Investor - Corporate Governance

Corporate Structure

Board of Directors

Responsibilities of the Board of Directors

The board of directors shall guide the company's strategy, supervise the management, be responsible to the company and shareholders, and ensure that the board of directors exercises its functions and powers in accordance with laws and regulations, the company's articles of association or the resolutions of the shareholders' meeting.

Board Members

Chou-Chye Huang (Sunplus Technology Co., Ltd., Representative of Legal Entity) Director Mr. Chou-Chye Huang, who holds a master's degree from the Institute of Electrical Engineering of National Tsinghua University, serves as the chairman of our Company. Mr. Chou-Chye Huang founded Sunplus Technology Co., Ltd. in year 1990, and has been the chairman of Sunplus Technology Co., Ltd. and its subsidiaries till now. He currently serves as the director of several companies including iCatch Technology Inc., Global View Co., Ltd., AkiraNET, etc. Prior to that, Mr. Chou-Chye Huang served as the vice-president of SiS Corp. from year 1987 to 1990, and the project leader of the Institute of Electronics, Industrial Technology Research Institute from year 1981 to 1987.

Wei-Heng Shan (Sunplus Technology Co., Ltd., Representative of Legal Entity) Director Mr. Wei-Heng Shan holds a bachelor's degree in law from FuJen Catholic University. He served as the director of the Company since May 2022. Before that, Mr. Wei-Heng Shan served successively as the head of the legal affairs department and the vice president of the sales department of Sunplus Technology Co., Ltd. from year 2005 to 2011. From year 2012 to 2016, he served as the consultant of Dolby Laboratories Inc., Asia-Pacific region.

Kevin Chia Director Mr. Kevin Chia holds a master's degree from the Institute of Computer Science and Information Engineering, National Cheng Kung University. He served as the director of the Company since May 2022. Before that, Mr. Kevin Chia worked as a software engineer in Winbond Electronics Co., Ltd. from year 1997 to 1998. From year 1998 to 2006, he served as the sales engineer, sales manager and sales director of Sunplus Technology Co., Ltd. From year 2006 to 2020, he successively served as the senior director of marketing planning department, the senior director of the division II of sales department and acting spokesperson, and the vice president of the global sales and marketing planning center of Generalplus Technology Co., Ltd. Currently, he is also the President of Generalplus Technology Co., Ltd.

Shi-Hao Liu Director Mr. Shi-Hao Liu holds a master's degree from the Department of Finance of National Taiwan University. He has been a director of the Company since June 2013. Before that, during year 2010 and 2017, Mr. Shi-Hao Liu served as the supervisor and director of DFI Inc. and the chairman of Opulence Optronics Co., Ltd. During year 2011and 2020, he served as the chairman of EMPIRE VISION OPTICAL CO., LTD., the director of Fuli Management Consulting Co., Ltd., and the chairman of Unicon Optical Co., Ltd. Currently, he is the chairman of Fuhan Investment Co., Ltd. and the independent director of Advanced Optoelectronic Technology, Inc.

Chia-Ming Chai Independent Director Ms. Chia-Ming Chai holds a master's degree from the Law Institute of the University of Washington in the United States. She is qualified as a lawyer and has more than 25 years of experience in legal affairs. She has been an independent director, remuneration committee and audit committee of the Company since November 2010. Before that, during year 1993 and 2010, Ms. Chia-Ming Chai served as the lawyer of Chen Shyuu & Pun Law Offices, the senior lawyer of Chen & Lin Attorneys-at-Law, the legal manager of Taiwan Yum KFC Co., Ltd., and the director of TAIT MARKETING & DISTRIBUTION CO., LTD. She is currently the vice president of international and legal affairs of Uni-President Enterprise Co., Ltd., the director of several subsidiaries of Uni-President Group, the supervisor of icash Co., Ltd., and the director of Grand Bills Finance Corp.

