Compensation Committee

1. Date of Incorporation:May 17, 2018

2. 3rd Term:April 16, 2021 to March 31, 2024

3. The member of 3rd Remuneration Committee :

TITLE NAME EDUCATION PROFESSION MAIN EXPERIENCE
Committee
(Independent Director)
Shiang-Tai Liu PhD degree,Master degree and Bachelor degree , Department of Industrial Management Science Information of NCKU Math planning
Production management
Information management
Performance assessment
Dean and Professor of Department of Management of Vanung University
Technician of Zhong zheng University
Dean and Professor of College Aviation and Engineering of Vanung University
Director of Center of Teaching & Learning Development of Vanung University
Committee
(Independent Director)
Li-Chung Lee Phd degree, Law School of UW
Master degree, Law School of of AU
Master degree, Law School of BU
Bachelor degree, Law School of SCU
Law
Corporate governance
Associate Professor of Department of Business Administration of NTUB
President of Franchise Management and Legal Research Center of NTUB
Chairman of Yong-Jian National Culture and Arts Foundation
Director of New Taipei City Yem-Chio Education Foundation
Independent Director of Soaring Technology Co., Ltd.
Director of Victron Technology Co., Ltd.
President of China National Law Reform Promotion Association
Director of Chinese Taipei Pacific Economic Cooperation Committee
President of TLADS
Independent Director of Toplus Global Co., Ltd.
Supervisor of Kao-Yuan University
Dean of Department of Finance and Law, Asia University
Full-time associate professor of Ming Chuan University
Member of the Fair Trade Commission of Executive Yuan
Visiting Scholar at New York University and Columbia Law School
New York University Law School World Trade Organization Intellectual Property Rights Working Group
International Lecturer of OECD Global Corporate Governance Group
Committee
(Independent Director)
Sharon Pai Master degree, Department of Accounting of TKU
Bachelor degree, Department of Accounting of PU
Accounting
Financial
Audit
Senior Auditor and Audit Director of KPMG in Taiwan (KPMG International Limited)
Associate of M&A Transaction Service Group of KPMG Assurance Services Co., Ltd.
Adjunct Lecturer of CJCU and Aletheia University
Assistant manager of Investment Banking Division of Yuanta & Polaris Securities
Independent Adviser
Auditorial consultant of Orix Taiwan Corporation
TitleNameEducationProfessionExperience
Committee
(Independent Director)
Shiang-Tai LiuPhD degree,Master degree and Bachelor degree of Department of Industrial Management Science of NCKU Math planning
Production management
Information
Management
Performance assessment
Board Member of Hi Sharp Tech
Dean of Department of Management of Vanung University
Technician of Zhong zheng University
Committee
(Independent Director)
Li-Chung LeePhD University of Wisconsin Law School

Master degree of MA American University Washington College of Law

Master degree of Boston University,
Law School
Bachelor degree of Soochow University School of Law

Intellectual Property Law and Competition Law
Corporate Law and Corporate Governance
Securities Exchange Act
Banking Law
Trust law
Insurance Law
Independent Director of Shangyang Technology Co., Ltd.
Director of Multi-level Marketing Protection Foundation
Chairman of Yongjian Culture and Art Foundation
Chairman of the China National Law Reform Promotion Association
Director of Changhua County Private Fraternity Service Center
Supervisor of Xianghe Culture and Education Foundation
Director of China Direct Selling Law Society
Director of Risheng Co., Ltd.
Head of the Department of Finance and Law, Asia University
Full-time Associate Professor of Ming Chuan University
Member of the Fair Trading Committee of the Executive Yuan
Visiting Scholar at New York University and Columbia Law School
New York University Law School World Trade Organization Intellectual Property Rights Working Group
International Lecturer of OECD Global Corporate Governance Group
Committee
(Independent Director)
BAI, SING-HUEIMaster degree of Department of Accounting, Tamkang University
Bachelor degree of Department of Accounting, Providence University
Accounting
Financial
Audit
Independent Director of Kaiyi International Group Co., Ltd.
Associate of M&A Transaction Service Group of KPMG Assurance Services Co., Ltd.
Senior Auditor and Audit Director of KPMG in Taiwan (KPMG International Limited)
Senior Auditor of Anhou Jianye United Certified Public Accountants
Part-time Lecturer at Jinri University, Evergreen University
Associate of Investment Banking Department of Yuanta Polaris Securities Co., Ltd.
Independent consultant

4. Attendance of Members at Remuneration Committee Meetings

The company established the Salary and Compensation Committee in 2018. The composition of the Salary and Compensation Committee follows the organizational rules of the Salary and Compensation Committee and is appointed by the board of directors. The main powers include regular review of the performance evaluation of the company’s directors, functional committees, and managers. And salary and compensation policies, systems, standards, and structures, and propose amendments to the organizational rules of the salary and compensation committee. The current members are 3 independent directors.

