FITI GROUP
Investor Relations

Corporate Governance

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 fifth Compensation Committee was formed on 2023/5/30 and expired on 2026/5/29.The sixth Compensation Committee was formed on 2026/5/27 and expired on 2029/5/26.

The sixth Compensation Committee empowers Independent Board Member FRANK LEE、WU, SHU HUI、 Huang,Ya Hui , from 2026/5/27 to 2029/5/26. 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.

♦ 2025 Compensation Committee Meeting, Agenda and Decision

Compensation Committee Agenda and Follow up Meeting Minutes
The fifth time of the fifth session
2025.02.26
1. Review the remuneration distribution case for employees and directors in 2025
2. Review the actual payment of managers’ remuneration in 2025
3. Review the company's performance target setting and bonus calculation methods for managers in 2025
All members of the committee
Resolution passed
The sixth time of the fifth session
2025.08.08
Consideration of the 2025 Manager Salary Adjustment Case All members of the committee
Resolution passed

♦ 2025 Attendance of each member of the Salary Compensation Committee

Member name Number of meetings Actual attendance Attendance%
Kevin Chen 2 2 100
Frank Lee 2 1 50
Nickky Wu 2 2 100

2.Audit Committee

According to Article 14-4 of the Securities and Exchange Act and Article 4 of the 'Regulations Governing the Exercise of Powers by Audit Committees of Public Companies,' our company voluntarily established the first Audit Committee upon the resolution of the shareholders' meeting on June 25, 2014, with a term from June 25, 2014, to June 24, 2017; the second Audit Committee had a term from May 26, 2017, to May 25, 2020; the third Audit Committee was approved by the shareholders' meeting on May 28, 2020 and consisted of all independent directors Ms. WU, SHU HUI, Mr. FRANK LEE, and Mr. CHEN, HSI-CHIH, with a term from May 28, 2020, to May 27, 2023. On July 26, 2021, the shareholders' meeting elected an additional independent director, Ms. Huang,Ya-Hui, legally adding one audit committee member for a term from July 26, 2021, to May 27, 2023. The third Audit Committee thus changed to a four-member group, consisting of independent directors Ms. WU, SHU HUI, Mr. FRANK LEE, Mr. CHEN, HSI-CHIH, and Ms. Huang Ya hui. The fourth Audit Committee, with a term from May 30, 2023, to May 29, 2026, also consisted of the four independent directors Ms. WU, SHU HUI, Mr. FRANK LEE, Mr. CHEN, HSI-CHIH, and Ms. Huang, Ya hui. The fifth Audit Committee, with a term from May 27, 2026, to May 26, 2029, is composed of independent directors Ms. WU, SHU HUI, Mr. FRANK LEE, Ms. Huang, Ya hui, and Mr. Chen, Tai ming.

The authority of the Audit Committee includes setting up or revising internal control systems, evaluating the effectiveness of internal controls, establishing or changing procedures for major financial transactions such as acquiring or disposing of assets, engaging in derivative transactions, lending funds to others, or providing endorsements or guarantees for others. It also covers handling significant asset or derivative transactions, issuing or privately placing equity-type securities, appointing or dismissing auditors and determining their compensation, appointing or dismissing financial or internal audit managers, and reviewing annual and semi-annual financial reports, business reports, as well as proposals for profit distribution or loss coverage.

