FITI GROUP

Functional Committee

1、Compensation Committee

Following TWSE regulations, FITI formed its first Compensation Committee on 2011/12/20, and it was expired on 2014/6/24. The second Compensation Committee was formed on 2014/6/25 and expired on 2017/6/24. The third Compensation Committee was formed on 2017/5/26 and expired on 2020/5/25.The fouth Compensation Committee was formed on 2020/7/10 and expired on 2023/5/27.

The fourth Compensation Committee empowers Independent Board Member FRANK LEE、CHEN, HSI-CHIH、WU, SHU HUI, from 2023/5/30 to 2026/5/29. The functions and powers of the Compensation Committee are to set and regularly review the performance objectives and remuneration policies, systems, standards and structures of directors and managers, as well as the achievement of their performance objectives, and to set the content and amount of their individual remuneration.

♦ 2024 Compensation Committee Meeting, Agenda and Decision

Compensation Committee	Agenda and Follow up	Meeting Minutes
The second time of the fifth session 2024.02.29	1. Review the remuneration distribution case for employees and directors in 2024 2. Review the actual payment of managers’ remuneration in 2024 3. Review the company's performance target setting and bonus calculation methods for managers in 2024	All board members attended the meeting and agreed to pass the program.
The third time of the fifth session 2024.08.09	Consideration of the 2024 Manager Salary Adjustment Case	All board members attended the meeting and agreed to pass the program.
The fourth time of the fifth session 2024.12.20	Consideration of the employee stock ownership plan	All board members attended the meeting and agreed to pass the program.

♦ 2024 Attendance of each member of the Salary Compensation Committee

Member name	Number of meetings	Actual attendance	Attendance%
Kevin Chen	3	3	100
Frank Lee	3	3	100
Nickky Wu	3	3	100

♦ 2024 Audit Committee Meeting, Agenda and Decision

Meeting Date	Agenda and Follow up	Meeting Minutes
2024/02/29 4th Audit Committee the 3rd Meeting	1. Review and communication with the CPA regarding the CPA's experience, responsibilities, and independence.	All members of the Audit Committee passed the program.
	2. Internal auditor's report.
	3. 2023 Operating Report, Financial Report, Consolidated Financial Report, and Earning Distribution Program.
	4. 2023 internal control self-assessment result and the statement of internal control system.
	5. Amendment to the Company’s Operating procedures for the acquisition of fixed assets.
	6. Releasing of the Prohibition on Directors and their Representatives from on-competition Restrictions.
2024/05/10 4th Audit Committee the 4th Meeting	1. Internal auditor's report.	All members of the Audit Committee passed the program.
	2. The Company’s consolidated financial statements for the first quarter of 2024.
	3. To lease a factory for UniEQ Integrated Technology Co., Ltd., a Thai subsidiary wholly owned by the Company leased a factory.
	4. To pre-approval CPA firms and related enterprises to provide IT or cyber security and data privacy services to the company and subsidiaries.
2024/08/09 4th Audit Committee the 5th Meeting	1. Internal auditor's report.	All members of the Audit Committee passed the program.
	2. To discuss the Company’s consolidated financial statements for the second quarter of 2024.
	3. Amendment to the Company’s Operating procedures for the acquisition of fixed assets.
	4. Amendment to the Company’s Audit Committee Organizational Rules.
	5. Amendment to the Company’s Approval authority table.
	6. To discuss the budget for capital expenditure for the 100% invested Thai subsidiary "UniEQ Integrated Technology Co., Ltd."
	7. To discuss investment the 100% invested Thai subsidiary "UniEQ Integrated Technology Co., Ltd."
	8. To discuss to cancel equipment budgetof subsidiary,FOXSEMICON INTEGRATED TECHNOLOGY (KUNSHAN) INC.
2024/11/06 4th Audit Committee the 6th Meeting	1. Internal auditor's report.	All members of the Audit Committee passed the program.
	2. To discuss the Company’s consolidated financial statements for the third quarter of 2024.
	3. To discuss the Audit Plan for the Fiscal Year 2025.
	4. To discuss to revise the company's "Standards of Procedures for Board of Directors".
	5. To discuss to revise the“Procedures for Handling Derivative Transactions by Foxsemicon Integrated Technology Inc. for its Subsidiaries.
	6. To discuss to modify investment amount UniEQ Integrated technology co., Ltd.
	7. To discuss the company's 100% owned subsidiary, Foxsemicon Integrated Technology (KUNSHAN) Inc., plans to sell equipments.
2024/12/20 4th Audit Committee the 7th Meeting	1. To discuss to stipulate the company's " Organizational Charter of the Sustainability Committee ".	All members of the Audit Committee passed the program.
	2. To discuss to stipulate the company's " Management Procedure for Sustainability Information”.
	3. To discuss investment UniEQ Integrated technology co., Ltd.