Nai-Shin Lai Independent Director Mr. Nai-Shin Lai holds a bachelor's degree in business administration from National Taiwan University and possesses over 25 years of professional experience in researching the development trends of the electronics and semiconductor industries. He has been an independent director, remuneration committee and audit committee of the Company since November 2010. Before that, Mr. Nai-Shin Lai served as a researcher for the electronics industry and the deputy manager of the proprietary trading department in Masterlink Securities Inc. from September 1995 to September 2000. From October 2000 to September 2002, he served as the head of the proprietary trading department of Chung Hsing Securities Corporation. From October 2002 to May 2005, he served as the manager of the proprietary trading department of Barits Securities Corporation. From May 2005 to May 2008, he was the fund manager of Wharton Taiwan Fund in Wharton Asset Management Co., Ltd. From May 2008 to December 2014, he served as the vice president of FINE ACE ASSET MANAGEMENT CO., LTD. At present, he is serving as the supervisor of BE Epitaxy Semiconductor Technology Co., Ltd.

Ching-Ming Chen Independent Director Mr. Ching-Ming Chen holds a bachelor's degree from Accounting Department of Chinese Culture University, and possesses the professional qualification of CPA. He has worked as an accountant for over 25 years. Since April 2011, he has served as the independent director, audit committee and remuneration committee of the Company. Before that, during year 1991 and 2000, Mr. Ching-Ming Chen served as the accountant of Rong Cong United Certified Public Accounting Firm, the accounting manager of Daba Electronics Co., Ltd., and the financial manager of Tze Shin Transportation and Storage Co., Ltd. From February 2000 to December 2009, he served as a partner accountant of Chenghe United Accounting Firm. During June 2006 and January 2014, he served as the supervisor of Huanglong Development Co., Ltd., the independent director of Team Yang Technology Co., Ltd., the accountant of Deming Accounting Firm, the supervisor of ADVANCED-TEK SYSTEMS Co. Ltd., and the supervisor of Sysgration Ltd. Currently, he is an accountant of Trustworthy United Certified Public Accounting Firm, the supervisor of VENTEC ELECTRONICS CORPORATION, the independent director and remuneration committee of Radiant Innovation Inc., the independent director of D-Link Corporation, and the independent director of ADVANCED WIRELESS & ANTENNA INC.

Implementation of the Board’s Diversity Policy

The Company's directors possess various professional backgrounds including industry experience, finance, accounting, legal, etc. We place emphasis on the director's industry experience and set the target rate at 50%. Four out of seven directors, who are Mr. Chou-Chye Huang, Mr. Wei-Heng Shan, Mr. Kevin Chia, Mr. and Mr. Shi-Hao Liu, possess industry experience, reaching the target rate of 57%. In addition, we focus on gender equality of the Board of Directors and set the target rate of female directors at 10%. Currently one out of seven directors is female, reaching the target rate of 14%.

Name Diversity	Chou-Chye Huang (Note1)	Wei-Heng Shan (Note1)	Kevin Chia	Shi-Hao Liu	Chia-Ming Chai	Nai-Shin Lai	Ching-Ming Chen
Nationality	R.O.C.	R.O.C.	R.O.C.	R.O.C.	R.O.C.	R.O.C.	R.O.C.
Gender	Male	Male	Male	Male	Female	Male	Male
Age (Note2)	◉	◉	◉	◉	◉	◉	◉
Tenure (Note3)					12 years	12 years	11 years
Adjunct (Note4)
Financial & Accounting
Management & Administration
Industrial Experience
Leadership & Decision Making
Legal Profession

• (Note1) Sunplus Technology Co., Ltd., Representative of Legal Entity
• (Note2) Age : ◉ 45~50 , ◉ 51~60 , ◉ 61~70
• (Note3) Tenure : Independent Director’s Job Tenure
• (Note4) Adjunct : Adjunct Employee of the Company

Audit Committee

Responsibilities of the Audit Committee

The Audit Committee is responsible for assisting the Board of Directors in performing its supervisory duties and exercising its functions and powers under the Securities and Exchange Act, the Company Act and other laws and regulations, and regularly communicates with the company's certified public accountants and reviews the selection, independence and performance of the certified public accountants. At the same time, the company's internal auditors will regularly submit audit summary reports to the audit committee according to the annual audit plan, and the audit committee will also regularly evaluate the company's internal control system, internal auditors and their work.

The Company's Audit Committee is composed of 3 independent directors, and its main duty is to assist the Board of Directors supervising the Company's accounting, auditing, financial report process, financial control, etc.

