Board of Directors

Board of Directors Overview

Board Structure

The board of SIMMTECH consists of three Inside directors (Se-Ho Chun, Young-Seon Chun, Young-Goo Kim) and one Outside Director (Byung-Joon Han), total of four directors.

Director Appointment

When appointing a director, candidates are recommended through the board of directors after careful review of independancy from the company and any job-related disqulification reasons and will be finally appointed in approval of the annual shareholders meeting agenda.

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

2023 Board of Directors Activities (Details)

Date	Agenda	Result of Deliberation	Attendance of Directors	Attendance of Internal Auditor
2023.01.09	Proposal No.1 : The Case of Loans to Affiliates	Approved	4/4 (100%)	Attended
2023.01.09	Proposal No.1 : The Case of a Money Loan Contract	Approved	4/4 (100%)	Attended
2023.01.27	Proposal No.1 : Approval of 2022 Safety and Health Plan	Approved	4/4 (100%)	Attended
2023.02.06	Proposal No.1 : Acquisition of Global Simmtech's 3rd private equity convertible bonds with unguaranteed interest rights	Approved	4/4 (100%)	Attended
2023.02.06	Proposal No.1 : Credit line extention of Korea Development Bank Trade Finance and Import letter of creadit	Approved	4/4 (100%)	Attended
2023.02.06	Proposal No.1 : Proceeding export growth loans from The export-import bank of korea	Approved	4/4 (100%)	Attended
2023.02.13	Proposal No.1 : Extending the loan period of the Industirial bank of korea due L/C	Approved	4/4 (100%)	Attended
2023.02.27	Proposal No.1 : New loan of Industrial bank of korea bill of trade	Approved	4/4 (100%)	Attended
2023.03.08	Proposal No.1 : The Case of a Money Loan Contract	Approved	4/4 (100%)	Attended
2023.03.09	Proposal No.1 : 8th(2022.01.01~2022.12.31) decision of financial settlement and cash dividends (proposal) confirmation	Approved	4/4 (100%)	Attended
2023.03.09	Proposal No.1 : Report of 2022 Operation of Internal Accounting Control System Proposal No.2 : Report of 2022 Results of Operation Assessment of Internal Accounting Control System	Approved	4/4 (100%)	Attended
2023.03.10	Proposal No.1 : 8th Annual General Shareholders Meeting convocation and Approval of requested agenda Proposal No.2 : The adoption of electronic voting system	Approved	4/4 (100%)	Attended
2023.03.20	Proposal No.1 : Proceeding Recivables Sale to Hana Bank	Approved	4/4 (100%)	Attended
2023.03.30	Proposal No.1 : Election of seperate representative directors	Approved	4/4 (100%)	Attended
2023.03.30	Proposal No.1 : Concurrent Position Approval	Approved	4/4 (100%)	Attended
