Board of Directors

Board of Directors Overview

Board Structure

Our board consists of three Inside directors (Se-Ho Chun, Si-Don Choi, Young-Goo Kim) and one Outside Director (Byung-Joon Han), total of four directors.

Board Appointment

When appointing a director, we carefully review the independence of the company and the reason for disqualification related to the business, recommend candidates through the board of directors, and appoint them through the approval of the agenda of the general shareholders meeting.

Chairman of the Board

The chairman of the board is appointed separately from the CEO, and Se-Ho Chun, an inside director, is serving as the chairman of the board according to the articles of association and the resolution of the board of directors.

Composition of the Board of Dirctors

Board of Director Activities

2022 Board of Directors Activities (Details)

Date	Agenda	Result of Deliberation	Attendance of Directors	Presence of Auditor
2022.01.07	Proposal No.1 : Issue of a Bond (Export Growth Fund)	Approved	5/6 (83%)	Present
2022.01.10	Proposal No.1 : The Case of Loans to Affiliates	Approved	5/6 (83%)	Present
2022.01.13	Proposal No.1 : The Case of a Monetary Loan	Approved	5/6 (83%)	Present
2022.01.21	Proposal No.1 : Increasing Production Capacity and Production Capacity due to Increasing Demand for MSAP 4L or More Proposal No.2 : Appointment of Additional CEO (Standing Director Young-Goo Kim)	Approved	6/6 (100%)	Present
2022.01.26	Proposal No.1 : Report of 2022 Safety and Health Plan	Approved	6/6 (100%)	Present
2022.02.07	Proposal No.1 : The Extension of the Loan Period and the Conclusion of the Change Agreement from GLOBAL SIMMTECH Co., Ltd.	Approved	6/6 (100%)	Present
2022.02.24	Proposal No.1 : Approval of 7th Financial Statements Proposal No.2 : Approval of 8th Business Reports	Approved	6/6 (100%)	Present
2022.02.24	Proposal No.1 : Report of 2021 Operation of Internal Accounting Management System Proposal No.2 : Report of 2021 Results of Operation Assessment of Internal Accounting Management System	Approved	6/6 (100%)	Present
2022.02.25	Proposal No.1 : The Case of Loans to Affiliates	Approved	5/6 (83%)	Present
2022.02.25	Proposal No.1 : The Case of Loans to Affiliates	Approved	5/6 (83%)	Present
2022.02.28	Proposal No.1 : 7th Annual General Shareholders Meeting Convocation Proposal No.2 : The Adoption of Electronic Voting System	Approved	6/6 (100%)	Present
2022.03.08	Proposal No.1 : The Case of a Money Loan Contract	Approved	5/6 (83%)	Present
2022.03.11	Proposal No.1 : The Approval of the BESTICS Co., Ltd Stock Transfer Contract	Approved	6/6 (100%)	Present
2022.03.23	Proposal No.1 : Issuance of Shinhan Bank's Usance Letter of Credit	Approved	5/6 (83%)	Present
2022.03.29	Proposal No.1 : Appointment of CEO	Approved	3/4 (75%)	Present
2022.03.29	Proposal No.1 : Amendment of Regulations of the Board of Director	Approved	4/4 (100%)	Present
2022.04.25	Proposal No.1 : The Approval of the Asset Transfer Contract	Approved	4/4 (100%)	Present
2022.04.26	Proposal No.1 : Issuance of Hana Bank's Usance Letter of Credit	Approved	4/4 (100%)	Present
2022.04.27	Proposal No.1 : PKG Substrate Supply and Advance Payment Contract Approval	Approved	4/4 (100%)	Present
2022.06.13	Proposal No.1 : The Case of Loans to Affiliates	Approved	4/4 (100%)	Present
2022.06.15	Proposal No.1 : Hana Bank's "Win-Win Electronic System Loan Against Security of Credit Sales Claims" Increase in Limit	Approved	4/4 (100%)	Present
2022.07.01	Proposal No.1 : Acquisition of Other Company(T.E. TECH(M) SDN.BHD.) Share	Approved	4/4 (100%)	Present
2022.07.04	Proposal No.1 : The Case of Loans to Affiliates	Approved	4/4 (100%)	Present
2022.07.26	Proposal No.1 : GLOBAL SIMMTECH Co., Ltd. 2nd Acquisition of Bearer-type Interest Purchase Agreement for Unsecured Private Equity Convertible Bond	Approved	4/4 (100%)	Present
2022.07.29	Proposal No.1 : Extension of New Factory (F9) Construction Investment Period	Approved	4/4 (100%)	Present
2022.09.06	Proposal No.1 : The Case of Loan to MBI Motors Co., Ltd.	Approved	4/4 (100%)	Present