The Audit Committee's primary reviewing items are as follows：

1. The appropriate financial reporting of the Company.
2. The appointment of independent auditors and their independence evaluation.
3. The effectiveness of internal control.
4. The Company's compliance with government laws.
5. Control for existing or potential risks.

Audit Committee Members

Title	Name	Educational Background& Major Working Experiences
Independent Director	Nai-Shin Lai(Chairman)	B.S., Department of Business Administration, National Taiwan University Vice President of Hua Yan Asset Management Company Fund Manager of Paradigm Asset Management Co., Ltd. Manager of Proprietary Trading Department, Mega Securities Co., Ltd.
Independent Director	Chia-Ming Chai	LL.M., University of Washington, USA Vice President of International Affairs , Uni-President Enterprises Corp. Legal Manager, Yum! Restaurants (Taiwan) Co., Ltd. Lawyer of Chien & Lin Attorneys-at-Law
Independent Director	Ching-Ming Chen	B.S., Department of Accounting, Chinese Culture University, Taiwan CPA of Trust Worthy CPA Firm Finance Manager of Tze-Shin Transportation & Terminal Co., Ltd.

The attendance of Audit Committee

1. The Company's Audit Committee is composed of 3 members.
2. The Audit Committee convene 6 meetings in year 2022. The attendance of 3 independent directors is as follows：

Independent Director	Attendance Times Required	Actual Attendance Times
Nai-Shin Lai (Chairman)	6	6
Chia-Ming Chai	6	6
Ching-Ming Chen	6	6

Main works of Audit Committee in year 2022

The Audit Committee held 6 meetings in year 2022, and the matters considered mainly included as follows :

1. Fair presentation of financial statements
2. Effectiveness of internal control system
3. Appointment of Certified Public Accountants and their independence assessment
4. Discussion on the revision of Company’s management measures
5. Self-evaluation questionnaire for Audit Committee’s performance evaluation

Audit Committee's Review Report

The Board of Directors has prepared and submitted to us the Company's 2022 Business Report, Financial Statements, and proposal for earnings distribution. Financial Statements were audited by Deloitte & Touche and they issued an audited report accordingly. We, as the Audit Committee of the Company, have reviewed the Business Report, Financial Statements, and proposal for earnings distribution and do not find any discrepancies.

Evaluation for the Effectiveness of Internal Control System

The Audit Committee has reviewed the effectiveness of policy and process of the Company's internal control and considers that the Company's risk management and internal control system are effective with the necessary supervision mechanism.

The hiring of an attesting CPA

To assure the independence of Certified Public Accounting firm, the Company's Audit Committee formulated independence evaluation form referred to Article 47 of "Certified Public Accountant Act" and Article 10 of "The Norm of Professional Ethics for Certified Public Accountant of the Republic of China", to evaluate if the CPAs are stakeholders of, or carry financial benefits and conduct business transactions with the Company. Tung-Hui Yeh accountant and Ya Yun Chang accountant of Deloitte & Touche qualified for the independence assessment resolved by the 3rd times, 5th session Audit Committee’s and 5th times, 7th session Board of Directors' meetings both held on December 8, 2022.

The Meeting Summaries of Audit Committee
The bills and resolutions of Audit Committee, and the Company’s acts for the Audit Committee's resolutions in year 2022 are described as below：

