Audit Committee
Audit committee members
Name Professional qualifications and experience Professional qualifications and experience
(Convenor) Hsu, Mei-Fang Graduate of Accounting Department, Ming Chuan University
More than 5 years of work experience in commerce, finance and accounting and experience necessary for company operation..
More than 5 years of working experience as a certified public accountant who has passed a national examination and been awarded a certificate in his profession.
She is currently the practicing CPA of Dayar CPA Firm with the professional qualification and skills in finance and familiar with relevant laws and regulations. She provides the Company necessary supervision and suggestions from a professional and objective perspective. Independent director Kao, Chin-Cheng Master, Graduate Institute of Law, National Chung Hsing University
More than 5 years of work experience in commerce and law and experience necessary for company operation.
More than 5 years of working experience as an attorney who has passed a national examination and been awarded a certificate in a profession.
He is currently the Managing Partner of Kao Chin-Cheng Law Firm with professional knowledge in laws and familiar with relevant regulations. He provides legal opinions for the board of Directors with regard to corporate governance and on legal compliance of business decisions of the Company helping to mitigate the risk of violation of laws. Independent director Liao, Da-Ying Doctor of Philosophy in Law, Kobe University
More than 5 years of work experience in commerce and law and experience necessary for company operation.
More than 5 years of experience as a professor in an academic department related to the business needs of the company in a public or private junior college, college, or university.
He is currently the professor of the college of law in Tunghai University with profound knowledge in law and is a highly respected figure in academia. He benefits the Company with his familiarity in corporate governance and offers valuable legal knowledge and opinions on corporate governance to the board.
| Name | Professional qualifications and experience | |
|---|---|---|
| Professional qualifications and experience (Convenor) | Hsu, Mei-Fang | Graduate of Accounting Department, Ming Chuan University More than 5 years of work experience in commerce, finance and accounting and experience necessary for company operation.. More than 5 years of working experience as a certified public accountant who has passed a national examination and been awarded a certificate in his profession. She is currently the practicing CPA of Dayar CPA Firm with the professional qualification and skills in finance and familiar with relevant laws and regulations. She provides the Company necessary supervision and suggestions from a professional and objective perspective. |
| Independent director | Kao, Chin-Cheng | Master, Graduate Institute of Law, National Chung Hsing University More than 5 years of work experience in commerce and law and experience necessary for company operation. More than 5 years of working experience as an attorney who has passed a national examination and been awarded a certificate in a profession. He is currently the Managing Partner of Kao Chin-Cheng Law Firm with professional knowledge in laws and familiar with relevant regulations. He provides legal opinions for the board of Directors with regard to corporate governance and on legal compliance of business decisions of the Company helping to mitigate the risk of violation of laws. |
| Independent director | Liao, Da-Ying | Doctor of Philosophy in Law, Kobe University More than 5 years of work experience in commerce and law and experience necessary for company operation. More than 5 years of experience as a professor in an academic department related to the business needs of the company in a public or private junior college, college, or university. He is currently the professor of the college of law in Tunghai University with profound knowledge in law and is a highly respected figure in academia. He benefits the Company with his familiarity in corporate governance and offers valuable legal knowledge and opinions on corporate governance to the board. |
Audit Committee's operations:
The Company's Audit Committee consists of 3 independent directors. The Committee aims to help the Board of Directors perform the supervision on quality and ethics of the Company’s execution of the accounting, auditing, financial and reporting procedures, and financial controls.
The Audit Committee is responsible for reviewing the matters including:
-
- Financial statements.
- Audit and accounting policies and procedures.
- Internal control system-related policies and procedures.
- Important assets or transactions of derivative instruments.
- Important loans and endorsements or guarantees.
- Offering or issuance of securities.
- Financial derivatives and investment in cash.
- Compliance.
- Whether managers and directors engage in transactions with related parties, and potential conflict of interest.
- Report on complaints.
- Anti-corruption plan and corruption investigation report.
- Information security.
- Corporate risk management.
- Qualification & experience, independence and performance evaluation of external auditors.
- Appointment or dismissal of, or remuneration to, the external auditors.
- Appointment/dismissal of finance/accounting officers or internal audit officer.
- Performance of the Audit Committee’s duties.
- Audit Committee’s self-performance evaluation questionnaire.
Review on financial reports
The Board of Directors prepared the Company's 2025 business report, financial statements and earnings distribution plan, among which the financial statements (including consolidated financial statement) have been audited by Nexia Sun Rise CPAs & Co., and an auditors’ report has been issued. Said operation review, financial statements and motions for distribution of earnings or covering of loss have been reviewed by the Audit Committee and found to have no inconsistencies.
Evaluation on effectiveness of the internal control system
The Audit Committee evaluated the effectiveness of policies and procedures about the Company's internal control system (including finance, operation, risk management, information security, contract award and compliance control policies), and also reviewed the Company's Audit Dept. and external auditors, in addition to the management’s periodic reports, including risk management and compliance reports. By reference to the Internal Control-Integrated Framework released by The Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013, the Audit Committee believed that the Company’s risk management and internal control system should be held effective. The Company has also adopted necessary control mechanism to supervise and correct any misconduct.