2023.03.30	Proposal No.1 : Appointment of the a member of the Outside Director Candidate Recommendation Committee	Approved	4/4 (100%)	Attended
2023.04.10	Proposal No.1 : The Case of a Money Loan Contract	Approved	4/4 (100%)	Attended
2023.04.24	Proposal No.1 : Credit line extention of Hana Bank Import letter of creadit	Approved	4/4 (100%)	Attended
2023.05.02	Proposal No.1 : Credit line extention of Hana Bank bill of trade funding and win-win foreign exchange mortgage loan	Approved	4/4 (100%)	Attended
2023.05.12	Proposal No.1 : Re-arrangement for credit line of Woori Bank bill of trade loan	Approved	4/4 (100%)	Attended
2023.05.26	Proposal No.1 : Extention of Industirial bank of korea electronic accounts receivale mortage loans credit expry	Approved	4/4 (100%)	Attended
2023.06.14	Proposal No.1 : New loan for industrial facilities from Korea Development Bank	Approved	4/4 (100%)	Attended
2023.06.19	Proposal No.1 : Transferring Goods sale Receivable of Smart financing 10th	Approved	4/4 (100%)	Attended
2023.06.19	Proposal No.1 : Proceeding BNP PARIBAS RECEIVABLES PURCHASE AGREEMENT	Approved	4/4 (100%)	Attended
2023.06.26	Proposal No.1 : Case of Kookmin bank credit line change (LC -> General loan)	Approved	4/4 (100%)	Attended
2023.06.26	Proposal No.1 : The case of new general loan from Woori Bank	Approved	4/4 (100%)	Attended
2023.07.03	Proposal No.1 : The case of new creat loan from UOB Bank	Approved	4/4 (100%)	Attended
2023.07.10	Proposal No.1 : The Case of a Money Loan Contract	Approved	4/4 (100%)	Attended
2023.09.11	Proposal No.1 : Payment guarantee to STG's local finance(loan)	Approved	4/4 (100%)	Attended
2023.09.25	Proposal No.1 : The case of Goods sale Receivable transfer contract and fullfilment	Approved	4/4 (100%)	Attended
2023.11.01	Proposal No.1 : Revising Internal information management regulations	Approved	4/4 (100%)	Attended
2023.11.06	Proposal No.1 : Extending credit line of STJ Holdings money loan	Approved	4/4 (100%)	Attended
2023.11.20	Proposal No.1 : Extending credit line of Korea Development Bank industrial operating loan	Approved	4/4 (100%)	Attended
2023.11.22	Proposal No.1 : Payment guarantee to SUSTIO SDN.BHD's local finance(loan)	Approved	4/4 (100%)	Attended
2023.11.23	Proposal No.1 : Proceeding BNP PARIBAS RECEIVABLES PURCHASE AGREEMENT	Approved	4/4 (100%)	Attended
2023.12.04	Proposal No.1 : Extending guarantee of Woori Bank foreign exchange payment	Approved	4/4 (100%)	Attended
2023.12.14	Proposal No.1 : Announcement of the reference date for the determination of right shareholders at the 9th Annual General Meeting of shareholders	Approved	4/4 (100%)	Attended
2023.12.22	Proposal No.1 : Transferring Goods sale Receivable of Smart financing 10th	Approved	4/4 (100%)	Attended