Board of Directors	The bills and following procedures	Article 14-5 of Securities and Exchange Act	Resolutions failed to be passed by Audit Committee, but approved by more than 2/3 of board members
The 17th times, 6th session February 23, 2022	Discussion for internal control system statement of year 2021 Discussion for consolidated financial statements of year 2021		None
	Resolutions of Audit Committee : Approved as proposed by all committees
	Company's acts for the Audit Committee's resolutions : Approved as proposed by all present board members
The 18th times, 6th session April 11, 2022	Discussion on the revision of the Company's "Rules of Procedure for Shareholders' Meeting"		None
	Resolutions of Audit Committee : Approved as proposed by all committees
	Company's acts for the Audit Committee's resolutions : Approved as proposed by all present board members
The 19th times, 6th session May 5, 2022	Discussion for 2022/Q1 consolidated financial statements		None
	Resolutions of Audit Committee : Approved as proposed by all committees
	Company's acts for the Audit Committee's resolutions : Approved as proposed by all present board members
The 3rd times, 7th session August 2, 2022	Discussion for 2022/Q2 consolidated financial statements		None
	Resolutions of Audit Committee : Approved as proposed by all committees
	Company's acts for the Audit Committee's resolutions : Approved as proposed by all present board members
The 4th times, 7th session November 8, 2022	Discussion for 2022/Q3 consolidated financial statements		None
	Resolutions of Audit Committee : Approved as proposed by all committees
	Company's acts for the Audit Committee's resolutions : Approved as proposed by all present board members
The 5th times 7th session December 8, 2022	Discussion for hiring and independence evaluation of CPA of year 2023		None
	Resolutions of Audit Committee : Approved as proposed by all committees
	Company's acts for the Audit Committee's resolutions : Approved as proposed by all present board members

Remuneration Committee Members

Responsibilities of the Remuneration Committee

The Remuneration Committee establishes a performance-related remuneration system for the company from an independent and detached perspective, faithfully performs the functions and powers entrusted by the board of directors, and regularly proposes remuneration system plans or suggestions to Board for discussions and resolutions. The duties of the Remuneration Committee are as follows:

1. Review the Company's remuneration regulations periodically and propose for modification opinions.
2. Devise and regularly review the performance evaluation of directors and executives, and the remuneration and benefit policies, rules, standards, and structure.
3. Regularly assess the remuneration and benefits for directors and executives.

Title	Name	Educational Background& Major Working Experiences
Independent Director	Ching-Ming Chen(Chairman)	B.S., Department of Accounting, Chinese Culture University, Taiwan CPA of Trust Worthy CPA Firm Finance Manager of Tze-Shin Transportation & Terminal Co., Ltd.
Independent Director	Chia-Ming Chai	LL.M., University of Washington, USA Vice President of International Affairs , Uni-President Enterprises Corp. Legal Manager, Yum! Restaurants (Taiwan) Co., Ltd. Lawyer of Chien & Lin Attorneys-at-Law
Independent Director	Nai-Shin Lai	B.S., Department of Business Administration, National Taiwan University Vice President of Hua Yan Asset Management Company Fund Manager of Paradigm Asset Management Co., Ltd. Manager of Proprietary Trading Department, Mega Securities Co., Ltd.

The Attendance of Remuneration Committee

1. The Company's Remuneration Committee is composed of 3 members.
2. The Remuneration Committee convene 3 meetings in year 2022. The attendance of 3 independent directors is as follows：

Independent Director	Attendance Times Required	Actual Attendance Times
Ching-Ming Chen (Chairman)	3	3
Chia-Ming Chai	3	3
Nai-Shin Lai	3	3

Review Remuneration Periodically

The Company has constituted “the remuneration governing regulation for directors and executives”. The Audit Committee shall meet at least twice a year to periodically review the performance evaluation and assess the remuneration and benefits of directors and executives, and the remuneration and benefit policies, rules, standards, and structure.

When exercising its duties and authorities, the Remuneration Committee shall observe the following principles：

• Director's compensation: Independent directors of the Company receive a fixed compensation. In addition, all directors may receive compensation within a limit of not exceeding 1.5% of the profit for the year, as stipulated in the Company's Articles of Incorporation, based on evaluation items such as their level of participation in the Company's operations, understanding of the Company's goals and missions, and director expertise and ongoing training. The compensation distribution ratio is determined by weighting the results of the evaluation items.
• The executive's compensation: The compensation items for managerial officers are determined based on the Company's "Director and Managerial Officer Compensation Management Measures." In addition, if the Company makes a profit for the year, not less than 1% shall be allocated for employee compensation in accordance with the Company's Articles of Incorporation. The compensation is determined based on the individual's performance and work efficiency, including their operational management ability and the achievement rate of financial and business goals. The compensation also takes into account the usual compensation standards of the industry.

