The Board of Directors of SFA Semicon Philippines Corporation (“SSP” or the “Corporation”), at its special meeting held today, approved the following: 1. Ratification of the Appointment of SyCip Gorres Velayo & Co. (“SGV”) as the External Independent Party to Evaluate the Fairness of the Terms of the Agreements between SFA Semicon Co., Ltd. (“SSK”) and the Corporation
2. Per the Reports/Recommendations of the Risk Management Committee: a. Presentation of the SGV Benchmarking Report (Transfer Pricing Study) for Calendar Year 2024 b. Notation of (i) the automatic renewal effective on July 1, 2024 of the Business Transaction Agreement dated as of July 1, 2019, as amended and renewed, between SSK and SSP relating to Samsung Products (the “BTA”); (ii) the automatic monthly renewal of the Supplemental Agreement (to the BTA) dated as of July 1, 2019, as amended and renewed, between SSK and SSP; (iii) the automatic renewal effective on July 1, 2024 of the Agreement between SSK and SSP (on defective and obsolete supplies and reimbursement by SSK of certain expenses of SSP, all in connection with the BTA) notarized by SSP on December 29, 2020 and notarized and apostilled by SSK on January 4, 2021 and previously renewed; and (iv) the automatic renewal effective on January 1, 2024 of the Business Transaction Agreement dated January 1, 2021, as previously renewed, between SSK and SSP for Wireless Amplifier Module Inc. (“WiPAM”) products c.Ratification of the following Agreements between SSP and SSK: (i) Integrated Service Agreement notarized by SSP on May 24, 2024 and notarized/apostilled by SSK on June 3, 2024 and effective on January 1, 2024, for the provision by SSK of integrated services for the preventive maintenance and watermark solution of the SSP groupware system (ii) Service Agreement dated May 28, 2024 and effective on September 1, 2023, for the advice and assistance by SSK in connection with SSP’s business operations, as supplemented by the Employee Assignment Agreement dated May 28, 2024 and effective on September 1, 2023 between SSK and SSP to identify the assigned employees that will perform the services specified in the Service Agreement
3. Closure of the Savings Accounts with the Bank of the Philippine Islands
4. Amendment and Restatement of the February 11, 2020 Board Resolutions on the Appointment of authorized representatives in relation to SSP’s application with the Bureau of Internal Revenue (“BIR”) to allow SSP to use its new computerized accounting system (CAS) called Enterprise Resource Planning (ERP)
5. Amendment and Restatement of the November 10, 2023 Board Resolutions on the Appointment of Authorized Representatives to Liaise and Coordinate with the Social Security System, Philippine Health Insurance Corporation, Home Development Mutual Fund, BIR, and other government agencies for transactions related to employee compensation and benefits, to reflect amendments to the list of authorized representatives |