♦ Member of Audit Committee

FRANK LEE Independent Director
Title of Audit Committee：Member
Title of Compensation Committee：Member

Education

♦ University of Cincinnati, Ohio, M.S & Ph.D Materials Science

Experience

♦ Photronics DNP Mask Corp. (Chairman/President)

CHEN, HSI-CHIH Independent Director
Title of Audit Committee：Member
Title of Compensation Committee：Chair

Education

♦ Chinese Culture University (Master of Accounting Institute)

Experience

♦ Deloitte & Touche (The Auditor of Audit Department)

♦ Taipei Exchange,TPEx (The Specialist of Listing Examination Department)

♦ Zhi-Ding CPA Firm (Certified Public Accountant)

♦ DA HUI limited Director

WU, SHU HUI Independent Director
Title of Audit Committee：Chair
Title of Compensation Committee：Member

Education

♦ National Taiwan University (Master of EMBA Accounting Group)

Experience

♦ AXIS CORPORATION (Director)

♦ TA CHENG CPAs & Co.(Partner)

♦ ShengChang Consultant Co., Ltd. (President)

HUANG, YA-HUI Independent Director
Title of Audit Committee：Chair
Title of Compensation Committee：NA

Education

♦ National Taiwan University (Master of EMBA Finance Group)

Experience

♦ Ambassador Hotel (Independent Director)

♦ Taiwan High Court (Judge)

♦ Communications between independent directors and CPA

1. The mothed of communication between independent directors and CPA

Independent directors and CPA hold regular meetings at least twice a year. The CPA explains their reviewed results of the Company's financial statements, including the scope and method of the review, key review matters and the company's governing situation and explains the recent rules or interpretations issued by competent authorities.

2. Previous communication matters between independent directors and CPA

♦ 2024

Date	Communication Highlight	Recommendation
2024/8/9	♦ The financial and profit and loss situation in the second quarter of 2024 was explained, and the questions raised by the participants were discussed and communicated.	No comment
2024/2/29	♦ The financial and profit and loss situation in 2023 was explained, and the questions raised by the participants were discussed and communicated.	No comment

♦ Other History → (Expand)

♦ 2023

Date	Meeting	Communication Highlight	Recommendation
2023/8/9	Audit Committee	♦ The financial and profit and loss situation in the second quarter of 2023 was explained, and the questions raised by the participants were discussed and communicated.	No comment
2023/2/24	Audit Committee	♦ The financial and profit and loss situation in 2022 was explained, and the questions raised by the participants were discussed and communicated.	No comment

♦ 2021

Date	Meeting	Communication Highlight	Recommendation
2021/8/11	Audit Committee	♦ The financial and profit and loss situation in the second quarter of 2021 was explained, and the questions raised by the participants were discussed and communicated.	No comment
2021/2/26	Audit Committee	♦ The financial and profit and loss situation in 2020 was explained, and the questions raised by the participants were discussed and communicated.	No comment

♦ 2020

Date	Meeting	Communication Highlight	Recommendation
2020/8/12	Audit Committee	♦ The financial and profit and loss situation in the first half of 2020 was explained, and the questions raised by the participants were discussed and communicated.	No comment
2020/3/11	Audit Committee	♦ The financial and profit and loss situation in 2019 was explained, and the questions raised by the participants were discussed and communicated.	No comment

