Corporate Governance

Independent Director, Li-Hua Liao

• Science in Electron Physics, BS, National Chiao Tung University
• Associate researcher, NCSIST
• Director, Hemao Technology Co., Ltd.
• Director , Zicheng Investment Co., Ltd.

Election of Directors

According to 14-2 of Securities and Exchange Act and The Articles of Association of K Laser, we set up the independent directors, and at least two independent directors, all directors shall be elected pursuant to the candidate's nomination system as specified in Article 192-1 of the R.O.C. "Company Law".

According to the Article 192-1 of the R.O.C. "Company Law", K Laser announced on February 15, 2023, the period for accepting nominations for director candidates, the number of directors to be elected, the place designated for accepting the roster of director nominees, and other necessary matters. Any shareholder holding 1% or more of the outstanding shares of the Company may nominate candidate(s) for directors in writing, provided that the total number of director nominees shall not exceed the number of the directors to be elected. Any shareholder qualified to nominate may submit the name(s) of the director nominee(s) and shall send, during the nomination time period from February 18 to March 1, 2023, the name, education background and work experience of the nominee(s), a letter signed by each nominee consenting to act as director if elected, a written statement issued by each nominee assuring that he/she is not prohibited from so acting under any of the circumstances set forth in Article 30 of the R.O.C. "Company Law", and other relevant documents signed and provided by each nominee to K Laser via registered post to the following address: No. 1, Li-Hsin Road 6, Hsin-Chu Science Park, Hsin-Chu, Taiwan, R.O.C.

During the above-mentioned nomination period, the Company only received the list of director nominee sent from the Board of Directors. No nomination requests were received from any qualified shareholders. Therefore, Mr. Alex Kuo, Mr. Daniel Kuo, Ms. Lisa Hsu, Ms. Bi Xin Huang , Mr.Zheng An Wang , Mr.Hua Sheng Xu and Ms.Li Hua Liao were elected directors at K Laser's Annual Shareholders' Meeting on May 5, 2023.

Functional Committees

Compensation Committee

The Compensation Committee assists the Board in discharging its responsibilities related to K Laser's compensation and benefits policies, plans and programs, and in the evaluation and compensation of K Laser's directors of the Board and executives.

The members of the Compensation Committee are appointed by the Board as required by R.O.C. law. According to K Laser's Compensation Committee Charter, the Committee shall consist of three members. The Compensation Committee is comprised of all three independent directors.

K Laser's Compensation Committee is authorized by its Charter to retain an independent consultant to assist in the evaluation of executive officer compensation.

The Committee meets at least Twice every year. Please consult K Laser's Taiwan Annual Report for the relevant year for the number of meetings convened and each member's attendance rate.

Audit Committee

The Audit Committee assists the Board in fulfilling its oversight of the quality and integrity of the accounting, auditing, reporting, and financial control practices of the Company.

The Audit Committee is responsible to review the following major matters: internal control systems including related policies and procedures; auditing and accounting policies and procedures; material asset or derivatives transactions; material lending funds, endorsements or guarantees; offering or issuance of any equity-type securities; derivatives and cash investments; Legal compliance; related-party transactions and potential conflicts of interests involving executive officers and directors; hiring or dismissal of an attesting CPA, or the compensation given thereto; appointment or discharge of financial, accounting, or internal auditing officers; financial reports; and others Under R.O.C. law, the membership of Audit Committee shall consist of all independent Directors. K Laser's Audit Committee satisfies this statutory requirement.

Under R.O.C. law, the membership of the Audit Committee shall consist of all independent Directors.

K Laser's Audit Committee satisfies this statutory requirement.

K Laser's Audit Committee is empowered by its Charter to conduct any study or investigation it deems appropriate to fulfill its responsibilities. It has direct access to K Laser's internal auditors, the Company's independent auditors, and all employees of the Company. The Committee is authorized to retain and oversee special legal, accounting, or other consultants as it deems appropriate to fulfill its mandate.

The Committee meets at least once every quarter. Please consult K Laser's Annual Report for the number of meetings convened and each member's attendance rate.

Committees

Internal Audit

There are two full time employees dedicated to Internal Audit, including one Audit Supervisor and one staff member.

K Laser's Internal Audit is an independent department that reports directly to the Board of Directors. Besides informing the Board during its ordinary meetings, the department briefs the Chairman, the Audit Committee on a needed basis.

The charter of Internal Audit is to review the internal controls in the company's processes and to report on those controls with respect to the adequacy, effectiveness, and efficiency of their design as well as their actual functioning on a day-to-day basis. All parts of the company and its subsidiaries are open for review by Internal Audit.

The majority of the audit work is executed according to an annual plan, which needs to be approved by the Board of Directors. Such plan will take into account risks that have been identified. Special audits or reviews are conducted as needed. The combination of the regular audits and the special projects provide management with objective assurance and insight on the functioning of the internal control system; it gives management an additional channel to learn about existing or possible future weaknesses in the system, which allows management to address them in a timely manner.

The company supplements the review activities by Internal Audit with documented self-assessments by the divisions and all subsidiaries. Internal Audit sees to it that these activities do take place, and reviews the submissions to ensure the quality of the process; it consolidates the results of the self-assessments for the GM, Chairman and the Board of Directors.