The Meeting Summaries of Remuneration Committee

The bills and resolutions of Remuneration Committee, and the Company’s acts for the Remuneration Committee's resolutions in year 2022 are described as below：

The Remuneration Committee	The bills and following procedures	Resolutions	The Company's acts for the Remuneration Committee's resolutions
The 9th times, 4th session February 23, 2022	Discussions for distribution of employees' compensation and directors' remuneration of year 2021	Approved as proposed by all committees	Approved as proposed by total present directors
The 1st time, 5th session Aug 2, 2022	Discussions for employees' and the executive's bonus distribution of year 2021 Discussions for employees' and the executive's salary raise of year 2022 Discussions for the director's remuneration distribution of year 2022	Approved as proposed by all committees	Approved as proposed by total present directors
The 2nd times, 5th session Dec. 8, 2022	Discussions for remuneration rules of year 2023	Approved as proposed by all committees	Approved as proposed by total present directors

Results of performance assessment of BoD and functional committees

On August 6, 2020, the Board of Directors of the Company passed the “Measures for the Evaluation of Board Performance”, which defined the scope of the evaluation of the Board of Directors and functional committees, including the performance evaluation of the overall board of directors, individual director members and functional committees, and the performance evaluation results are used as a reference for the selection or nomination of directors. The performance evaluation results of individual directors are used as a reference for determining their individual remuneration.
The chairman's office of the Company distributes the questionnaires in December every year. After the questionnaires were uniformly collected, the scores were calculated according to the above measures, and were submitted to the Board of Directors on February 23, 2022 for the evaluation result of year 2021 (the evaluation period is from December 1, 2020 to November 30, 2021) and the direction of continuous strengthening in year 2023.

Performance evaluation results for Board and functional committee of year 2021 :

• The overall average score of the performance evaluation of the Board of Directors was 98 points. The evaluation result was excellent, indicating that the overall operation of Generalplus’ Board of Directors conformed to the spirit of corporate governance.
• The overall average score of the performance evaluation of directors was 98 points. The evaluation result was excellent, showing that the directors of the Company all had positive reviews for the efficiency and effects of the operation of various evaluation indicators.
• The overall average score of the Audit Committee was 99 points, which indicated that overall operation of the Audit Committee was complete, met the requirements of corporate governance, and effectively enhanced the Board of Directors’ functions.
• The overall average score of the Remuneration Committee was 99 points, indicating that overall operation of the Remuneration Committee was complete, in line with the requirements of corporate governance, and effectively enhanced the Board of Directors' functions.
• The measurement contents of the performance evaluation of the Board of Directors include the following items according to the evaluation scope :
  1. Involvement in Company’s operations
  2. The quality of Board’s decisions
  3. Board composition and structure
  4. Election of Directors and continuing education
  5. Internal Control
• The measurement contents of the performance evaluation of Directors include the following items according to the evaluation scope :
  1. Mastering the Company's goals and tasks
  2. Awareness of Directors' responsibilities
  3. Involvement in Company’s operations
  4. Internal relationship management and communication
  5. Professionalism and continuing education of Directors
  6. Internal control
• The measurement contents of the performance evaluation of Remuneration Committee include the following items according to the evaluation scope :
  1. Involvement in Company’s operations
  2. Perception of the functional committee’s responsibilities
  3. Decision-making quality of the Remuneration Committee
  4. Composition and member selection of Remuneration Committee
  5. Internal control
• The Audit Committee's performance evaluation measures include the following items :
  1. Involvement in Company’s operations
  2. Perception of the Audit Committee's responsibilities
  3. Decision-making quality of the Audit Committee
  4. Composition and member selection of the Audit Committee
  5. Internal control

Succession Planning and Operational Status of Members of the Board of Directors and Key Management

Succession Planning and Operational Status of Board Members

According to the "Corporate Governance Best Practice Principles" and "Procedures for Election of Board of Directors", the Company implements the diversity policy of the board of directors. At present, there are 7 directors (including 3 independent directors) with professional backgrounds such as industrial experience, business, accounting, and legal affairs, and possess the required knowledge and ability to perform their duties. The Company also attaches great importance to the succession planning of board members by arranging the president to serve as a director concurrently. Top executives join the board of directors to familiarize themselves with the operation of the board of directors and effectively implement the succession planning of board members.
In addition, in order to implement corporate governance, improve the functions, and strengthen the operational efficiency of the board of directors, the Company conducts a performance evaluation of the board of directors at the end of each year in accordance with the "Performance Evaluation Measures of the Board of Directors" and takes the result as a reference for nominating directors in the future.

