Audit Committee
Audit Committee Composition
The Audit Committee is composed of all independent directors. The term of this committee is from June 10, 2025, to June 9, 2028. Commissioner Huang Bei-Hao possesses accounting and financial expertise and serves as the convener of the committee.
Audit Committee Responsibilities
- Establishment or amendment of the internal control system pursuant to
- Article 14-1 of the Securities and Exchange Act.
- Assessment of the effectiveness of the internal control system.
- Establishment or amendment of handling procedures for material financial or business acts, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, and endorsements or guarantees for others, pursuant to Article 36-1 of the Securities and Exchange Act.
- Matters involving the personal interest of directors.
- Material asset or derivatives transactions.
- Material monetary loans, endorsements, or guarantees.
- Offering, issuance, or private placement of equity-type securities.
- Hiring or dismissal of an attesting CPA, or the compensation given thereto.
- Appointment or discharge of financial, accounting, or internal audit officers.
- Annual financial reports and semi-annual financial reports.
- Other material matters as required by the company or competent authority.
Audit Committee Attendance
| Title | Name | Actual Attendance | Attendance Proxy | Attendance Rate | Note |
|---|---|---|---|---|---|
| Commissioner | Huang Bei-Hao | 4 | 4 | 100.00% | Renewed on June 10, 2025 |
| Commissioner | Su Ping-Hui | 4 | 3 | 75.00% | Renewed on June 10, 2025 |
| Commissioner | Xiao Yun-Long | 4 | 4 | 100.00% | Renewed on June 10, 2025 |
| Commissioner | Chen Yi-Jun | 4 | 4 | 100.00% | Renewed on June 10, 2025 |
Important Resolutions
| Meeting Date | Agenda Content | Audit Committee Opinion | Company Handling |
|---|---|---|---|
| 2025/3/12 | 1.Distribution of 2024 employee and director remuneration 2.2024 Consolidated Financial Statements and Business Report 3.2024 Surplus Distribution 4.Assessment of CPA independence and suitability 5.Issuance of 2024 Internal Control System Statement 6.Full re-election of directors proposal 7.Lifting of non-compete restrictions for new directors 8.Proposal for Amendments to the "Articles of Incorporation". 9.Amendment to "Procedures for Handling Material Inside Information" 10.Amendment to Internal Control System. | All approved All approved All approved All approved All approved All approved All approved All approved All approved All approved | All approved All approved All approved All approved All approved All approved All approved All approved All approved All approved |
| 2025/4/23 | 1.Nomination of Director Candidates (Including Independent Directors) 2.Proposal to Release Non-competition Restrictions on Newly Elected Directors 3.Remuneration for the Certified Public Accountant (CPA) 4.Amendment of the Accounting System | All approved All approved All approved All approved | All approved All approved All approved All approved |
| 2025/5/20 | 1.Q1 2025 Financial Report 2.CPA's Internal Control System Statement; Establishment of "Sustainable 3.Development Committee Charter" 4.Appointment of members for the 1st Sustainable Development Committee 5.Amendment to "Financial Report Preparation Process" 6.Amendment to "Procedures for Handling Material Inside Information" 7.Ratification of lease of office premises (Related Party). | All approved All approved All approved All approved All approved All approved All approved | All approved All approved All approved All approved All approved All approved All approved |
| 2025/6/10 | 1.Appointment of members for the 2nd Sustainable Development Committee. | All approved | All approved |
| 2025/8/13 | 1.Q2 2025 Financial Report 2.Amendment to "Stock Affairs Handling Operations". | All approved All approved | All approved All approved |
| 2025/9/5 | 1.Proposal for cash capital increase through issuing new shares for initial public offering (IPO). | All approved | All approved |
Communication with CPA
The company’s attesting CPAs attend the Audit Committee meetings to communicate with the independent directors regarding the financial reports of each quarter or required matters related to finance, tax, or other relevant laws.
| Meeting Date | Communication Highlights | Suggestions & Results |
|---|---|---|
| 2025/3/12 | Status of 2024 Financial Report Audit | Communication status is good |
| 2025/5/20 | Status of Q1 2025 Financial Report Review | Communication status is good |
| 2025/8/13 | Status of Q2 2025 Financial Report Review | Communication status is good |