2022 Board of Directors Activities (Details)

Date	Agenda	Result of Deliberation	Attendance of Directors	Attendance of Internal Auditor
2022.01.07	Proposal No.1 : Issue of a Bond (Export Growth Fund)	Approved	5/6 (83%)	Attended
2022.01.10	Proposal No.1 : The Case of Loans to Affiliates	Approved	5/6 (83%)	Attended
2022.01.13	Proposal No.1 : The Case of a Monetary Loan	Approved	5/6 (83%)	Attended
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 (Director Young-Goo Kim)	Approved	6/6 (100%)	Attended
2022.01.26	Proposal No.1 : Report of 2022 Safety and Health Plan	Approved	6/6 (100%)	Attended
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%)	Attended
2022.02.24	Proposal No.1 : Approval of 7th Financial Statements Proposal No.2 : Approval of 8th Business projection plan	Approved	6/6 (100%)	Attended
2022.02.24	Proposal No.1 : Report of 2021 Operation of Internal Accounting Control System Proposal No.2 : Report of 2021 Results of Operation Assessment of Internal Accounting Control System	Approved	6/6 (100%)	Attended
2022.02.25	Proposal No.1 : The Case of Loans to Affiliates	Approved	5/6 (83%)	Attended
2022.02.25	Proposal No.1 : The Case of Loans to Affiliates	Approved	5/6 (83%)	Attended
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%)	Attended
2022.03.08	Proposal No.1 : The Case of a Money Loan Contract	Approved	5/6 (83%)	Attended
2022.03.11	Proposal No.1 : The Approval of the BESTICS Co., Ltd Stock Transfer Contract	Approved	6/6 (100%)	Attended
2022.03.23	Proposal No.1 : Issuance of Shinhan Bank's Usance Letter of Credit	Approved	5/6 (83%)	Attended
2022.03.29	Proposal No.1 : Appointment of CEO	Approved	3/4 (75%)	Attended
2022.03.29	Proposal No.1 : Amendment of Regulations of the Board of Director	Approved	4/4 (100%)	Attended
2022.04.25	Proposal No.1 : The Approval of the Asset Transfer Contract	Approved	4/4 (100%)	Attended
2022.04.26	Proposal No.1 : Issuance of Hana Bank's Usance Letter of Credit	Approved	4/4 (100%)	Attended
2022.04.27	Proposal No.1 : PKG Substrate Supply and Advance Payment Contract Approval	Approved	4/4 (100%)	Attended
2022.06.13	Proposal No.1 : The Case of Loans to Affiliates	Approved	4/4 (100%)	Attended
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%)	Attended
2022.07.01	Proposal No.1 : Acquisition of Other Company(T.E. TECH(M) SDN.BHD.) Share	Approved	4/4 (100%)	Attended
2022.07.04	Proposal No.1 : The Case of Loans to Affiliates	Approved	4/4 (100%)	Attended
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%)	Attended
2022.07.29	Proposal No.1 : Extension of New Factory (F9) Construction Investment Period	Approved	4/4 (100%)	Attended
2022.09.06	Proposal No.1 : The Case of Loan to MBI Motors Co., Ltd.	Approved	4/4 (100%)	Attended
2022.10.05	Proposal 1 : BNP PARIBAS RECEIVABLES PURCHASE AGREEMENT credit Increase	Approved	4/4(100%)	Attended
2022.10.27	Proposal 1 : (SIMMTECH Inc.) SIMMTECH Cheongju 2nd Branch Establishiment	Approved	4/4(100%)	Attended
2022.11.03	Proposal No.1 : Issuance of Usance Letter of Credit	Approved	4/4(100%)	Attended
2022.11.07	Proposal No.1 : The Case of a Money Loan Contract	Approved	4/4(100%)	Attended
2022.11.08	Proposal No.1 : The Case of a Money Loan Contract	Approved	4/4(100%)	Attended
2022.12.12	Proposal 1: Extension of Woori Bank's Other Foreign Currency Payment Guarantee	Approved	4/4(100%)	Attended
2022.12.12	Proposal 1: Shinhan Bank Trade Finance Extension	Approved	4/4(100%)	Attended
2022.12.15	Proposal 1: Announcement of the reference date for the determination of right shareholders at the 8th Annual General Meeting of shareholders Proposal 2: Announcement of the reference date for cash dividends	Approved	4/4(100%)	Attended
2022.12.15	Proposal 1: Proceeding Recivables Sale to Hana Bank	Approved	4/4(100%)	Attended
2022.12.20	Proposal 1: Amendments to the Regulations of Board of Directors	Approved	4/4(100%)	Attended
2022.12.22	Proposal 1: Approval of the Establishment of the Outside Director Nomination Committee and Regulations	Approved	4/4(100%)	Attended
2022.12.26	Proposal 1: Proceeding Hana Bank Loan for Facility Finance	Approved	4/4(100%)	Attended