The company has established and periodically reviewed the performance assessment standards, annual and long-term performance goals, and the policies, systems, standards, and structure for the compensation of the directors and managerial officers for 2021 by resolution of the Remuneration Committee’s meeting held on 2022/01/19 and 2022/03/14.

5. Attendance of Remuneration Committee members:

Term Session Date Independent Director of Shiang-Tai Liu Independent Director of Lawrence L. Lee Independent Director of Sharon Pai
3 10 2023/01/16 1 1 1
3 11 2023/03/21 1 1 1
3 12 2023/05/08 1 1 1
Required Attendance 3 3 3
Attendance in Person 3 3 3
Not Attending or By Proxy 0 0 0

6. Remuneration Committee Operations:

Term Session Date Discussions items Resolution The Company’s handling of the Remuneration Committee members’ opinion
3 10 2023/01/16 1.Discussion of changing of the Corporate Governance manager. Approved by all present members unanimously Proposed to a Board of Approved by all present members unanimously
2.Review of the 2022 management’s performance and determination of the annual bonus allocation. Periodic review of the salary policy and structure.
3 11 2023/03/21 1.Amendments to AES’s “Procedures of Remuneration for Directors, Functional Committees’ Members, and Managers”. Approved by all present members unanimously Proposed to a Board of Approved by all present members unanimously
2.Discussion of distribution of employee compensation for 2022.
3.Discussion of distribution of directors’ remuneration for 2022.
3 12 2023/05/08 1.The appointment of the company’s information security supervisor. Approved by all present members unanimously Proposed to a Board of Approved by all present members unanimously

The Audit Committee

1. Date of Incorporation:December 18, 2018
2. 2nd Term:April 1, 2021 to March 31, 2024
3. The member of 2rd Audit Committee :

TITLE NAME EDUCATION PROFESSION MAIN EXPERIENCE
Committee
(Independent Director)
Shiang-Tai Liu PhD degree,Master degree and Bachelor degree , Department of Industrial Management Science Information of NCKU Math planning
Production management
Information
Management
Performance assessment
Dean and Professor of Department of Management of Vanung University
Technician of Zhong zheng University
Dean and Professor of College Aviation and Engineering of Vanung University
Director of Center of Teaching & Learning Development of Vanung University
Committee
(Independent Director)
Li-Chung Lee Phd degree, Law School of UW
Master degree, Law School of of AU
Master degree, Law School of BU
Bachelor degree, Law School of SCU
Law
Corporate governance
Associate Professor of Department of Business Administration of NTUB
President of Franchise Management and Legal Research Center of NTUB
Chairman of Yong-Jian National Culture and Arts Foundation
Director of New Taipei City Yem-Chio Education Foundation
Independent Director of Soaring Technology Co., Ltd.
Director of Victron Technology Co., Ltd.
President of China National Law Reform Promotion Association
Director of Chinese Taipei Pacific Economic Cooperation Committee
President of TLADS
Independent Director of Toplus Global Co., Ltd.
Supervisor of Kao-Yuan University
Dean of Department of Finance and Law, Asia University
Full-time associate professor of Ming Chuan University
Member of the Fair Trade Commission of Executive Yuan
Visiting Scholar at New York University and Columbia Law School
New York University Law School World Trade Organization Intellectual Property Rights Working Group
International Lecturer of OECD Global Corporate Governance Group
Committee
(Independent Director)
Sharon Pai Master degree, Department of Accounting of TKU
Bachelor degree, Department of Accounting of PU
Accounting
Financial
Audit
Senior Auditor and Audit Director of KPMG in Taiwan (KPMG International Limited)
Associate of M&A Transaction Service Group of KPMG Assurance Services Co., Ltd.
Adjunct Lecturer of CJCU and Aletheia University
Assistant manager of Investment Banking Division of Yuanta & Polaris Securities
Independent Adviser
Auditorial consultant of Orix Taiwan Corporation
Committee
(Independent Director)
Leo H Wu LLM Program of Executives of NCCU
Bachelor degree, Department of Accounting of SCU
Accounting
Financial
Audit
President of Integritas certified public accountant
Senior Manager of Deloitte Taiwan
Independent Director of Silicon Power Computer & Communications Inc.
Chairman of TAKE-DANNI management consulting firm
TitleNameEducationProfessionExperience
Committee
(Independent Director)
Shiang-Tai LiuPhD degree,Master degree and Bachelor degree of Department of Industrial Management Science of NCKU Math planning
Production management
Information
Management
Performance assessment
Board Member of Hi Sharp Tech
Dean of Department of Management of Vanung University
Technician of Zhong zheng University
Committee
(Independent Director)
Li-Chung LeePhD University of Wisconsin Law School