♦ 2025 Audit Committee Meeting, Agenda and Decision

Meeting Date Agenda and Follow up Meeting Minutes
2025/02/26 4th Audit Committee the 8th 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. 2024 Operating Report, Financial Report, Consolidated Financial Report, and Earning Distribution Program.
4. 2024 internal control self-assessment result and the statement of internal control system.
5. To discuss the company's 100% owned subsidiary, Foxsemicon Integrated Technology (KUNSHAN) Inc., plans to sell equipments.
2025/04/23 4th Audit Committee the 9th Meeting 1. To discuss the company acquisition of a 51% equity stake in FairTech Corporation. All members of the Audit Committee
passed the program.
2025/05/9 4th Audit Committee the 10th Meeting 1.Internal auditor's report. All members of the Audit Committee
passed the program.
2. To discuss the Company’s 2025Q1 consolidated financial statements.
3. To discuss the company's 100% owned subsidiary, Foxsemicon Integrated Technology (KUNSHAN) Inc., plans to sell equipments.
4. Amendment to the Company’s Approval “authority table”,” Control Procedures over Information Reporting and Disclosure”,” Procedures for applying to suspend and resume trading”
2025/08/8 4th Audit Committee the 11th Meeting 1. Internal auditor's report. All members of the Audit Committee
passed the program.
2. To discuss the Company’s 2025Q2 consolidated financial statements.
3. To discuss investment the company's subsidiary, UniEQ Integrated Technology Co., Ltd.
4. To discuss the company's subsidiary, UniEQ Integrated Technology Co., Ltd. the acquisition of land and factory.
5. Amendment to the Company’s “Approval Authority table”,” Hiring Procedure”
6. To pre-approval CPA firms and related enterprises to the company and subsidiaries.
2025/10/27 4th Audit Committee the 12th Meeting 1. To discuss the company acquisition of a 51% equity stake in FairTech Corporation. All members of the Audit Committee
passed the program.
2025/11/6 4th Audit Committee the 13th Meeting 1. Internal auditor's report. All members of the Audit Committee
passed the program.
2. To discuss the Company’s 2025Q3 consolidated financial statements.
3. To discuss the Audit Plan for the Fiscal Year 2026.
4. Amendment to the Company’s ” Hiring Procedure”
2025/12/19 4th Audit Committee the 14th Meeting 1. To discuss the Subsidiary's " Operational Procedures for Loaning of Company Funds". All members of the Audit Committee
passed the program.
2. To discuss amendment the company's " Organizational Charter of the Sustainability Committee ".

♦ Member of Audit Committee

  • FRANK LEE Independent Director
    Title of Audit Committee:Member
    Title of Compensation Committee:Chair
    • Education

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

      Experience

      ♦ Photronics DNP Mask Corp. (Chairman/President)

  • 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:Member
    Title of Compensation Committee:Member
    • Education

      ♦ National Taiwan University (Master of EMBA Finance Group)

      Experience

      ♦ Ambassador Hotel (Independent Director)

      ♦ Advagene Biopharma Co., Ltd. (Independent Director)

      ♦Hsinjing Holding Co., Ltd. (Director)

      ♦ Taicon Corporation (Director)

      ♦ Taiwan High Court (Judge)

  • CHEN, TAI-MINGIndependent Director
    Title of Audit Committee:Member
    Title of Compensation Committee:NA
    • Education

      ♦ LLM, Boston University

      Experience

      ♦ Senior Advisor, Jones Day

      ♦ Adjunct Professor, Graduate School of Law, Soochow University

      ♦ Adjunct Professor, Graduate School of Law, National Cheng Chi University

      ♦ Orient Pharma Co., Ltd. (Independent Director)

      ♦ SIMPLO TECHNOLOGY CO., LTD. (Director)

      ♦ CHINA MOTOR CORPORATION(Director)


♦ 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

♦ 2025
Date Communication Highlight Recommendation
2025/2/26 ♦ The financial and profit and loss situation in 2024 was explained, and the questions raised by the participants were discussed and communicated. No comment
2025/8/8 ♦ The financial and profit and loss situation in the second quarter of 2025 was explained, and the questions raised by the participants were discussed and communicated. No comment

♦ Other History → (Expand)

♦ 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

♦ 2025
Date Meeting Communication Highlight Recommendation
2025/2/26 Audit Committee ♦ The chief internal auditor individually communicates with the independent directors.- 2024/Q4 internal auditor's report
♦ 2024 internal control self-assessment result and the statement of internal control system
No comment
2025/5/9 Audit Committee ♦ 2025/Q1 internal auditor's report No comment
2025/8/8 Audit Committee ♦ 2025/Q2 internal auditor's report No comment
2025/11/6 Audit Committee ♦ 2025/Q3 internal auditor's report
♦ Formulate 2026 annual audit plan
No comment

♦ Other History → (Expand)