
Responsibilities of the Board of Directors
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. |
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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. |
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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. |
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Nai-Shin Lai
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. |
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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. |
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Wei-Min Lin
Independent Director Mr. Wei-Min Lin holds a Ph.D. in Public Finance from National Chi Nan University and is a certified public accountant with over 30 years of experience working in accounting firms. He has served as an Independent Director and a member of the Audit Committee of the Company since May 2025, and as a member of the Remuneration Committee since June 2025. Mr. Lin was the Managing Partner of Wei-Min Lin CPA Firm from 1992 to 2025. From 2009 to 2021, he served as Supervisor and Director of Sunplus Technology Co., Ltd., Supervisor of Generalplus Technology Inc., and Supervisor of Giantplus Technology Co., Ltd. From 2013 to 2022, he was an Independent Director of Fong Siang Holdings (Cayman) Co., Ltd. Since 2022, he has served as Director of SinoPac Leasing Co., Ltd. and SinoPac Capital International (Hong Kong) Limited, and as Supervisor of Vietnam Precision Industrial Joint Stock Company. |
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Chih-Chung Tsai
Independent Director Mr. Chih-Chung Tsai holds a Master’s degree from the Institute of Electronics at National Chiao Tung University. He has served as an Independent Director and a member of the Audit Committee of the Company since May 2025, and as a member of the Remuneration Committee since June 2025. From 1987 to 2001, Mr. Tsai held various management positions, including Associate Vice President at SiS (Silicon Integrated Systems Corp.), Manager and Vice President at Yu-Ching Technology Co., Ltd., and Associate Vice President at Sunplus Technology Co., Ltd. Since 2001, he has served as Vice Chairman of Himax Technologies, Inc. |
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Name
Diversity
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Chou-Chye Huang (Note1) | Wei-Heng Shan (Note1) |
Kevin Chia | Nai-Shin Lai | Chia-Ming Chai | Wei-Min Lin | Chih-Chung Tsai |
|---|---|---|---|---|---|---|---|
| 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) | 14 years | ||||||
| Adjunct (Note4) | ![]() |
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| Financial & Accounting | ![]() |
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| Management & Administration | ![]() |
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| Industrial Experience | ![]() |
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| Leadership & Decision Making | ![]() |
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| Legal Profession | ![]() |
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Responsibilities of the Audit Committee
Members of the Sixth Audit Committee| Title | Name | Educational Background& Major Working Experiences |
|---|---|---|
| Independent Director | Wei-Min Lin | Ph.D., Public Finance, National Chi Nan University Partner, Wu-Yi United CPAs Director, SinoPac Leasing Co., Ltd. Director, SinoPac Capital International (Hong Kong) Limited Supervisor, Vietnam Precision Industrial Joint Stock Company Managing Partner, Wei-Min Lin CPA Firm Independent Director, Fong Siang Holdings (Cayman) 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 | Chih-Chung Tsai | Vice Chairman, Himax Technologies Inc, Associate General Manager, Silicon Integrated Systems Corp. Vice President, Yu-Ching Technology Co., Ltd. Chief Technology Officer (CTO), Himax Technologies Inc, |

Attendance of the 5th Audit Committee| Independent Director | Attendance Times Required | Actual Attendance Times |
|---|---|---|
| Nai-Shin Lai (Chairman) | 5 | 5 |
| Chia-Ming Chai | 5 | 5 |
| Ching-Ming Chen | 5 | 5 |

Main works of Audit Committee in year 2024
Audit Committee's Review Report
Evaluation for the Effectiveness of Internal Control System
The hiring of an attesting CPA
The Meeting Summaries of Audit Committee | Audit Committee | 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 9th times 5th session February 22, 2024 |
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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 10th times 5th session May 8, 2024 |
Discussion for 2024/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 11rd times 5th session August 7, 2024 |
Discussion for 2024/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 12th times 5th session November 6, 2024 |
Discussion for 2024/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 13th times 5th session December 5, 2024 |
Discussion for 2025 Auditing Plan | ![]() |
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 | |||

Responsibilities of the Remuneration Committee
Members of the Sixth Remuneration Committee| Title | Name | Educational Background& Major Working Experiences |
|---|---|---|
| Independent Director | Wei-Min Lin | Ph.D., Public Finance, National Chi Nan University Partner, Wu-Yi United CPAs Director, SinoPac Leasing Co., Ltd. Director, SinoPac Capital International (Hong Kong) Limited Supervisor, Vietnam Precision Industrial Joint Stock Company Managing Partner, Wei-Min Lin CPA Firm Independent Director, Fong Siang Holdings (Cayman) 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 | Chih-Chung Tsai | Vice Chairman, Himax Technologies Inc, Associate General Manager, Silicon Integrated Systems Corp. Vice President, Yu-Ching Technology Co., Ltd. Chief Technology Officer (CTO), Himax Technologies Inc, |

