Corporate Social Responsibility

Corporate Governance

MARS upholds operational transparency and pays attention to shareholders and social rights. At the same time, we believe that corporate governance must be established on a sound and complete board of directors and various audit and remuneration committees, which are responsible for assisting company operations and performing supervision. Under this principle, MARS established various committees and properly announced our company’s articles of association.

Company organization chart

The Rights and Responsibilities of the Board of Directors

The board of directors of the company is responsible for guiding the company’s strategy, overseeing the management team, and being accountable to the company and shareholders. The various operations and arrangements of its corporate governance system should ensure that the board of directors exercises its powers in accordance with legal requirements, the company’s articles of incorporation, or resolutions of the shareholders’ meeting.

Board of Directors

Name	Position	Experience	Committee	Functional Committee
LU,HUI-PING	Chairman	Department of Industrial Engineering, CYCU. Manager of Novatek. Manager of UMC	General manager of MARS
HO,TSUNG-MING	Director	Institute of Electrical Engineering, CCU Manager of Novatek	Deputy General Manager of MARS
LIN,ZHI-LONG	Director	Department of Telecommunications, NCTU Business Manager of SKYWORKS	Chairman's Special Assistant of Supreme
David Ku	Director	Master of Business Administration, UIUC Vice President of JPMorgan Chase Bank	MediaTek Corporate Executive Vice President, CFO & Spokesman
YANG,CIAN	Independent Director	PhD of Computer Science, UW Adjunct Professor of NCTU	Independent Director of ASPEED, Acter, AG Neovo Supervisor of Chia Group Company	Compensation Committee Audit Committee
PENG,MING-HSIU	Independent Director	Master of Management School, NCTU CEO of CHAMPION	Director of GoMax Electronics	Compensation Committee Audit Committee
CHANG,YU-LI	Independent Director	Clemson University Ph.D.Physics Cadence GM Taiwan Avatar GM .Asia	Chairman of Chipping Technology Independent Director of RDC Semiconductor	Compensation Committee Audit Committee

Diversity policy and implementation status of board members

The company has explicitly defined a diversity policy in its “Corporate Governance Guidelines” and “Director Election Procedures”. Currently, the composition of the board members reflects a diversity strategy, with employee representatives accounting for 29%, independent directors for 43%, and female directors for 14%. The age range spans from 50 to 70 years old, and all board members are from Taiwan. They bring diverse professional backgrounds, including academic expertise, technical fields, industry insights, financial and accounting proficiency, and managerial talents. The composition encompasses a diversity of professional qualifications, experiences, gender, and age distribution.

The composition of the board members should consider diversity. In addition to the recommendation that directors concurrently serving as company executives should not exceed one-third of the board seats, the board should formulate an appropriate diversity policy based on its own operations, business model, and development needs. This policy should cover, but is not limited to, the following two major aspects:

1. Basic Conditions and Values: Gender, age, nationality, and culture, with a target for the proportion of female directors to reach one-third of the board seats.

2. Professional Knowledge and Skills: Professional backgrounds (such as law, accounting, industry, finance, marketing, or technology), specific skills, and industry experience.

Board members should possess the knowledge, skills, and qualities necessary to fulfill their duties. To achieve the ideal goal of corporate governance, the board as a whole should have the following capabilities:

1. Operational judgment ability

2. Accounting and financial analysis ability

3. Business management capability

4. Crisis management ability

5. Industry knowledge

6. International market perspective

7. Leadership skills

8. Decision-making ability

Performance evaluation of the board of directors and functional committees

To implement corporate governance and enhance the functioning of the board of directors, performance targets have been established to strengthen the efficiency of the board.

In accordance with the “Board of Directors Performance Evaluation Method,” the company conducts performance evaluations each year, including evaluations of the overall board of directors, individual board members, and functional committees.

For information on the performance evaluation process and results, please refer to the files below.

Year	Download
110
111

Audit Committee Responsibilities

The Audit Committee, consisting of all independent directors, is vested with the following responsibilities:

1. Formulating or amending internal control systems in accordance with Article 14-1 of the Securities and Exchange Act.

2. Assessing the effectiveness of internal control systems.

3. Formulating or amending procedures for significant financial transactions, such as acquiring or disposing of assets, engaging in derivative transactions, providing funds to others, endorsing for others, or providing guarantees, as stipulated in Article 36-1 of the Securities and Exchange Act.

