漢科系統科技股份有限公司

Introduction of the Audit Committee
In accordance with Article 14-4 of the Securities and Exchange Act, the Company established an Audit Committee to replace the Supervisors. The Audit Committee is composed of three independent directors who possess financial or business-related expertise and experience. The duties and annual work of the Audit Committee are focused on the following matters. (1) To establish or amend the internal control system and the assessment of the effectiveness of the internal control system. (2) Procedures for handling significant financial operations such as acquiring or disposing of assets, engaging in derivative transactions, lending funds to others, endorsing or providing guarantees for others. (3) Matters involving the directors own interests. (4) Significant asset or derivative transactions. (5) Significant loans, endorsements or guarantees of funds. (6) The raising, issuance or private placement of securities of an equity nature. (7) The appointment, dismissal or compensation of a certified public accountant. (8) Appointment or removal of the head of finance, accounting or internal auditing. (9) Annual financial reports and quarterly financial reports signed or sealed by the chairman, manager and accounting officer. (10) Other significant matters as required by the Company or the competent authorities.

Introduction of the Audit Committee

In accordance with Article 14-4 of the Securities and Exchange Act, the Company established an Audit Committee to replace the Supervisors. The Audit Committee is composed of three independent directors who possess financial or business-related expertise and experience.
The duties and annual work of the Audit Committee are focused on the following matters.
(1) To establish or amend the internal control system and the assessment of the effectiveness of the internal control system.
(2) Procedures for handling significant financial operations such as acquiring or disposing of assets, engaging in derivative transactions, lending funds to others, endorsing or providing guarantees for others.
(3) Matters involving the directors own interests.
(4) Significant asset or derivative transactions.
(5) Significant loans, endorsements or guarantees of funds.
(6) The raising, issuance or private placement of securities of an equity nature.
(7) The appointment, dismissal or compensation of a certified public accountant.
(8) Appointment or removal of the head of finance, accounting or internal auditing.
(9) Annual financial reports and quarterly financial reports signed or sealed by the chairman, manager and accounting officer.
(10) Other significant matters as required by the Company or the competent authorities.

Audit Committee

Biographies of Audit Committee Members
Title	Name	Education / Experience
Convener	Ms. Ching-Mei Tsai (Independent Director)	EMBA, National Tsing Hua University B.B.A. in Accounting, Soochow University Certified Public Accountant / Director of Hsinchu Branch, HLS Certified Public Accountants Independent Director, Gigastorage Corporation
Member	Tai-Ning Yang	Ph.D of Business Administration, National Taiwan University Professor of Department of International Business Administration, Chinese Culture University.
Member	Jin-men Gao (Independent Director)	Master of Business Administration, National Taiwan University Deputy General Manager of MStar Semiconductor co. Independent Director of United Integrated Services Co., Ltd

Constitution of the Audit Committee
Constitution of the Audit Committee

Introduction of the Remuneration Committee
The Remuneration Committee aims to assist the Board of Directors to execute and assess the overall remuneration and welfare policy of the Company as well as the remuneration to the directors and managers. The Remuneration Committee consists of three independent directors and holds at least two regular meetings a year.

Introduction of the Remuneration Committee

The Remuneration Committee aims to assist the Board of Directors to execute and assess the overall remuneration and welfare policy of the Company as well as the remuneration to the directors and managers.
The Remuneration Committee consists of three independent directors and holds at least two regular meetings a year.

Resume of Remuneration Committee Member
Title	Name	Main (educational) background
Convener	Ms. Ching-Mei Tsai (Independent Director)	EMBA, National Tsing Hua University B.B.A. in Accounting, Soochow University Certified Public Accountant / Director of Hsinchu Branch, HLS Certified Public Accountants Independent Director, Gigastorage Corporation
Member	Jin-men Gao (Independent Director)	Master of Business Administration, National Taiwan University Deputy General Manager of MStar Semiconductor co. Independent Director of United Integrated Services Co., Ltd
Member	Tai-Ning Yang	Ph.D of Business Administration, National Taiwan University Professor of Department of International Business Administration, Chinese Culture University.

Resume of Remuneration Committee Member

Title

Name

Main (educational) background

Convener

Ms. Ching-Mei Tsai
(Independent Director)

EMBA, National Tsing Hua University
B.B.A. in Accounting, Soochow University
Certified Public Accountant / Director of Hsinchu Branch, HLS Certified Public Accountants
Independent Director, Gigastorage Corporation

Member

Jin-men Gao
(Independent Director)

Master of Business Administration, National Taiwan University
Deputy General Manager of MStar Semiconductor co.
Independent Director of United Integrated Services Co., Ltd

Member

Tai-Ning Yang

Ph.D of Business Administration, National Taiwan University
Professor of Department of International Business Administration, Chinese Culture University.

Organization Regulation of Remuneration Committee Member
Organization Regulation of Remuneration Committee Member

Organization Regulation of Remuneration Committee Member