Master degree of MA American University Washington College of Law

Master degree of Boston University,
Law School
Bachelor degree of Soochow University School of Law

Intellectual Property Law and Competition Law
Corporate Law and Corporate Governance
Securities Exchange Act
Banking Law
Trust law
Insurance Law
Independent Director of Shangyang Technology Co., Ltd.
Director of Multi-level Marketing Protection Foundation
Chairman of Yongjian Culture and Art Foundation
Chairman of the China National Law Reform Promotion Association
Director of Changhua County Private Fraternity Service Center
Supervisor of Xianghe Culture and Education Foundation
Director of China Direct Selling Law Society
Director of Risheng Co., Ltd.
Head of the Department of Finance and Law, Asia University
Full-time Associate Professor of Ming Chuan University
Member of the Fair Trading Committee of the Executive Yuan
Visiting Scholar at New York University and Columbia Law School
New York University Law School World Trade Organization Intellectual Property Rights Working Group
Intellectual Property Rights Working Group
International Lecturer of OECD Global Corporate Governance Group
Committee
(Independent Director)
Sharon PaiMaster degree of Department of Accounting, Tamkang University
Bachelor degree of Department of Accounting, Providence University
Accounting
Financial
Audit
Independent Director of Kaiyi International Group Co., Ltd.
Associate of M&A Transaction Service Group of KPMG Assurance Services Co., Ltd.
Senior Auditor and Audit Director of KPMG in Taiwan (KPMG International Limited)
Senior Auditor of Anhou Jianye United Certified Public Accountants
Part-time Lecturer at Jinri University, Evergreen University
Associate of Investment Banking Department of Yuanta Polaris Securities Co., Ltd.
Independent consultant
Committee
(Independent Director)
Leo H WuMaster degree of In-service Master Program of College of Law, National Chengchi University
Bachelor degree of Department of Accounting of Soochow University
Accounting, Financial, Audit
CPA of Integritas Certified Public Accountants Co.Ltd,
Assistant Vice President of Deloitte & Touche
Independent Director of Silicon Power Computer & Communications Inc.

4. Attendance of Members at Audit Committee Meetings:

The audit committee aims to assist the board of directors in supervising the quality and integrity of the company’s implementation of accounting, auditing, financial reporting procedures and financial control.

The matters reviewed by the Audit Committee mainly include:

Financial statements; auditing and accounting policies and procedures; internal control systems and related policies and procedures; major asset or derivative commodity transactions; major capital loans and endorsements or guarantees; raising or issuing marketable securities; derivative financial products and cash investments Circumstances; compliance with laws and regulations; whether managers and directors have related transactions and possible conflicts of interest; appeal reports; fraud prevention plans and fraud investigation reports; information security; corporate risk management; qualification, independence and performance evaluation of visa accountants; visas Appointment, dismissal or remuneration of accountants;

According to the laws and regulations of the Republic of China, the members of the audit committee should be composed of all independent directors. The Audit Committee of ACMEPOINT Energy Services Company complies with the above-mentioned laws and regulations.

5. The Audit Committee held 7 meetings in 2022, and the annual focus include:

(1) Review of financial statements and earnings distribution.
(2) Review of the internal control system and relevant policies and procedures.
(3) Review of significant capital lending and endorsement/guarantee transactions.
(4) Review of appointment, dismissal or remuneration of accountants.
(5) Review of major customers of credit and contract.

