Compensation Committee-VisEra Technologies Company Limited

Compensation Committee

The members of the Compensation Committee are appointed by resolution of the Board of Directors to establish a performance-related and market-based compensation system for the Company from an independent perspective, to faithfully perform the duties and responsibilities conferred by the Board of Directors, and to assist the Board of Directors in implementing and evaluating the Company's overall compensation and benefits policies and the compensation of directors and managers.

In accordance with the Charter of the Compensation Committee of VisEra, the Committee shall consist of four independent directors and shall meet at least twice a year, and the Chairman of the Board shall be invited to attend all meetings but shall recuse himself from any discussion of his remuneration.

Compensation Committee Meeting Status

The Company's Compensation Committee consists of four members. Independent Director Han-fei Lin was elected on May 24th, 2023 Shareholders Meeting.
Tenure：From March 4th, 2021 to March 3rd, 2024. According to the regulations, the tenure of directors may be extend to latest Shareholder's Meeting which elected the new session of the Board members.
Attendance: During the period from March 4th 2021 to February 21st 2024, there are 12 meetings of Compensation committee, all the directors were presented in all meetings. The details on the attendance as follow:

Title	Name	Attendance in Person	By Proxy	Attendance Rate in Person (%)
Title	Name	Attendance in Person	By Proxy	Attendance Rate in Person (%)
Independent Director (Convener)	Peng-Heng Chang	12	0	100%
Independent Director	Laura Huang	12	0	100%
Independent Director	Emma Chang	12	0	100%
Independent Director	Han-fei Lin	2	0	100%

Compensation Committee Meeting Informations

Meeting Dates	Communication	Major resolutions
March 12th, 2021	1st Regular Meeting	Review the "Regulations Governing the Payment of Directors' Compensation, Emoluments and Travel Expenses". Review the allocation of employee remuneration from 2020. Review the overall compensation plan for 2021. Review manager performance in 2020, the proposal of manager salary adjustment and fixed compensation for 2021. Review the performance of directors with management roles in 2020, the proposal on the compensation adjustment and the fixed compensation for 2021. Review the manager performance evaluation criteria for 2021. Review the performance evaluation criteria for directors with management roles for 2021.
June 22nd, 2021	2nd Regular Meeting	Review the "Manager Compensation Regulation". Review the proposal on the manager bonus program. Review the proposal on the managers’ cash compensation for 2020.
August 11th, 2021	3rd Regular Meeting	Report the appointment of Corporate Governance Officer and review the Officer's fixed compensation for 2021. Review the proposal on the manager bonus program.
November 11th, 2021	4th Regular Meeting	Review the manager evaluation criteria for 2022. Review the evaluation criteria for directors with management roles for 2022. Review the proposal on the manager bonus program.
Feburary 23rd, 2022	5th Regular Meeting	Discuss the “Board of Directors Performance Evaluation Procedure" and remuneration on their respective policy goals, systems, criteria and structure. Also review the performance of board of directors and the proposal of directors’ compensation for 2021. Review allocation of employee remuneration from 2021. Review the overall compensation plan for 2022. Review manager promotion and salary adjustment proposal. Discuss the manager performance evaluation and remuneration on their respective policy goal, system, criteria and structure. Also review the manager performance in 2021,the proposal of manager salary adjustment and the fixed compensation for 2022. Review the proposal on the manager bonus program. Discuss “Directors with management roles performance evaluation procedure”, and remuneration on their respective policy goals, systems, criteria and structure. Also review the performance of directors with management roles in2021 ,the proposal of salary adjustment and fixed compensation for 2022.
May 11th, 2022	6th Regular Meeting	Review proposal on the manager promotion and salary. Review proposal on the managers’ cash compensation in 2021. Review cash capital Increase for IPO and share subscription for the managers. Review the proposal to continue the appointment of current president and his compensation.
August 10th, 2022	7th Regular Meeting	Review the proposal on the president’s retirement plan.
November 9th, 2022	8th Regular Meeting	Review the manager evaluation criteria for 2023. Review the directosr with management roles’ evaluation criteria for 2023.
February 22nd, 2023	9th Regular Meeting	Discuss “Board of Directors Performance Evaluation Procedure “and remuneration on their respective policy goals, systems, criteria and structure. Also review performance of board of directors and proposal of directors’ compensation in 2022. Review allocation of employee remuneration from 2022. Review the overall compensation plan (include employee stock ownership trust) for 2023. Review the proposal for manager promotion and compensation. Review the proposal on the manager bonus program in 2022. Discuss the “manager performance evaluation procedure” and remuneration on their respective policy goal, system, criteria and structure. Also review the manager performance in 2022,the proposal of manager salary adjustment and the fixed compensation for 2023. Review the evaluation result for the directors with management roles in 2022 and the proposal for compensation adjustment and the fixed compensation for 2023. Review the proposal on the bonus for the directors with management roles in 2022.
May 10th, 2023	10th Regular Meeting	Review the proposal on the managers’ cash compensation in 2022.
November 2nd, 2023	11th Regular Meeting	Review the manager evaluation criteria for 2024. Review directors with management roles’ evaluation criteria for 2024.
February 21st, 2024	12th Regular Meeting	Discuss “Board of Directors Performance Evaluation Procedure “and remuneration on their respective policy goals, systems, criteria and structure. Also review performance of board of directors and proposal of directors’ compensation in 2023. Review allocation of employee remuneration from 2023. Review the overall compensation plan & annual salary increase proposal in 2024. Review the proposal on the manager bonus program in 2023. Discuss the “manager performance evaluation procedure” and remuneration on their respective policy goal, system, criteria and structure. Also review the manager performance in 2023,the proposal of manager salary adjustment and the fixed compensation for 2024. Review the evaluation result for the directors with management roles in 2023 and the proposal for compensation adjustment and the fixed compensation for 2024. Review the proposal on the bonus for the directors with management roles in 2023. Review the compensation package for to be hired chief financial officer who is also both the accounting manager and the spokesperson for the company.

All of above matters were reviewed and/or approved by the Compensation Committee and the Board of Directors.

There was no recommendation of the Compensation Committee which was not adopted or was modified by the Board of Directors.
There were no written or otherwise recorded resolutions on which a member of the Compensation Committee had a dissenting opinion.

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