2021 Board of Directors Activities (Details)

Date	Agenda	Result of Deliberation	Attendance of Directors	Attendance of Internal Auditor
2021.01.19	Proposal No.1 : Report of 2021 Safety and Health Plan	Approved	7/7 (100%)	Attended
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%)	Attended
2021.01.29	Proposal No.1 : Call/Put Option Setting Contracts	Approved	6/7 (85%)	Attended
2021.02.05	Proposal No.1 : Issuance of Woori Bank's Standby Letter of Credit	Approved	5/7 (71%)	Attended
2021.02.10	Proposal No.1 : Investment in Establishing a Subsidiary(AI TECH)	Approved	7/7 (100%)	Attended
2021.02.23	Proposal No.1 : Report of 2020 Operation of Internal Accounting Control System Proposal No.2 : Report of 2020 Results of Operation Assessment of Internal AccountiAccounting Control System	Approved	7/7 (100%)	Attended
2021.02.23	Proposal No.1 : Approval of 6th Financial Statements (2020.01.01 ~ 2020.12.31) Proposal No.2 : Approval of 7th Business projection plan (2021.01.01 ~ 2021.12.31)	Approved	7/7 (100%)	Attended
2021.02.23	Proposal No.1 : Approval of MSAP Facility and SIP Module Substrate Production Facility Expansion	Approved	7/7 (100%)	Attended
2021.03.03	Proposal No.1 : 6th Annual General Shareholders Meeting Convocation (2020.01.01 ~ 2020.12.31)	Approved	7/7 (100%)	Attended
2021.03.05	Proposal No.1 : Issuance of Woori Bank's Usance Letter of Credit	Approved	5/7 (71%)	Attended
2021.03.26	Proposal No.1 : Concurrent Position Approval of the Executive (Standing Director Young-Goo Kim)	Approved	6/7 (85%)	Attended
2021.03.26	Proposal No.1 : Concurrent Position Approval of the Executive (Standing Director Se-Ho Chun)	Approved	6/7 (85%)	Attended
2021.03.26	Proposal No.1 : Appointment of Chairman of the Board	Approved	5/7 (71%)	Attended
2021.03.29	Proposal No.1 : Issue of a Bond (Export Growth Fund)	Approved	5/6 (83%)	Attended
2021.04.09	Proposal No.1 : The Case of Operating Loan Borrowing from Korea Development Bank	Approved	5/6 (83%)	Attended
2021.04.29	Proposal No.1 : Issuance of Shinhan Bank's Sight Letter of Credit	Approved	5/6 (83%)	Attended
2021.04.29	Proposal No.1 : The Extension of Woori Bank's Company Operating Fund Loan	Approved	5/6 (83%)	Attended
2021.07.06	Proposal No.1 : BNP PARIBAS RECEIVABLES PURCHASE AGREEMENT Increase in Limit	Approved	5/6 (83%)	Attended
2021.07.06	Proposal No.1 : Issuance of Woori Bank's Usance Letter of Credit	Approved	5/6 (83%)	Attended
2021.07.12	Proposal No.1 : SIMMTECH Holdings Co., Ltd. The Case of a Monetary Loan	Approved	5/6 (83%)	Attended
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%)	Attended
2021.08.05	Proposal No.1 : Approval of Additional MSAP Facility Expansion	Approved	6/6 (100%)	Attended
2021.08.09	Proposal No.1 : SIMMTECH Holdings Co., Ltd. The Case of a Monetary Loan	Approved	5/6 (83%)	Attended
2021.10.01	Proposal No.1 : SIMMTECH Holdings Co., Ltd. The Case of a Monetary Loan	Approved	4/6 (66%)	Attended
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%)	Attended
2021.11.10	Proposal No.1 : The Case of Loans to Affiliates	Approved	5/6 (83%)	Attended
2021.11.26	Proposal No.1 : Issuance of Woori Bank's Standby Letter of Credit	Approved	5/6 (83%)	Attended
2021.12.09	Proposal No.1 : The Case of Loans to Affiliates	Approved	5/6 (83%)	Attended
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%)	Attended

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

The Company may establish and operate Committees 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

Evaluation of the Board of directors

SIMMTECH conducts an annual self-evaluation of the Board of Directors to ensure continuous improvement and efficient operation. This evaluation covers a range of aspects, including the composition and operational status of the Board, information disclosure practices, and individual director performance. The result of the evaluation this year is confirmed as "Good".

• Questionnaire : Evaluation of the Board of directors

Committee of the Board

Outside Director Candidate Recommendation Committee

Composition

The Outside Director Candidate Recommendation Committee is composed of two inside directors (Si-Don Choi and Young-Goo Kim).

Responsibilities and Roles

The Outside Director Candidate Recommendation Committee may discuss matters necessary for recommending outside director candidates and other recommendations for outside director candidates, the right to recommend candidates for outside directors at the general meeting of shareholders.

Committee Activities

2023 Outside Director Candidate Recommendation Committee Activities (Details)

Date	Agenda	Result of Deliberation	Attendance of Directors
2023.02.20	Proposal 1: Recommendation of Outside Director Candidate (Outside Director Candidate Byung-Joon Han)	Approved	2/2 (100%)
2023.03.31	Proposal 1: Appointment of the Chairman of the Outside Director Candidate Recommendation Committee	Approved	2/2 (100%)
2023.12.20	Proposal 1: Monitoring Outside Director Candidate	Approved	2/2 (100%)

2022 Outside Director Candidate Recommendation Committee Activities (Details)

Date	Agenda	Result of Deliberation	Attendance of Directors
2022.12.23	Proposal 1: Appointment of the Chairperson of the Outside Director Candidate Recommendation Committee Proposal 2: Report on the status of the nominating committee candidate pool	Approved	2/2 (100%)
2023.02.20	Proposal 1: Recommendation of Outside Director Candidate (Outside Director Candidate Byung-Joon Han)	Approved	2/2 (100%)

• Regulations of the Outside Director Candidate Recommendation Committee

Audit

Internal Audit

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

SIMMTECH 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