2021 Board of Directors Activities (Details)

Date	Agenda	Result of Deliberation	Attendance of Directors	Presence of Auditor
2021.01.19	Proposal No.1 : Report of 2021 Safety and Health Plan	Approved	7/7 (100%)	Present
2021.01.25	Proposal No.1 : The Case of Signing an Agreement to Extend and Change the Period of Borrowing Funds from GLOBAL SIMMTECH Co., Ltd (Subsidiary Company)	Approved	7/7 (100%)	Present
2021.01.29	Proposal No.1 : Call/Put Option Setting Contracts	Approved	6/7 (85%)	Present
2021.02.05	Proposal No.1 : Issuance of Woori Bank's Standby Letter of Credit	Approved	5/7 (71%)	Present
2021.02.10	Proposal No.1 : Investment in Establishing a Subsidiary(AI TECH)	Approved	7/7 (100%)	Present
2021.02.23	Proposal No.1 : Report of 2020 Operation of Internal Accounting Management System Proposal No.2 : Report of 2020 Results of Operation Assessment of Internal AccountiAccounting Management System	Approved	7/7 (100%)	Present
2021.02.23	Proposal No.1 : Approval of 6th Financial Statements (2020.01.01 ~ 2020.12.31) Proposal No.2 : Approval of 7th Business Reports (2021.01.01 ~ 2021.12.31)	Approved	7/7 (100%)	Present
2021.02.23	Proposal No.1 : Approval of MSAP Facility and SIP Module Substrate Production Facility Expansion	Approved	7/7 (100%)	Present
2021.03.03	Proposal No.1 : 6th Annual General Shareholders Meeting Convocation (2020.01.01 ~ 2020.12.31)	Approved	7/7 (100%)	Present
2021.03.05	Proposal No.1 : Issuance of Woori Bank's Usance Letter of Credit	Approved	5/7 (71%)	Present
2021.03.26	Proposal No.1 : Concurrent Position Approval of the Executive (Standing Director Young-Goo Kim)	Approved	6/7 (85%)	Present
2021.03.26	Proposal No.1 : Concurrent Position Approval of the Executive (Standing Director Se-Ho Chun)	Approved	6/7 (85%)	Present
2021.03.26	Proposal No.1 : Appointment of Chairman of the Board	Approved	5/7 (71%)	Present
2021.03.29	Proposal No.1 : Issue of a Bond (Export Growth Fund)	Approved	5/6 (83%)	Present
2021.04.09	Proposal No.1 : The Case of Operating Loan Borrowing from Korea Development Bank	Approved	5/6 (83%)	Present
2021.04.29	Proposal No.1 : Issuance of Shinhan Bank's Sight Letter of Credit	Approved	5/6 (83%)	Present
2021.04.29	Proposal No.1 : The Extension of Woori Bank's Company Operating Fund Loan	Approved	5/6 (83%)	Present
2021.07.06	Proposal No.1 : BNP PARIBAS RECEIVABLES PURCHASE AGREEMENT Increase in Limit	Approved	5/6 (83%)	Present
2021.07.06	Proposal No.1 : Issuance of Woori Bank's Usance Letter of Credit	Approved	5/6 (83%)	Present
2021.07.12	Proposal No.1 : SIMMTECH Holdings Co., Ltd. The Case of a Monetary Loan	Approved	5/6 (83%)	Present
2021.07.29	Proposal No.1 : The 3rd GLOBAL SIMMTECH Co., Ltd Bearer-type Interest Purchase Agreement for Unsecured Private Equity Convertible Bond Call/Put Option Contract Conclusion	Approved	5/6 (83%)	Present
2021.08.05	Proposal No.1 : Approval of Additional MSAP Facility Expansion	Approved	6/6 (100%)	Present
2021.08.09	Proposal No.1 : SIMMTECH Holdings Co., Ltd. The Case of a Monetary Loan	Approved	5/6 (83%)	Present
2021.10.01	Proposal No.1 : SIMMTECH Holdings Co., Ltd. The Case of a Monetary Loan	Approved	4/6 (66%)	Present
2021.10.01	Proposal No.1 : The Case of Approval of the Claim for Redeemable Preferred Stock Proposal No.2 : Acquisition of Redeemable Preferred Stocks Proposal No.3 : The Case of Profit Retirement	Approved	4/6 (66%)	Present
2021.11.10	Proposal No.1 : The Case of Loans to Affiliates	Approved	5/6 (83%)	Present
2021.11.26	Proposal No.1 : Issuance of Woori Bank's Standby Letter of Credit	Approved	5/6 (83%)	Present
2021.12.09	Proposal No.1 : The Case of Loans to Affiliates	Approved	5/6 (83%)	Present
2021.12.15	Proposal No.1 : Approval for the Establishing a Base Date for the Rights Shareholders and Cash Dividends at the 7th Regular General Shareholders Meeting	Approved	6/6 (100%)	Present

