial reports that must be audited and attested by a CPA.
• Any other material matters so required by the Company or the Competent Authority.

Descriptions of the communications between the independent directors, the internal auditors, and the independent auditors:

• The Company’s internal audit managers periodically present internal audit reports to the Audit Committee and fully communicate status and results of audit implementation follow-up of improvements to defects. Internal audit managers not only periodically provide independent directors with written audit reports, but also present business reports based on suggestions from independent directors.
• CPAs periodically present annual and quarterly audits of financial reports and audit reports to the Audit Committee, and also communicate other matters according to relevant laws.
• The aforementioned internal audit managers and CPAs also communicate with independent directors via email, phone, or face-to-face meetings as necessary.

Compensation Committee

According to the relevant ROC regulations, the members of compensation committee shall be appointed by Board of Directors. The functions of the committee are to evaluate the compensation policies and systems of the directors and management team of the corporation professionally and objectively. The committee are then to provide recommendations to Board of Directors for their decisions.

According to HTC Compensation Committee Charter, one of the committee members shall serve as convener; two members shall be independence directors. The committee shall be held at least two times every year.

The main function of the Compensation Committee is to oversee the following matters:

• Prescribe and periodically review the policies, systems, standards, and structure for the annual and long-term performance goals and compensation of HTC directors and managers.
• Periodically assess the status of achievement of performance goals of HTC directors and managers, and set the content and amounts of their individual compensation.

When performing the official powers of the preceding Article, the Committee shall follow the principles listed below:

• The performance assessment and the compensation level of directors and managers shall take into reference the general pay levels in the industry, and take into account the individual’s time spent and responsibilities, goal achievement status, performance in other positions, and the compensation paid to employees holding equivalent positions in recent years, and evaluate the reasonableness of the correlation between compensation and individual performance, HTC’s operational performance, and future risk exposure, in terms of HTC’s achievement of short-term and long-term business goals and its financial status.
• It shall not produce an incentive for the directors or managerial officers to engage in activity to pursue remuneration exceeding the risks that the Company may take.
• It shall take into consideration the characteristics of the industry and the nature of the Company´s business when determining the ratio of bonus payout based on the short-term performance of its directors and senior managerial officers and the time for payment of the variable part of remuneration.

Compensation Committee Meeting Updates in 2022

1. The fourth compensation committee tenure ended June 16th, 2022. The fifth compensation committee has been nominated by the tenth board of directors on 17th June 2022.
2. The fifth compensation committee serves starting from 17th June 2022 until 16th June 2025 or the end of the tenth board of director tenure.
3. The fifth compensation committee members are Chen-Kuo Lin (Independent directors), Vincent Thai (Independent directors) and Yeong-Cheng Wu.
4. In the fifth committee's first meeting, Chen-Kuo Lin was nominated as the chairperson of the fifth compensation committee.

Annotations:

1. The two regular meetings were held on March 4, 2022 and July 6, 2022. The agenda included:

• 2022 Salary Adjustment Proposal for HTC Insiders
• The fifth Compensation Committee chairperson nomination
• Tenth Board of Directors compensation proposal

2.All above resolutions were reviewed and approved by the Compensation Committee; the Board of Directors has approved all resolutions.

3.In both meetings, the meeting notices and minutes were prepared. The meetings were video recorded throughout the session. Committee members had recorded their attendance by signing the attendance sheets.