Succession Planning and Operational Status of Key Management

Candidates for succession reserve of top executives of the Company must possess excellent professional ability and the characteristics of integrating resources to achieve goals, and have the potential to motivate the team to create sustainable value for the Company. The Company follows the measures of "Performance Management" and "Job Promotion to Managerial Level" to cultivate and operate succession planning through the following methods :

1. Top Executives Team Building
   The top executives regularly organize team building activities (Team Building) every year. Senior and novice executives can communicate and share experiences, establish the Company's own management culture and team understanding. Through various forms of team activities, let the top executives have a better understanding of each other, unite consensus, and enhance morale and momentum.
   
   
2. Deputy System, Regular Performance Appraisal and Communication
   Managers at all levels select deputies for inheritance and experience sharing. Every six months (mid-year and year-end) make a performance review for the half-year implementation results of on-job training, focusing on success and regret as an important reference for learning and growth. Through interviews and discussions to set goals for the next stage and formulate a training course plan based on personal characteristics and status, so that successors can gain valuable management and implementation experience in practical work and learn relevant knowledge and skills needed in the future in advance, expanding their horizons and visions.
   
   
3. Counseling of Management and Communication Skills
   Check for the required management and communication courses before being promoted to the next level of supervisors, to supplement the necessary management and communication skills, and to make promotion at the appropriate stage.
   
   
4. Cross-unit Communication and Coordination Ability Training and Recognition
   The promotion to the top executive level needs to be passed by the review meeting of the management level. The successor usually needs to accumulate cross-department communication and coordination skills and experience before he can get the recognition of all the management in the review meeting.

Supervisor of Corporate Governance

The set-up, business implementation, and training status of the supervisor of corporate governance

• Set-up :
  On February 26, 2021, the Company's Board of Directors approved the appointment of Liu, Shu-qin, Senior Director of the Administrative Management Center, as the Company's Corporate Governance Officer. To strengthen the group's corporate governance culture and align its development direction, the Board of Directors approved the appointment of Chen, Mei-juan, Corporate Governance Officer of the parent company, Sunplus Technology Co., Ltd., as the Company's Corporate Governance Officer on February 20, 2023. The main responsibilities include handling the meetings of the Board of Directors and shareholders in accordance with the law, preparing the minutes of the Board of Directors and shareholders' meetings, assisting directors in their appointment and continuous training, providing directors with the necessary information for their duties, assisting directors in complying with laws and regulations, reporting to the Board of Directors on the review results of the qualifications of independent directors during the nomination, appointment, and tenure in accordance with relevant laws and regulations, and handling matters related to changes in the Board of Directors, etc.
  
  
• Implementation of corporate governance business in year 2022 is as follows :
  1. Provide directors with related information required in conducting business and arranged for profession enhancement.
  2. Conduct matters relating to Board's and Shareholders’meetings. Decide whether or not to declare material announcement after each meeting, and ensure the legality and accuracy of the contents of material announcements to avoid investors’information asymmetry.
  3. A notice of board convening and meeting materials shall be issued seven days before the meeting, but in case of emergency, it may be convened at any time, and the meeting shall be reminded in advance for the avoidance of interests. The meeting minutes of the board of directors shall be completed within 20 days after the meeting.
  4. Handle pre-registration of the date of the shareholders’ meeting in accordance with the law, and make meeting notice, meeting handbook, and meeting minutes within the statutory time limit.
• The training status of the corporate governance supervisor in year 2022 is as follows :