4. Handling matters involving conflicts of interest of directors themselves.

5. Managing significant asset or derivative transactions.

6. Managing significant fund loans, endorsements, or guarantees.

7. Handling matters related to the issuance, offering, or private placement of equity securities.

8. Appointing, dismissing, or determining the remuneration of certified public accountants.

9. Appointing or dismissing financial, accounting, or internal audit executives.

10. Reviewing the annual financial reports signed or stamped by the Chairman, manager, and accounting executive, as well as the second-quarter financial reports requiring certification by certified public accountants.

11. Managing other significant matters as stipulated by the company or regulatory authorities.

The Operations of the Audit Committee

1. There are 3 members of the audit committee in our company.

2. The attendance of committee members is as follows:

select：

日期	Position	Name	Attend	Attend %	Remark
year111	Convener	PENG,MING-HSIU	7	100%	re-election
year111	Audit committee	YANG,CIAN	7	100%	re-election
year111	Audit committee	CHANG,YU-LI	7	100%	re-election
year112	Convener	PENG,MING-HSIU	5	100%	re-election
year112	Audit committee	YANG,CIAN	5	100%	re-election
year112	Audit committee	CHANG,YU-LI	5	100%	re-election

3. The Audit Committee Meeting

select：

年份與顯示	Date	Meeting	Proposal content	All independent directors’ opinions
year111	2022.03.02	1st 10th	Approved: Annual report and financial statements of 2021. Internal control system statement of 2021. Quarterly financial forecast for the first and second quarters of 2021, as required by the OTC. Earnings distribution plan of 2021. Amendments to certain provisions of the company's articles of incorporation. APIC distribution plan of 2021. Amendments to certain provisions of the "Asset acquisition or disposal procedures". Amendments to certain provisions of the "Sustainability practices guidelines". Amendments to certain provisions of various cycles, such as "Procurement and payment cycle", "Payroll cycle", "Financing cycle", "Real estate, plant and equipment cycle", "Research and development cycle", "Computerized information system cycle", "Seal management measures", "Rules of procedure for board of directors meetings", "Corporate governance guidelines", and "Decision-making authority authorization form". Internal control system effectiveness assessment and statement for the period from January 1, 2021, to December 31, 2021.	No independent director issued an objection for reservation
year111	2022.03.29	1st 11th	Approved: Amendments to certain articles of the "Rules of order for shareholders' meetings". Amendments to certain articles of the code of "Corporate governance guidelines". Proposal to establish "Standard operating procedures for handling director requests".	No independent director issued an objection for reservation
year111	2022.06.21	1st 12th	Approved: Financial report for Q1 of 2022. Simplified financial forecast for Q3 to Q4 of 2022, in response to OTC market requirements. "Internal control system effectiveness assessment" and "Internal control system statement" for the period from April 1, 2021, to March 31, 2022.	No independent director issued an objection for reservation
year111	2022.08.03	2st 1th	Approved: Appointment of auditors and evaluation of independence and qualification. Auditor's remuneration for 2022. Consolidated financial report for the first half of 2022.	No independent director issued an objection for reservation
year111	2022.11.04	2st 2th	The company has passed to applied to carry out a cash capital increase and issue new shares for public underwriting prior to its initial OTC listing.	No independent director issued an objection for reservation
year111	2022.11.11	2st 3th	The consolidated financial report for the third quarter of 2022 was approved.	No independent director issued an objection for reservation
year111	2022.12.21	2st 4th	Approved: Budget proposal for 2023. Audit calculation plan for 2023. Amendment to some articles of the "Management procedures for preventing insider trading and processing of significant internal information".	No independent director issued an objection for reservation
year112	2023.03.29	2st 5th	Approved: Annual report and financial statements of 2022. Earnings distribution plan of 2022. Amendments to certain provisions of the "Sustainability practices guidelines". Internal control system statement of 2022. Proposal to establish "General principles for pre-approval of non-assurance services policy".	No independent director issued an objection for reservation
year112	2023.05.10	2st 6th	Approved: Appointment of auditors and evaluation of independence and qualification. Auditor's remuneration for 2023. Financial report for Q1 of 2023.	No independent director issued an objection for reservation
year112	2023.08.08	2st 7th	Approved: Consolidated financial report for the first half of 2023. Amendments to certain articles of the code of "Corporate governance guidelines" and "Rules of order for shareholders' meetings".	No independent director issued an objection for reservation
year112	2023.11.10	2st 8th	Approved: The consolidated financial report for the third quarter of 2022. Amendments to certain articles of the "Computerized information system processing cycle".	No independent director issued an objection for reservation
year112	2023.12.26	2st 9th	Approved: Budget proposal for 2024. Audit calculation plan for 2024. Amendment to some articles of the "Management procedures for preventing insider trading and processing of significant internal information" and "Operating procedures for group enterprises, specific companies, and related-party transactions".	No independent director issued an objection for reservation

The Responsibilities of the Compensation Committee

The Compensation Committee of our company, composed entirely of independent directors, is tasked with exercising due diligence and faithfully fulfilling the following duties. The committee will submit its recommendations for discussion at the board of directors.