♦ 2019

Date	Meeting	Communication Highlight	Recommendation
2019/8/12	Audit Committee	♦ The financial and profit and loss situation in the first half of 2019 was explained, and the questions raised by the participants were discussed and communicated.	No comment
2019/2/27	Audit Committee	♦ The financial and profit and loss situation in 2018 was explained, and the questions raised by the participants were discussed and communicated.	No comment

♦ 2018

Date	Meeting	Communication Highlight	Recommendation
2018/8/09	Audit Committee	♦ The financial and profit and loss situation in the first half of 2018 was explained, and the questions raised by the participants were discussed and communicated.	No comment
2017/2/27	Audit Committee	♦ The financial and profit and loss situation in 2017 was explained, and the questions raised by the participants were discussed and communicated.	No comment

♦ 2017

Date	Meeting	Communication Highlight	Recommendation
2017/8/10	Audit Committee	♦ The financial and profit and loss situation in the first half of 2017 was explained, and the questions raised by the participants were discussed and communicated.	No comment
2017/2/24	Audit Committee	♦ The financial and profit and loss situation in 2016 was explained, and the questions raised by the participants were discussed and communicated.	No comment

♦ 2016

Date	Meeting	Communication Highlight	Recommendation
2016/8/10	Audit Committee	♦ The financial and profit and loss situation in the first half of 2016 was explained, and the questions raised by the participants were discussed and communicated.	No comment
2016/2/25	Audit Committee	♦ The financial and profit and loss situation in 2015 was explained, and the questions raised by the participants were discussed and communicated.	No comment

♦ The Communications between the Independent Directors and the Chief Internal Auditor

1. Communication Type

1. The chief internal auditor sends the audit reports and follow-up reports to the independent directors each month.

2. The chief internal auditor reports the annual audit plan execution and audit finding improvement status to independent directors at the Audit Committee meetings.The Audit Committee shall meet at least once a quarter and may meet at any time if necessary.

3. The chief internal auditor individually communicates with the independent directors without attendance of other directors and the management at least once a year.

4. Communication between the Audit Committee and the chief internal auditor is done via email, phone or face-to-face meetings as needed.

2. Meeting Topics

♦ 2024

Date	Meeting	Communication Highlight	Recommendation
2024/2/29	Audit Committee	♦ The chief internal auditor individually communicates with the independent directors. - 2023/Q4 internal auditor's report. ♦ 2023 internal control self-assessment result and the statement of internal control system	No comment
2024/5/10	Audit Committee	♦ 2024/Q1 internal auditor's report.	No comment
2024/8/9	Audit Committee	♦ 2024/Q2 internal auditor's report.	No comment
2024/11/8	Audit Committee	♦ 2024/Q3 internal auditor's report. ♦ Formulate 2025 annual audit plan.	No comment

♦ Other History → (Expand)

♦ 2023

Date	Meeting	Communication Highlight	Recommendation
2023/2/24	Audit Committee	♦ The chief internal auditor individually communicates with the independent directors. - 2022/Q4 internal auditor's report. ♦ 2022 internal control self-assessment result and the statement of internal control system.	No comment
2023/5/10	Audit Committee	♦ 2023/Q1 internal auditor's report.	No comment
2023/8/9	Audit Committee	♦ 2023/Q2 internal auditor's report.	No comment
2023/11/10	Audit Committee	♦ 2023/Q3 internal auditor's report. ♦ Formulate 2024 annual audit plan.	No comment

♦ 2021

Date	Meeting	Communication Highlight	Recommendation
2021/2/26	Audit Committee	♦ 2020/Q4 internal auditor's report ♦ 2020 internal control self-assessment result and the statement of internal control system	No comment
2021/5/12	Audit Committee	♦ 2021/Q1 internal auditor's report	No comment
2021/8/11	Audit Committee	♦ 2021/Q2 internal auditor's report	No comment
2021/11/10	Audit Committee	♦ 2021/Q3 internal auditor's report ♦ To formulate 2022 annual audit plan	No comment