Name/Title	Organizer	Course	Date		Duration (Hours)
			From	To
Liu, Shu-Qin Senior Director of Administrative Management Center / Corporate Governance Officer	Accounting Research and Development Foundation	Practical analysis of sustainability reports under the Corporate Governance 3.0 policy	February 24, 2022	February 24, 2022	3
	Accounting Research and Development Foundation	Latest developments in the profit-seeking enterprise income tax law and corporate response strategies	February 24, 2022	February 24, 2022	3
	Accounting Research and Development Foundation	Corporate collaboration with accountants in audit practices: handling, assessing, and mitigating significant risks of untimely expression	February 25, 2022	February 25, 2022	3
	Accounting Research and Development Foundation	Analysis of the application and legal liability of "commercial arbitration" in enterprises	February 25, 2022	February 25, 2022	3
	Accounting Research and Development Foundation	Conceptual analysis of ISSB S2 Standard "Climate-related Information Disclosure"	September 14, 2022	September 14, 2022	3
	Accounting Research and Development Foundation	Reading TCFD reports: grasping key information	September 26, 2022	September 26, 2022	3
Chen, Mei-Juan Manager of the Chairman's Office at Sunplus Technology Co., Ltd. / Corporate Governance Officer	Accounting Research and Development Foundation	Regulations and common deficiencies in corporate financial reporting preparation	March 09, 2022	March 09, 2022	3
	Securities and Futures Institute	2022 Annual Insider Trading Prevention Promotion Conference	June 10, 2022	June 10, 2022	3
	Corporate Operating and Sustainable Development Association	Discussing Taiwanese business management and M&A strategies from the perspective of global political and economic trends	July 28, 2022	July 28, 2022	3
	Corporate Operating and Sustainable Development Association	Offense and defense in non-consensual M&A and the responsibilities of corporate executives	August 10, 2022	August 10, 2022	3
	Chinese National Association of Industry and Commerce	Corporate sustainability inheritance - Company directors, shareholder inheritance transition, and trends in the development of Asian family offices	September 28, 2022	September 28, 2022	3
	Corporate Operating and Sustainable Development Association	Legal norms and risk liabilities that directors, supervisors, and insiders must know under corporate governance	October 19, 2022	October 19, 2022	3

Internal Audit

Internal Major Regulations

Major Shareholders

MAJOR SHAREHOLDER'S NAME	SHARES	PERCENTAGE
Sunplus Technology Co., Ltd.	37,324,304	34.30%
Lin Shih Investment Co., Ltd.	14,892,301	13.69%
BANK OF KAOHSIUNG CO., LTD.	1,759,000	1.62%
Standard Chartered Custody Cambria Emerging Shareholder Yield ETF Investment Account	1,107,000	1.02%
Chen, Jing-Song	1,047,000	0.96%
Standard Chartered Custody of Teachers' Retirement System of the State of Illinois Investment Special Account	794,000	0.73%
Zhu, Hou-xiang	750,000	0.69%
Xie, Yong-shen	614,000	0.56%
Standard Chartered Custody, Oregon Public Employees Retirement System Investment Special Account	537,000	0.49%
Liu, De-zhong	450,000	0.41%
Wang, Shi-rong	450,000	0.41%

202220212020201920182017

Communications with Independent Directors

The communication channels among independent directors, CPAs, and head of internal auditor

• Convene at least one communication meeting per year with independent directors, CPAs, and head of internal auditor, to discuss the execution status of internal auditing, the review or audit results of the Company’s financial statements by CPAs, the audit status of internal control, the modifications and announcements of IFRSs standards, etc.
• The head of internal auditor not only periodically delivers internal auditing report to independent directors, but also presents the execution status of internal auditing to independent directors during quarterly Audit Committee’s meetings.

Information Security Risks

Management Structure

• The Company's Information Management Department (MIS), which is composed of one manager and several professional personnel, is in charge of its information security and the set-up, planning and execution of internal information security policy and workflow.
• To lift the information security management level, MIS is directly under the President office, and regularly reports to the President about the information management procedures and execution results.
• Our internal auditor examines regularly and asks for the improvement measures right away if any deficiencies are detected. In addition, the internal auditor regularly tracks the improvement results to lower internal information security risks effectively.

Information Security Policy

The Company's information security policy comprise the following three scopes：

1. System Regulation：Constitute the regulation of information operation management to standardize employees' information security behavior. The regulation is reviewed periodically and would be adjusted as needed.
2. System Application：To guard against outer information security threats, we set up not only Multi-Tier Network Structure but also various information security guard systems to lift the security level.
3. Personnel Training：Periodically conduct educational trainings of information security for employees to raise their awareness for information security.