1. Regularly review the organizational regulations of the Compensation Committee and propose amendments as needed.

2. Formulate and periodically review the annual and long-term performance goals, as well as the policies, systems, standards, and structures of compensation for directors and executives of the company.

3. Periodically evaluate the achievement of performance goals by directors and executives of the company and establish the content and amounts of their individual compensation packages.

Operation of the Salary and Compensation Committee

1. There are 3 members of the salary committee in our company.

2. The attendance of the members is as follows:

select：

日期	Position	Name	Attend	Attend %	Remark
year111	Convener	YANG,CIAN	4	100%	re-election
year111	Committee member	PENG,MING-HSIU	4	100%	re-election
year111	Committee member	CHANG,YU-LI	4	100%	re-election
year112	Convener	CHANG,YU-LI	3	100%	re-election
year112	Committee member	YANG,CIAN	3	100%	re-election
year112	Committee member	PENG,MING-HSIU	3	100%	re-election

3. The Compensation Committee Meeting

select：

年份與顯示	Date	Meeting	Proposal content	All Compensation Committee members’ opinions
year111	2022.03.02	1st 6th	Approved: Employee compensation and director remuneration plan of 2021. Adjustment of salary payment amounts for the company's executives of 2021.	No compensation committee member raised objections for reservation
year111	2022.03.29	1st 7th	Approved: Performance evaluation implementation and results of the board of directors, members of the board, and functional committees of 2021. Proposal for establishing "Board of directors performance evaluation measures".	No compensation committee member raised objections for reservation
year111	2022.11.04	2st 1th	Approved: Adjustment of salary payment amounts for the company's executives of 2022. Review of the distribution of salaries and performance bonuses for management personnel of 2021.	No compensation committee member raised objections for reservation
year111	2022.11.11	2st 2th	Approved distribution of stock options to management personnel from the issuance of new shares through cash capital increase in 2022.	No compensation committee member raised objections for reservation
year112	2023.03.29	2st 3th	Approved: Employee compensation and director remuneration plan of 2022. Adjustment of salary payment amounts for the company's executives of 2023.	No compensation committee member raised objections for reservation
year112	2023.05.10	2st 4th	Approval of the appointment case for the corporate governance officer in our company.	No compensation committee member raised objections for reservation
year112	2023.11.10	2st 5th	Approved: The appointment case for the information security officer in our company. The employee remuneration and executive allocation plan for the year 2022 in our company.	No compensation committee member raised objections for reservation

Summary of communication between independent directors and internal audit executives

The independent directors of the Company communicate with the head of internal audit through meetings, phone calls, emails, and other means via the quarterly audit committee, discussing topics related to the Company’s audit-related business, audit reports, identified issues, and follow-up on improvement measures.

select：

年份與顯示	Date	Meeting	Summary of Communication Matters	Independent director's proposal and the company's handling situation
year111	2022.03.02	1st 10th	Report on the execution of internal auditing for Q4 of 2021. Statement of internal control system of 2021.	Independent directors have no recommendations
year111	2022.06.21	1st 12th	Internal audit execution report for Q1 of 2022. "Assessment of the effectiveness of internal control system" and "Internal control system statement" case for the period from April 1, 2021, to March 31, 2022.	Independent directors have no recommendations
year111	2022.08.03	2st 1th	Internal audit execution report for Q2 of 2022.	Independent directors have no recommendations
year111	2022.12.21	2st 4th	Internal audit execution report for Q3 of 2022. Audit plan for 2023.	Independent directors have no recommendations
year112	2023.03.29	2st 5th	Internal audit execution report for Q4 of 2022. Statement of internal control system of 2022.	Independent directors have no recommendations
year112	2023.05.10	2st 6th	Internal audit execution report for Q1 of 2023.	Independent directors have no recommendations
year112	2023.08.08	2st 7th	Internal audit execution report for Q2 of 2023.	Independent directors have no recommendations
year112	2023.11.10	2st 8th	Internal audit execution report for Q3 of 2023.	Independent directors have no recommendations
year112	2023.12.26	2st 9th	Audit plan for 2024. Internal audit execution report for Q3 of 2023.	Independent directors have no recommendations