2020 Board of Directors Activities (Details)

Date	Agenda	Result of Deliberation	Attendance of Directors	Presence of Auditor
2020.01.31	Proposal No.1 : Extension of Loan to the Major Shareholders (the Largest Shareholders)	Approved	6/6 (100%)	Present
2020.02.04	Proposal No.1 : Approval of the Claim for Redeemable Preferred Stock	Approved	5/6 (83%)	Present
2020.02.06	Proposal No.1 : Provision of Additional Collateral (Building)	Approved	4/6 (66%)	Present
2020.02.14	Proposal No.1 : Issuance of IBK(Industrial Bank of Korea)'s Usance Letter of Credit	Approved	4/6 (66%)	Present
2020.02.19	Proposal No.1 : Issuance of Woori Bank's Standby Letter of Credit	Approved	4/6 (66%)	Present
2020.02.25	Proposal No.1 : Issue of New Shares with Paid-In Capital Increase	Approved	6/6 (100%)	Present
2020.02.25	Proposal No.1 : Approval of 5th Financial Statements (2019.01.01 ~ 2019.12.31) Proposal No.2 : Approval of 6th Business Reports (2020.01.01 ~ 2020.12.31)	Approved	6/6 (100%)	Present
2020.02.25	Proposal No.1 : The Case of Loan Borrowing	Approved	4/6 (66%)	Present
2020.02.25	Proposal No.1 : Issue of a Bond (Export Growth Fund)	Approved	4/6 (66%)	Present
2020.02.25	Proposal No.1 : Issue of Private Placement Bonds of SIMMTECH Co., Ltd.	Approved	6/6 (100%)	Present
2020.02.27	Proposal No.1 : 5th Annual General Shareholders Meeting Convocation (2019.01.01 ~ 2019.12.31)	Approved	6/6 (100%)	Present
2020.04.09	Proposal No.1 : Regarding the Joint Guarantee Related to the Loan of our Employee Stock Ownership Association	Approved	7/7 (100%)	Present
2020.05.11	Proposal No.1 : Resolution on the Renewal Agreement of Woori Bank's Company Operating Funds	Approved	4/7 (57%)	Present
2020.06.12	Proposal No.1 : Increase Amount of Korea Development Bank's Usance Letter of Credit	Approved	4/7 (57%)	Present
2020.06.26	Proposal No.1 : The Case of Loan Borrowing	Approved	4/7 (57%)	Present
2020.06.26	Proposal No.1 : Approval of Loan Agreements, etc	Approved	4/7 (57%)	Present
2020.06.30	Proposal No.1 : Concurrent Position Approval of the Executive (Standing Director Se-Ho Chun)	Approved	6/7 (85%)	Present
2020.07.24	Proposal No.1 : Approval of PKG Substrate Purchase Agreement (Long-Term Agreement)	Approved	7/7 (100%)	Present
2020.08.13	Proposal No.1 : Issue of a Bond (Export Growth Fund)	Approved	4/7 (57%)	Present
2020.09.08	Proposal No.1 : The 6th Issuance of Redeemable Preference Shares of SIMMTECH Co., Ltd. with No-Voting Rights	Approved	6/7 (85%)	Present
2020.10.08	Proposal No.1 : New Letter of Credit limit of US $2.5 million	Approved	4/7 (57%)	Present
2020.11.13	Proposal No.1 : The Case of a Monetary Loan of STJ HOLDINGS Ltd.	Approved	7/7 (100%)	Present