♦ 2020

Date	Meeting	Communication Highlight	Recommendation
2020/3/11	Audit Committee	♦ 2019/Q4 internal auditor's report ♦ 2019 internal control self-assessment result and the statement of internal control system ♦ Amendments to 2019 annual audit plan	No comment
2020/5/13	Audit Committee	♦ 2020/Q1 internal auditor's report	No comment
2020/8/12	Audit Committee	♦ 2020/Q2 internal auditor's report	No comment
2020/11/11	Audit Committee	♦ 2020/Q3 internal auditor's report ♦ To formulate 2021 annual audit plan ♦ Amended the internal audit regarding the appointment, removal, evaluation and salary and remuneration of internal auditors	No comment

♦ 2019

Date	Meeting	Communication Highlight	Recommendation
2019/2/27	Audit Committee	♦ 2018/Q4 internal auditor's report ♦ 2018 internal control self-assessment result and the statement of internal control system ♦ Amendments to 2018 annual audit plan	No comment
2019/5/9	Audit Committee	♦ 2019/Q1 internal auditor's report	No comment
2019/8/23	Audit Committee	♦ 2019/Q2 internal auditor's report	No comment
2019/11/8	Audit Committee	♦ 2019/Q3 internal auditor's report ♦ To formulate 2020 annual audit plan	No comment

♦ 2018

Date	Meeting	Communication Highlight	Recommendation
2018/2/27	Audit Committee	♦ 2017/Q4 internal auditor's report ♦ Status update for the ability of preparing financial reports ♦ 2017 internal control self-assessment result and the statement of internal control system	No comment
2018/5/9	Audit Committee	♦ 2018/Q1 internal auditor's report	No comment
2018/8/9	Audit Committee	♦ 2018/Q2 internal auditor's report	No comment
2018/11/9	Audit Committee	♦ 2018/Q3 internal auditor's report ♦ To formulate 2019 annual audit plan	No comment

♦ 2017

Date	Meeting	Communication Highlight	Recommendation
2017/11/9	Audit Committee	♦ 2017/Q4 status update for the ability of preparing financial reports ♦ 2017/Q3 internal auditor's report ♦ To formulate 2018 annual audit plan	No comment
2017/9/27	Audit Committee	♦ 2017/Q3 status update for the ability of preparing financial reports ♦ Amendments to the internal audit implementation rules	No comment
2017/8/10	Audit Committee	♦ 2017/Q2 internal auditor's report	No comment
2017/5/10	Audit Committee	♦ 2017/Q2 status update for the ability to prepare financial reports ♦ 2017/Q1 internal auditor's report	No comment
2017/2/24	Audit Committee	♦ 2017/Q1 status update for the ability to prepare financial reports ♦ 2016/Q4 internal auditor's report ♦ 2016 internal control self-assessment result and the statement of internal control system ♦ Amendments to 2016 annual audit plan	No comment

♦ 2016

Date	Meeting	Communication Highlight"	Recommendation
2016/11/11	Audit Committee	♦ 2016/Q4 status update for the ability to prepare financial reports ♦ 2016/Q3 internal auditor's report ♦ To formulate 2017 annual audit plan	No comment
2016/8/10	Audit Committee	♦ 2016/Q3 status update for the ability to prepare financial reports ♦ 2016/Q2 internal auditor's report	No comment
2016/6/6	Audit Committee	♦ 2016/Q2 status update for the ability to prepare financial reports	No comment
2016/5/12	Audit Committee	♦ 2016/Q1 internal auditor's report	No comment
2016/3/31	Audit Committee	♦ 2016/Q1 status update for the ability to prepare financial reports	No comment
2016/2/25	Audit Committee	♦ 2015/Q4 internal auditor's report ♦ 2015 internal control self-assessment result and the statement of internal control system	No comment

Corporate Governance

Functional Committee

Education

Experience

Education

Experience

Education

Experience

Education

Experience