Committees

Communications between Independent Directors and Internal/Independent Auditors

1.The Internal Audit head, the independent auditors and independent directors can contact each other as needed. The communication channels are seamless.
2.In addition to the monthly audit reports received by the independent directors of the company, the Internal Audit head also presents the important matters concerning the company and its subsidiaries with independent directors during the Audit Committee's quarterly meetings and annually separate meeting. The business report has fully communicated the execution status and effectiveness of the audit business.
3.The Company's independent auditors reports to the independent directors on the audit results and findings of the financial statements during the Audit Committee's quarterly meetings and separate meeting at least once a year.

Audit Committee

During quarterly meetings of Audit Committee, accountants present the findings of their quarterly review or audits on Unimicron’s financial results. Under applicable laws and regulations, accountants also communicate any material matters that they have discovered to Unimicron. The head of Internal Audit presents the findings of all audit reports and the execution of Unimicron’s internal audit and internal control in quarterly meetings of Audit Committee.

Excerpts from previous communications : The following table.

Date	Independent Directors & CPA Descriptions of the major matters	Result	Independent Directors & Internal Audit Descriptions of the major matters	Result
2022/02/22 Audit Committee	The findings of the audit on Unimicron’s financial results for 2021. 1.Audit area 2.Financial results, performance and financial percentage analysis 3.Communication items with corporate unit after reviewing	For Board’s approval	1.The findings of the internal audit for 2021 2.Annual Audit Report on the 2021 Internal Audit	Noted For Board’s approval
2022/04/26 Audit Committee	The findings of the audit on Unimicron’s financial results for 2022 Q1 1.Audit area 2.Financial results, performance and financial percentage analysis 3.Communication items with corporate unit after reviewing	For Board’s approval	1.The findings of the internal audit for 2022 Q1	Noted
2022/07/26 Audit Committee	The findings of the audit on Unimicron’s financial results for 2022 Q2 1.Audit area 2.Financial results, performance and financial percentage analysis 3.Communication items with corporate unit after reviewing	For Board’s approval	1.The findings of the internal audit for 2022 Q2	Noted
2022/10/25 Audit Committee	The findings of the audit on Unimicron’s financial results for 2022 Q3 1.Audit area 2.Financial results, performance and financial percentage analysis 3.Communication items with corporate unit after reviewing	For Board’s approval	1.The findings of the internal audit for 2022 Q3	Noted
2022/12/02 Meeting (separate meeting)	Accountant communication focus: 1. Explain the 111 annual review plan and review scope 2. Explain the independence of accountants 3. Audit quality index information 4. Revision of the International Code of Practice Ethics	Noted and no other suggestions	Key points of internal audit communication: 1. Information security management 2. Industrial safety and fire management 3. Annual audit of real estate, plant and equipment 4.112 Annual audit plan	Noted and no other suggestions

Date	Independent Directors & CPA Descriptions of the major matters	Result	Independent Directors & Internal Audit Descriptions of the major matters	Result
2021/02/23 Audit Committee	The findings of the audit on Unimicron’s financial results for 2020. 1.Audit area 2.Financial results, performance and financial percentage analysis 3.Communication items with corporate unit after reviewing	For Board’s approval	1.The findings of the internal audit for 2020 2.Annual Audit Report on the 2020 Internal Audit	Noted For Board’s approval
2021/04/27 Audit Committee	The findings of the audit on Unimicron’s financial results for 2021 Q1 1.Audit area 2.Financial results, performance and financial percentage analysis 3.Communication items with corporate unit after reviewing	For Board’s approval	1.The findings of the internal audit for 2021 Q1	Noted
2021/07/27 Audit Committee	The findings of the audit on Unimicron’s financial results for 2021 Q2 1.Audit area 2.Financial results, performance and financial percentage analysis 3.Communication items with corporate unit after reviewing	For Board’s approval	1.The findings of the internal audit for 2021 Q2	Noted
2021/10/26 Audit Committee	The findings of the audit on Unimicron’s financial results for 2021 Q3 1.Audit area 2.Financial results, performance and financial percentage analysis 3.Communication items with corporate unit after reviewing	For Board’s approval	1.The findings of the internal audit for 2021 Q3	Noted
2021/12/22 Meeting (separate meeting)	The Company's independent auditors discussed and communicated with the independent directors. 1.Explain the roles and responsibilities of the lead accountant. 2.Explain the inspection plan and inspection scope. 3.Explain the independence of accountants.	Noted and no other suggestions	1.The head of internal audit explained the systemization of self-assessment operations and the consideration factors and risk assessments of the 2022 audit plan. 2.The independent directors discussed and communicated with the internal auditors and independent auditors.	1.Noted and no other suggestions 2.In response to industrial safety and information security laws and regulations, industrial safety and information security risk management should be strengthened.