Summary of the communication between independent directors and certified accountants

select：

年份與顯示	Date	Meeting	Summary of Communication Matters	Independent director's proposal and the company's handling situation
year111	2022.03.02	1st 10th	Audit results and important audit matters of 2021. Important legal regulations introduced in Q4 of 2021.	Independent directors have no recommendations
year111	2022.06.21	1st 12th	Audit results and important audit matters for the Q1 financial report of 2022.	Independent directors have no recommendations
year111	2022.08.03	2st 1th	Appointment of auditors and their uniqueness and suitability assessment. Public accounting fees for the year 2022. Results of audit on the consolidated financial statements for the first half of 2022 and significant audit matters.	Independent directors have no recommendations
year111	2022.11.11	2st 3th	Audit results for the Q3 consolidated financial statements of 2022. Important tax regulations introduced in Q3 of 2022.	Independent directors have no recommendations
year112	2023.03.29	2st 5th	Audit results and important audit matters of 2022. Important tax regulations introduced in Q4 of 2022. Practical guidelines for shareholders's meeting of 2023. FY22(Financial Year2022) audit quality indicators report for the year 2021.	Independent directors have no recommendations
year112	2023.05.10	2st 6th	Audit results and important audit matters for the Q1 financial report of 2023. Important tax regulations introduced in Q1 of 2023.	Independent directors have no recommendations
year112	2023.05.10	2st 6th	Audit results and important audit matters for the Q2 financial report of 2023. Important tax regulations introduced in Q2 of 2023.	Independent directors have no recommendations
year112	2023.11.10	2st 8th	Audit results and important audit matters for the Q3 financial report of 2023. Important tax regulations introduced in Q3 of 2023.	Independent directors have no recommendations

Internal audit responsibilities

Perform internal audit, risk assessment, and internal control system regulation and implementation. Provide management authorities with improvement suggestions and other matters.

File	Download
Supplier management Regulations
Integrity operation procedures and code of conduct
Operating procedures for group enterprises, specific companies, and related-party transactions
Prevention of insider trading management and internal handling procedures for significant information
Director election procedures
Board of directors performance evaluation methodology
Board of directors rules of procedure
Rules of order for shareholders' meetings
Articles of incorporation
Code of ethics
Audit committee organizational rules
Regulations for the organization of the compensation committee
Practical guidelines for sustainable development
Code of conduct for integrity in business operations
Code of corporate governance

Regulation of Insider Trading

1. Our company has established the “Prevention of insider trading management and internal handling procedures for significant information” as an internal regulation prohibiting insider trading among internal personnel.

2. The aforementioned regulations of our company include (but are not limited to) the prohibition for directors to trade company stocks during the 30 days preceding the announcement of annual financial reports and the 15 days preceding the announcement of quarterly financial reports.

3. Our company conducts at least one annual internal and external awareness campaign on preventing insider trading. The relevant procedures were completed before November 30, 2023.

Top10 Shareholders List

Record date for share transfer suspension: May 2, 2023; Unit: share, %

Company Name	Holding of shares	Shareholding ratio
Cian Fong Investment Co., Ltd.	2,409,615	8.31%
Cian Fong Investment Co., Ltd. person in charge: GAO,LI-ZHEN	1,249,355	4.31%
Tang Wen Chiau Investment Co., Ltd.	2,391,332	8.24%
Tang Wen Chiau Investment Co., Ltd. person in charge: LU, HUI-PING	1,246,925	4.3%
Shiang Fa Investment Co., Ltd.	2,103,982	7.25%
Shiang Fa Investment Co., Ltd. person in charge: David Ku
Supreme Electronics Co., Ltd.	1,939,648	6.69%
Supreme Electronics Co., Ltd. person in charge: GE,JIUN	226,579	0.78%
GAO,LI-ZHEN	1,249,355	4.31%
LU, HUI-PING	1,246,925	4.3%
Metc Co. Limited	723,005	2.49%
Metc Co. Limited director: SHIAU, YUNG-SUNG
LU, JUNG-TANG	714,943	2.46%
LU, YU-CHEN	640,513	2.21%
LU, JUNG-JIAU	443,048	1.53%