Management Plan

The Company's management plans for information security are described as follows：

Items	Management Plans
Terminal Security Management	Antivirus softwares are all deployed by administrator control center for entire internal servers and clients. Virus patterns are updated at all times and malicious acts are identified to intercept Virus, Trojan, Horse Worm, Ransomware, Malwares, etc. and effectively lower the risks by hacker's attacks.
Network Access Security Management	Company's internal system is isolated from internet and multiple network security guard system is adopted. Firewalls and Intrusion Detection and Prevention Systems (IDS) can defense attacks from internet and block the newest malwares and Phishing/Pharming.
System Access Account Security Management	Personnel are all asked to log in with dedicated ID for system operation or surfing the internet. Information systems are all passwords required and users are mandated to update their passwords periodically. Every user is granted specific permissions for data access according to his/her business and duties, and all the changes must be authorized by supervisors. User’s account and permission are revoked immediately once he/she leaves or transfer from current position to avoid unauthorized uses.
Physical Device and Environment Security Management	Host computer and its related storage and internet equipment are set up in a specific computer facility, which is equipped with environmental monitoring system and UPS to avoid damages caused from unstable voltage or unexpected blackout. MIS takes charge of the computer facility and people are not allowed to enter with authorization.

Resources invested in information security management for year 2022

1. Regular and irregular upgrades of hardware and software, as well as patching of security vulnerabilities.
2. Information security personnel attended 6 online information security seminars and courses.
3. All new employees completed online information security education and training.
4. Conducted employee information security campaigns for 4 times.
5. Carried out 2 information security incident response drills.
6. Vulnerability scanning and penetration testing for security vulnerabilities were performed annually.

Intellectual Property Management and Implementation

Intellectual Property Management

Generalplus has established the intellectual property (aka IP) management policy to develop and maintain the IP rights in all aspects, and more importantly enforce the rights against infringement. Furthermore, we’re also continuously evaluating the possible IP risks from time to time and take necessary measures to protect our intangible assets as well. Through strengthening our core technology and competitiveness keeps Generalplus at a leading position in the industry.

1. Patent
   Our patent management mainly focuses on building and maintaining effective patent portfolios. New inventions will be first reviewed by our internal patent committee, formed by the directors of engineering and marketing divisions, to determine the most suitable way to protect it, either filing a utility patent application to an official authority or keeping it as an invention secret inside the company. Our goal is clear and defined- continuously piling up our innovation in quality and quantity, keeping Generalplus at the top position in the industry.
   
   
2. Copyright
   Generalplus’s internal code strictly requires employees not to infringe the copyrights of others while performing duties, and often disseminates practical copyright news, laws, and real cases to the employees on a monthly basis. In addition, we also invite experts in the area to instruct our employees abiding the copyright regulations to defend our copyright and respect the rights of others.
   
   
3. Trademark
   The company's trademark management mainly involves trademark application, maintenance and utilization. Registering a new trademark for dedicated technical logos or symbols, for instance, is normally conducted by working with our long-term partnership IP firm.
   
   
4. Integrated Circuit Layout
   Any innovative integrated circuit layout will be registered to official authority in specific regions and countries to prevent the layout of the product from maliciously copied.
   
   
5. Trade Secret
   The company's trade secret protection is mainly relied on requesting new employees to sign confidentiality agreement in the first place and providing the courses of trade secret in the training program for new employees. For current employees in the company, we often distribute the relevant news and real cases and providing the training courses to remind our employees the proper ways to protect our trade secret. Our HR department is responsible for informing those, who will be resigned from the company, their obligations of keeping company's confidentiality.

Implementation

Generalplus reported to the Company’s board of directors on December 8, 2022 about the implementation of intellectual property management, and proposed the possible risks and countermeasures for intellectual property.

1. Employee and equipment management- creating restrict access control for employee's entry/exit, and use of equipment. Apply various surveillance system and software to prevent the trade secrets away from leak out.
2. Publicizing and educating– Publicize and educate employees understand the importance of protecting company's trade secrets.

Till 2022/11, the valid intellectual property right is listed as follows :

• Number of patent valid worldwide : 104
• Number of trademark registered worldwide : 18
• Number of integrated circuit layout registered worldwide : 8