Date	Independent Directors & CPA Descriptions of the major matters	Result	Independent Directors & Internal Audit Descriptions of the major matters	Result
2020/03/27	The findings of the audit on Unimicron’s financial results for 2019. 1.Audit area 2.Financial results, performance and financial percentage analysis 3.Communication items with corporate unit after reviewing	For Board’s approval	1.The findings of the internal audit for 2019 2.Annual Audit Report on the 2019 Internal Audit	Noted For Board’s approval
2020/05/07	The findings of the audit on Unimicron’s financial results for 2020 Q1 1.Audit area 2.Financial results, performance and financial percentage analysis 3.Communication items with corporate unit after reviewing	For Board’s approval	1.The findings of the internal audit for 2020 Q1	Noted
2020/07/28	The findings of the audit on Unimicron’s financial results for 2020 Q2 1.Audit area 2.Financial results, performance and financial percentage analysis 3.Communication items with corporate unit after reviewing	For Board’s approval	1.The findings of the internal audit for 2020 Q2	Noted
2020/10/27	The findings of the audit on Unimicron’s financial results for 2020 Q3 1.Audit area 2.Financial results, performance and financial percentage analysis 3.Communication items with corporate unit after reviewing	For Board’s approval	1.The findings of the internal audit for 2020 Q3	Noted

Date	Independent Directors & CPA Descriptions of the major matters	Result	Independent Directors & Internal Audit Descriptions of the major matters	Result
2019/03/28	The findings of the audit on Unimicron’s financial results for 2018. 1.Audit area 2.Financial results, performance and financial percentage analysis 3.Communication items with corporate unit after reviewing	For Board’s approval	1.The findings of the internal audit for 2018 2.Annual Audit Report on the 2018 Internal Audit	Noted For Board’s approval
2019/05/09	The findings of the audit on Unimicron’s financial results for 2019 Q1 1.Audit area 2.Financial results, performance and financial percentage analysis 3.Communication items with corporate unit after reviewing	For Board’s approval	The findings of the internal audit for 2019 Q1	Noted
2019/08/12	The findings of the audit on Unimicron’s financial results for 2019 Q2 1.Audit area 2.Financial results, performance and financial percentage analysis 3.Communication items with corporate unit after reviewing	For Board’s approval	The findings of the internal audit for 2019 Q2	Noted
2019/11/12	The findings of the audit on Unimicron’s financial results for 2019 Q3 1.Audit area 2.Financial results, performance and financial percentage analysis 3.Communication items with corporate unit after reviewing	For Board’s approval	1.The findings of the internal audit for 2019 Q3 2.The Audit Plan for 2020	Noted For Board’s approval

Date	Independent Directors & CPA Descriptions of the major matters	Independent Directors & Internal Audit Descriptions of the major matters
2018/03/15	The findings of the audit on Unimicron’s financial results for 2017. 1.Audit area 2.Financial results, performance and financial percentage analysis 3.Communication items with corporate unit after reviewing	1.The findings of the internal audit for 2017 2.Annual Audit Report on the 2017 Internal Audit
2018/05/09	The findings of the audit on Unimicron’s financial results for 2018 Q1 1.Audit area 2.Financial results, performance and financial percentage analysis 3.Communication items with corporate unit after reviewing	1.The findings of the internal audit for 2018 Q1
2018/08/09	The findings of the audit on Unimicron’s financial results for 2018 Q2. 1.Audit area 2.Financial results, performance and financial percentage analysis 3.Communication items with corporate unit after reviewing	1.The findings of the internal audit for 2018 Q2
2018/11/12	The findings of the review on Unimicron’s financial results for 2018 Q3 1.Audit area 2.Financial results, performance and financial percentage analysis 3.Communication items with corporate unit after reviewing	1.The findings of the internal audit for 2018 Q3 2.The revisal report of Internal control systems and Internal audit rules
2018/12/20	N/A	1.The findings of the internal audit for 2018 Q4 2.The Audit Plan for 2019 3.The revisal report of Internal control systems and Internal audit rules

Date	Independent Directors & CPA Descriptions of the major matters	Independent Directors & Internal Audit Descriptions of the major matters
2017/08/10	The findings of the review on Unimicron's financial results for 2017 Q2 1.Review area 2.Financial results, performance and financial percentage analysis 3.Communication items with corporate unit after reviewing	1.The findings of the internal audit for 2017 Q2 2.The revisal report of Internal control systems and Internal audit rules
2017/11/10	The findings of the review on Unimicron's financial results for 2017 Q3 1.Review area 2.Financial results, performance and financial percentage analysis 3.Communication items with corporate unit after reviewing	1.The findings of the internal audit for 2017 Q3
2017/12/19	N/A	1.The findings of the internal audit for 2017 Q4 2.The Audit Plan for 2018

Compensation Committee

Currently, there are three committee members, who are all served by independent directors and follow the operations of the “Articles of Incorporation of Salary and Compensation Committee.” The Salary and Compensation Committee held five meetings in 2018. In these meetings, the remuneration of the directors, annual salary raise, profit sharing, and annual bonus for managers, etc., were discussed and disclosure in the Annual Report, for external investors and shareholders to have a thorough understanding.