6. Audit Committee Operations:

TERM SESSION DATE DISSCUSSIONS ITEMS RESOLUTION THE COMPANY’S HANDLING OF THE AUDIT COMMITTEE MEMBERS’ OPINION
2 13 2023/01/16 1.The Company’s “Internal Control System Statement of 2022”. Approved by all present members unanimously Proposed to a Board of Approved by all present members unanimously
2 14 2023/03/21 1.Amendments to AES’s “Ethical Corporate Management Best Practice Principle “. Approved by all present members unanimously Proposed to a Board of Approved by all present members unanimously
2.Amendments to AES’s “Principle for Ethical Management Best Practice and Guidelines for Conduct”.
3.Amendments to AES’s “Guidelines for the Adoption of Codes of Ethical Conduct”.
4.Audit Committee’s Review Report on the 2022 final accounting books and statements.
5.Discuss of the 2022 Earnings Distribution Plan.
6.Issue of new shares by capital increase through capitalization of retained earnings.
7.Motion for the 2023 evaluation of the independence and suitability to the appointed CPAs.
8.AES’s application for listing of its stock on the Taipei Exchange (TPEx)
9.Invite all shareholders to waive the capital increase by cash for stock option before AES’s TPEx listing of its stock.
10.Amendments to AES’s “Procedures for the Management of Related Party Transactions”.
11.Amendments to AES’s “Articles of Incorporation”.
12.Amendments to AES’s “Rules of Procedure for Shareholders’ Meetings”.
13.Amendments to AES’s “Sustainable Development Best Practice Principles”.
14.Amendments to AES’s ” authorization matrix”.
15.Amendments to AES’s “Internal Control Systems.”
2 15 2023/05/08 1.Formulated the Company’s “Risk Management Policy and Procedure “. Approved by all present members unanimously Proposed to a Board of Approved by all present members unanimously
2.Amendments to the Company’s organizational structure, and assignment of authority and responsibility.
3.The company appointed the parent company Acmepoint Technology Co., Ltd. to assist the greenhouse gas inventory repor.
4.The Company’s First-Quarter of 2023 Consolidated Financial
Statements.
5.Discuss the Company’s Second-Quarter and Third-Quarter of 2023 of Simplified Financial forecast.
6.Amendments to the Company’s “Procedures for the Management of Related Party Transactions”.
7.Amendments to the Company’s “Corporate Governance Best-Practice Principles”.
8.Amendments to the Company’s “Procedures for responding directors’ requests”.
9.The Company’s “Internal Control System Statement from April 1,2022 to March 31,2023 “.
10.Amendments to subsidiary of Wen-Li Energy Ltd. ‘s “Regulations Governing for Loaning Funds to Others”,”Regulations Governing for Making Endorsements and Guarantees “, “Regulations Governing for the Acquisition or Disposal of Assets ” and “Procedures for Financial Derivatives Transactions”.
11.Formulated subsidiary of Da-Xu Energy Ltd. ‘s “Regulations Governing for Loaning Funds to Others” and “Regulations Governing for Making Endorsements and Guarantees “, and then also Amendments its “Regulations Governing for the Acquisition or Disposal of Assets ” and “Procedures for Financial Derivatives Transactions”.

7.Annual communication between independent directors, internal audit supervisors and accountants

Date Way of communications Main communications Participants Communicate and process execution results
2023.01.16 Audit committee (1)The Company’s “Internal Control System Statement of 2022”. All Audit committee members/Chief internal auditor Audit committee members has fully understood the implementation and effectiveness of the company and has no objection.
2023.03.21 Before Audit committee Meeting(Communication Alone) (1)Implementation of the audit plan from October 2022 to January 2023. All Audit committee members/Chief internal auditor/CPA of Hadrien Chiu Audit committee members has fully understood the implementation and effectiveness of the company and has no objection.
2023.05.08 Audit committee (1)The Company’s “Internal Control System Statement from April 1,2022 to March 31,2023 “. All Audit committee members/Chief internal auditor/CPA of Hadrien Chiu Audit committee members has fully understood the implementation and effectiveness of the company and has no objection.
(2)Implementation of the audit plan from February to March 2023.

For the Evaluation of the Functional Committees

The 2022 performance evaluation results of the Overall Remuneration Committee and the Entire Audit Committee are Excellent. These results have been reported to the Board of Directors’ meeting held on January 16, 2023.

Evaluation cycles Evaluation periods Evaluation scope Evaluation method Evaluation content
Internal performance evaluation every year January 1, 2022
to
December 31, 2022
Overall Remuneration Committee Determine the method of evaluation include internal evaluation of the internal evaluation of the Functional Committees, and each evaluation content divided into 5 grades:”Excellent (strongly agree), excellent (agree), moderate (average), poor (disagree), and very poor (strongly disagree)”. The measurement items (19 questions) for the performance evaluation of the Remuneration Committee have taken into account the Company’s situation and needs based on five major concepts:
1.Participation in the operation of the company (4 questions)
2.Responsibility awareness of the functional committees (5 questions)
3.Improvement of the decision making quality of functional committee (7 questions)
4.Functional Committee composition and member selection (3 questions)
Entire Audit Committee The measurement items (22 questions) for the performance evaluation of the Audit Committee have taken into account the Company’s situation and needs based on five major concepts:
1.Participation in the operation of the company (4 questions)
2.Responsibility awareness of the functional committees (5 questions)
3.Improvement of the decision making quality of functional committee (7 questions)
4.Functional Committee composition and member selection (3 questions)
5.Internal Control (3 questions)

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