Attendance of the 5th Remuneration Committee| 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 Meeting Summaries of Remuneration Committee| The Remuneration Committee | The bills and following procedures | Resolutions | The Company's acts for the Remuneration Committee's resolutions |
|---|---|---|---|
| The 6th times 5th session February 22, 2024 |
Discussions for distribution of employees' compensation and directors' remuneration of year 2023 | Approved as proposed by all committees | Approved as proposed by total present directors |
| The 7th times 5th session August 7, 2024 |
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Approved as proposed by all committees | Approved as proposed by total present directors |
| The 8nd times 5th session Dec. 5, 2024 |
Discussions for remuneration rules of year 2025 | Approved as proposed by all committees | Approved as proposed by total present directors |

Performance evaluation results for Board and functional committee of year 2023 :
Succession Planning and Operational Status of Board Members
Succession Planning and Operational Status of Key Management

The set-up, business implementation, and training status of the supervisor of corporate governance| Name/Title | Organizer | Course | Date | Duration (Hours) |
|
|---|---|---|---|---|---|
| From | To | ||||
| Chen, Mei-Juan Corporate Governance Officer |
Corporate Operating and Sustainable Development Association | The Latest Developments and Impacts of the CFC Act | August 15, 2024 | August 15, 2024 | 3 |
| Securities and Futures Institute | 2024 Prevention of Insider Trading and Insider Equity Transactions Advocacy Seminar | September 20, 2024 | September 20, 2024 | 3 | |
| Corporate Operating and Sustainable Development Association | Workplace Labor Disputes, Resolution Mechanisms and Case Sharing | October 25, 2024 | October 25, 2024 | 3 | |
| Corporate Operating and Sustainable Development Association | Analysis of Board of Directors' Practice Disputes | November 27, 2024 | November 27, 2024 | 3 | |
| Securities and Futures Institute | Sustainable Development Committee and Chief Sustainability Officer Forum | December 04, 2024 | December 04, 2024 | 3 | |

Internal ControlThe company's internal audit function is an independent unit that reports directly to the Board of Directors, and shall appoint qualified persons in an appropriate number as full-time internal auditors according to size, business condition, management needs, and other applicable laws and regulations. There is one employee dedicated to internal audit.
The charter of internal audit is to review the internal controls in the company's processes and to report on those controls with respect to the adequacy, effectiveness, and efficiency of their design as well as their actual functioning on day-to-day basis. The company's internal audit examines the process and results of annual self-assessment by departments and subsidiaries and consolidates related reports for the Board of Directors and president to evaluate the overall efficiency of existing internal control systems before generating an internal control system statement.
The majority of the audit work is executed according to an annual plan, which needs to be approved by the Board of Directors. Such plan will take into account risks that have been identified. Special audits or reviews are conducted as needed. The combination of the regular audits and the special projects provide management with feedback on the functioning of the internal control system; it gives management an additional channel to learn about existing or possible future weaknesses in the system, and addresses them in a timely manner.

Internal Audit Workflow| MAJOR SHAREHOLDER'S NAME | SHARES | PERCENTAGE |
|---|---|---|
| Sunplus Technology Co., Ltd. | 37,117,304 | 34.11% |
| Lin Shih Investment Co., Ltd. | 14,892,301 | 13.69% |
| Standard Chartered Custody – Illinois Teachers’ Retirement System Investment Account | 774,000 | 0.71% |
| JPMorgan Custody – JPMorgan Securities Ltd. Investment Account | 681,879 | 0.63% |
| Lin, Kao-huang | 600,000 | 0.55% |
| HSBC Custody – Acatis Emerging Markets Small Cap Equity Fund Ltd. Investment Account | 555,000 | 0.51% |
| Citibank Custody – Barclays Capital SBL/PB Investment Account | 451,000 | 0.41% |
| Liu, De-zhong | 450,000 | 0.41% |
| HSBC Custody – Massachusetts Pension Reserves Investment Trust Investment Account | 375,000 | 0.34% |
| JPMorgan Custody – BUMA Global Fund I Investment Account | 367,000 | 0.34% |

The communication channels among independent directors, CPAs, and head of internal auditor
Management Structure
Information Security Policy
Management Plan| 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 |
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| 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 2024
Intellectual Property Management
Implementation