Grace Li

Present Position :

Lai-Juh Chen

Terry Wang

Education & Selected Past Experience :

MBA in State University of New York Buffalo
Director of Finance Department, United Microelectronics Corporation
Director, SIMPLO Technology Co.,Ltd.
Supervisor, Unimicron Technology Corp.
Director, AWISE FIBER Technology Co., Ltd.
Supervisor, Unimicron Technology Corp.

Operation of the Remuneration Committee：

(1) The Company has a Remuneration Committee composed of three members.
(2) Term of the current Committee: 3rd session from June 21, 2017 to June 19, 2020, and 4th session from June 19, 2020 to June 18, 2023. The Company had convened five Remuneration Committee meetings (A)in 2020 with the following attendance：

Session	Title	Name	Attendance in person (B)	Attendance by proxy	Attendance rate in person (%) (B/Number of attendances)	Remarks
3^rd session	Convener	Ling-Ling Wu	3	0	100%	-
	Committee member	Grace Li	3	0	100%	-
	Committee member	Lai-Juh Chen	3	0	100%	-
4^th session	Convener	Lai-Juh Chen	1	1	50%	-
	Committee member	Grace Li	2	0	100%	-
	Committee member	Sheng-xuan Wang	2	0	100%	-

OTHER MATTERS THAT REQUIRE REPORTING：

1.The discussion and resolution of the Remuneration Committee in 2020 and the Company’s comments on the members are as follows：

Remuneration Committee Date/Period	Proposal	The resolutions of the Remuneration Committee and the Company’s handling of the Remuneration Committee’s opinions
January 9, 2020,10^th meeting of the 3^rd session	(1) Proposal for the latest organization and related managing officers’ salaries adjustment (2) The Company’s 2019 managing officers’ year-end bonus proposal.	All members of the Remuneration Committee and attending directors approved
March 27, 2020,11^th meeting of the 3^rd session	(1) The Company’s 2019 remuneration proposal for Board members, supervisors and employees. (2) Transfer the shares of the Company to the employees for the eighth time.	All members of the Remuneration Committee and attending directors approved
May 7, 2020,12^th meeting of the 3^rd session	(1) Distribution proposal for the 2019 remuneration of the entire independent directors. (2) Distribution proposal for the 2019 remuneration of the entire general directors. (3) Distribution proposal for the 2019 remuneration of the managing officers and employees. (4) Proposal for the 2020 annual salary adjustment for managers.	Motion 1: All the members of the Remuneration Committee avoided it because of their own interests in this case; as a result, they unable to have more than one-half consent of all members to make a resolution. According to Article 5, Item 2 of the Remuneration Committee Charter, it reports to the Board of Directors for resolution. Motion 2~4: All members of the Remuneration Committee and attending directors approved.
June 30, 2020,1^st meeting of the 4^thsession	(1) Proposal for the compensation of the latest independent directors.	All the members of the Remuneration Committee avoided it because of their own interests in this case; as a result, they unable to have more than one-half consent of all members to make a resolution. According to Article 5, Item 2 of the Remuneration Committee Charter, it reports to the Board of Directors for resolution.
October 27, 2020 2^nd meeting of the 4^rdsession	(1) Proposal for the compensation of the Executive President at level 28 and Vice CTO at level 22. (2) Transfer the shares of the Company to the employees for the eighth time. (3) Proposal for the terms of senior executives’ employment.	All members of the Remuneration Committee and attending directors approved.

2. If the Board of Directors did not adopt or revise the recommendations of the Remuneration Committee, the date of the Board meeting, term of the Board, content of motion, resolutions adopted by the Board, and actions taken by the Company in response to the opinion of the Remuneration Committee shall be specified (if the remuneration approved by the Board of Directors exceeds the recommendation of the Remuneration Committee, the circumstances and causes for the difference shall also be specified): Not applicable.

3. If a member opposes or has qualified opinions on a written record or a statement with regard to a resolution the Remuneration Committee has adopted, the date of the meeting, term of the committee, content of motion, opinions of all the members, and the handling of their opinions shall be indicated: Not applicable.

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Committees

Communications between Independent Directors and Internal/Independent Auditors

Audit Committee

Excerpts from previous communications : The following table.

Compensation Committee

Grace Li

Education & Selected Past Experience :

Present Position :

Lai-Juh Chen

Education & Selected Past Experience :

Present Position :

Terry Wang

Education & Selected Past Experience :

Present Position :

Operation of the Remuneration Committee：

OTHER MATTERS THAT REQUIRE REPORTING：

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