Regulations to the Operation of the Board of Directors

Convening of the Board of Directors

When there is a director separately designated by the CEO or the board of directors, the board of directors shall convene by notifying each director and auditor one week before the date of the meeting. However, the convocation procedure may be omitted with the consent of all the directors.

Resolution Process of the Board of Directors

The resolution of the board of directors shall be made with the attendance of a majority of the directors and the consent of a majority of the directors present. However, the number of resolutions of the board of directors on matters falling under Articles 397-2 (Prohibition on Misappropriation of Company Opportunities) and 398 (Prohibition of Self-Dealing) of the Commercial Act shall be at least 2/3 of the directors

Authority of the Board of Directors

The members of the board of directors decide on matters prescribed by the Commercial Act or the articles of incorporation, matters delegated by the general shareholders meeting, the basic policy of the company's management, and important matters related to the execution of duties, and supervise the performance of duties of directors and management.

Independence of the Board of Director

The Company recommends candidates through the board of directors after carefully examining the independence of the company and the reason for disqualification related to the business when the director is appointed, and appoints them through the approval of the agenda of the general shareholders meeting.

Expertise of the Outside Directors

We have a support organization that enables outside directors to perform their professional duties within the Board of Directors, provide materials in advance, provide additional details if necessary, and regularly provide information on other key in-house issues so that they can fully review the agenda before the Board is held. In addition, the Company's Regulations to the Operation of the Board of Directors stipulate the relevant information so that outside directors can receive support from outside experts if necessary.

Establishment and Operation of Committees under the Board of Directors

We may establish and operate the Committee under the Articles of Incorporation and Regulations to the Operation of the Board of Directors for the efficiency and expertise of the activities of the Board of Directors. The Board of Directors may delegate its authority to the Committee, except for the following matters:

1. Proposal of Matters Subject to Approval at a General Shareholders Meeting;
2. Appointment and Dismissal of the Representative director;
3. Establishment of Committees and Appointment and Dismissal of their Members;
4. Matters Prescribed by the Articles of Incorporation.

• Regulations of the Board of Directors

Audit

Audit Committee

Audit Plans and Configurations

As of the date of submission of the report, we do not have a separate audit committee, we have one full-time auditor appointed pursuant to the provisions of Article 542-10 (full-time auditor) Paragraphs 1 and 2 of the Commercial Act.

Authority of the Auditor

We audit the company's business status and property status through regular audits, occasional audits, and special audits for the director's job performance and overall matters of the company.

Appointment of Auditors

The auditor of our company is appointed at the general shareholders meeting, and the candidate for the auditor to be appointed at the general shareholders meeting is selected by the board of directors and confirmed as a bill to be submitted to the general shareholders meeting.

Independence of Audit

We have established an audit team (one team leader and four team members) and we operate it to facilitate access to management information for smooth audit work by internal auditor.
The internal auditor retains and exercises the authority to appoint and dismiss the team manager of the audit team in accordance with the personnel regulations, and the independecy is guaranteed according to the Articles of association.
In addition, the auditor is reviewing and approving the audit plan of the audit team.

Appointment of Auditor

Training

The company has completed internal and external training for its outside director and auditor to increase their expertise and efficiency in performing their duties.

Outside Director

Auditor