Investor Relations

Corporate Governance Committee

Keystone Microtech has established the Audit Committee and the Remuneration Committee so far. The committees were all seated by Independent Directors:

Independent Directors	Audit Committee	Remuneration Committee
Jiang-Liang Lin	★ Convenor	★ Convenor
Chii-Wen Chen	V	V
Jin-Han Chen	V	V

Audit Committee

The Audit Committee of the Company was established on 2018/09/28 and all seated by Independent Directors. The primary function is review or handling the followings:

I. Institution of or amendment to the internal control system under Article 14-1 of the Securities and Exchange Act. II. The assessment of the effectiveness of the internal control system. III. Institution of or amendment to the procedures for the acquisition or disposals of assets, engagement in derivative trade, loaning of funds, undertaking endorsement and guarantees, and other procedures pertinent to significant financial transactions pursuant to Article 36-1 of the Securities and Exchange Act. IV. Matters pertinent to the private interest of the Directors. V. Significant transactions of assets or derivative trade. VI. Significant transactions in loaning of funds, endorsement and guarantee. VII. Issuance, offering of equity securities or offering of equity securities through private placement. VIII. The appointment, dismissal or remuneration of the certified public accountants acting as independent auditors for the Company. IX. The appointment and dismissal of the chief financial officer, accounting officer or internal auditor. X. Annul Financial Report and Mid-term Financial Report XI. Engagement in mergers and acquisitions provided by the Corporate Merger and Acquisition Act. XII. Q1 and Q3 Financial Report XIII. Review and approval of the items of audit and non-audit services rendered by the independent auditors (certified public accountants). XIV. Communications and exchanges with the independent auditors (certified public accountants) of the Company. XV. Mediation between the Management of the Company and the independent auditors on differences of opinions on financial reporting. XVI. Discussion with the Management of the Company and the independent auditors on financial information and the mandatory requirement of financial reporting under the US Securities and Exchange Act. XVII. Any other matters of materiality of the Company or requirement of the competent authority.

Remuneration Committee

Remuneration to the employees, Directors, and Supervisors

1. The percentage or scope of remuneration to the employees and the Directors inscribed in the Articles of Incorporation of the Company:

According to the Articles of Incorporation:
The Company shall, appropriate no less than 10% of its profit of the year, where applicable, as remuneration to the employees and no more than 1% as remuneration to the Directors. However, the Company shall reserve for covering carryforward loss, where applicable, followed by the appropriation of the remainder as remunerations to the employees and the Directors at the aforementioned percentages. Profit status refers to the situation where a profit was made before the deduction of remuneration to the employees and the Directors from the earnings before taxation of the year. Remuneration to the employees may be made in stock or cash. The means and amount for release, and the quantity of shares to be distributed shall be determined by the Board in a session attended by Directors representing at least 2/3 of the total seats of Directors and a simple majority of the Directors in session, and report to the Shareholders Meeting. Employees formally employed or hired by the Company on full-time basis and protected by labor insurance are entitled to the remuneration to employees. Employees of subsidiaries meeting specific conditions are also entitled to remuneration to employees excluding temporary employees or personnel in probation. Remuneration to the Directors (including Independent Directors) shall be paid by cash by the Board under authorization within the aforementioned limit. Decision will be made by the Board in a session attended by Directors representing at least 2/3 of the total seats of Directors and a simple majority of the Directors in session, and report to the Shareholders Meeting.

2. The policy of remuneration to employees and Directors, the procedure of remuneration, and the association with operation performance and the risk of the future, and the pursuit of the policy::

As stated in the Articles of Incorporation, the Company shall, appropriate no less than 10% of its profit of the year, where applicable, as remuneration to the employees and no more than 1% as remuneration to the Directors. As stated in the financial report of 2023, the Company has revenue of NT$1,410,225 thousand in 2023, which indicated decline of 8% from the same period of the previous year. Net income of the year amounted to NT$354,202 thousand, indicated a decline of 13% from the same period of the previous year. Basic earnings per share after taxation reduced to NT$13.07 from NT$15.01 of the previous year. This was a decline of 12.91%. The Company showed marginal decline in operation performance in 2023, as compared with 2022. Considering the marginal decline in operation performance in 2023, the Remuneration Committee and the Board resolved on 2024/03/04 the remuneration to Directors to NT$1,700 thousand and remuneration to employees to NT$52,500 thousand in 2023 with reference to the Article of Incorporation. And will report the resolution to the General Meeting of Shareholders scheduled to be held on 2024/06/03.

Unit: NT$1,000

Year	Item	Amount passed by the Board	Rate of change (%)
2023	Remuneration to employees - cash	52,500	-12.65%
	Remuneration to Directors	1,700	21.42%
	Total	54,200	-11.88%
2022	Remuneration to employees - cash	60,105
	Remuneration to Directors	1,400
	Total	61,505

In sum, the policy of remuneration to the Directors, President, Vice Presidents and Managers of the Company, and the procedure for setting the remuneration is positively correlated with operation performance.

Download of related information files

1. Regulations Governing the Performance of Duties of Independent Directors (2021.03.08).pdf
2. Organization Code of the Audit Committee (2018.08.09).pdf
3. Organization Code of the Remuneration Committee (2021.03.08).pdf
4. Regulations Governing the Performance of the Board(2022.11.07).pdf