The Audit Committee held 10 meetings (A) in 2025. The attendance record of independent directors is listed below:
Job title Name Actual attendance (B) Attendance by proxy Actual attendance rate (%)(B/A) Remarks Independent director
(Convenor) Hsu, Mei-Fang 10 0 100% Independent director Kao, Chin-Cheng 10 0 100% Independent director Liao, Da-Ying 9 1 90%
| Job title | Name | Actual attendance (B) | Attendance by proxy | Actual attendance rate (%)(B/A) | Remarks |
|---|---|---|---|---|---|
| Independent director (Convenor) | Hsu, Mei-Fang | 10 | 0 | 100% | |
| Independent director | Kao, Chin-Cheng | 10 | 0 | 100% | |
| Independent director | Liao, Da-Ying | 9 | 1 | 90% |
Date of Audit Committee meeting Content of the motions and subsequent actions taken Resolution of Audit Committee meeting The Company’s response to the Audit Committee’s opinions 2nd term
11th meeting
2025/01/14 No discussion matter. N/A N/A 2nd term
12th meeting
2025/03/12 1. 2024 Business Report and Financial Statements. Approved by all of the Audit Committee members Unanimously approved by all directors present 2. Proposal for amendments to the Company’s “Articles of Incorporation.” Approved by all of the Audit Committee members Unanimously approved by all directors present 3. Proposal for amendments to the Company's “Corporate Governance Best Practice Principles.” Approved by all of the Audit Committee members Unanimously approved by all directors present 4. Discussion of the 2024 Internal Control System Statement. Approved by all of the Audit Committee members Unanimously approved by all directors present 5. Proposal for change of the certifying CPAs for the Company’s financial statements. Approved by all of the Audit Committee members Unanimously approved by all directors present 6. Assessment of the independence and suitability of the certifying CPAs for 2025. Approved by all of the Audit Committee members Unanimously approved by all directors present 7. Proposal for the Company’s continued disposal of the Korean subsidiary. Approved by all of the Audit Committee members Unanimously approved by all directors present 8. Proposal for additional works for the Company’s self-owned land commissioned construction Phase II project. Approved by all of the Audit Committee members Unanimously approved by all directors present 2nd term
13th meeting
2025/03/17 1. The Company proposes to acquire land and factory buildings in Hukou Industrial Zone. Approved by all of the Audit Committee members Unanimously approved by all directors present 2nd term
14th meeting
2025/04/22 1. Proposal for repurchasing the Company’s shares to safeguard shareholders’ rights and interests. Approved by all of the Audit Committee members Unanimously approved by all directors present 2nd term
15th meeting
2025/05/09 1. Proposal for the Company’s 2025 first quarter financial report. Approved by all of the Audit Committee members Unanimously approved by all directors present 2nd term
16th meeting
2025/06/27 1. The Company proposes to acquire 100% of the equity interest in ATV. Approved by all of the Audit Committee members Unanimously approved by all directors present 2nd term
17th meeting
2025/08/13 1. Amendment to the Company’s “Procedures for Preparation and Verification of Sustainability Reports.” Approved by all of the Audit Committee members Unanimously approved by all directors present 2. Proposal for Establishing the Company’s “Procedures for Repurchase of Treasury Shares.” Approved by all of the Audit Committee members Unanimously approved by all directors present 3. Proposal for the Company’s 2025 second quarter financial report. Approved by all of the Audit Committee members Unanimously approved by all directors present 4. Subject: Proposed amendments to the issuance and conversion terms of the Company’s fifth domestic unsecured convertible corporate bonds. Approved by all of the Audit Committee members Unanimously approved by all directors present 5. Cancellation of the Company’s treasury shares and setting of the capital reduction record date. Approved by all of the Audit Committee members Unanimously approved by all directors present 6. The Company proposes to undertake a self-owned land construction project for its second Hukou plant. Approved by all of the Audit Committee members Unanimously approved by all directors present 7. Discussion on the Company’s lending of funds to its Korean subsidiary, Megtas. Approved by all of the Audit Committee members Unanimously approved by all directors present 2nd term
18th meeting
2025/10/08 1. Resolution on setting the record date for issuance of new shares upon conversion into common stock of the Company’s fifth domestic unsecured convertible corporate bonds for conversion applications in the third quarter of 2025. Approved by all of the Audit Committee members Unanimously approved by all directors present 2. Proposal for the Company’s acquisition of equity interest in ATV. Approved by all of the Audit Committee members Unanimously approved by all directors present 3. Proposal for amendments to the Company’s “Payroll Cycle.” Approved by all of the Audit Committee members Unanimously approved by all directors present 2nd term
19th meeting
2025/11/10 1. Proposal for the Company’s 2025 third quarter financial report. Approved by all of the Audit Committee members Unanimously approved by all directors present 2. Discussion of the Company’s 2026 Internal Audit Plan. Approved by all of the Audit Committee members Unanimously approved by all directors present 3. Proposal for the Company’s acquisition of land and factory buildings in Zhubei. Approved by all of the Audit Committee members Unanimously approved by all directors present 2nd term
20th meeting
2025/11/17 1. The Company proposes to acquire 100% of the equity interest in Focus. Approved by all of the Audit Committee members Unanimously approved by all directors present
| Date of Audit Committee meeting | Content of the motions and subsequent actions taken | Resolution of Audit Committee meeting | The Company’s response to the Audit Committee’s opinions |
|---|---|---|---|
| 2nd term 11th meeting 2025/01/14 | No discussion matter. | N/A | N/A |
| 2nd term 12th meeting 2025/03/12 | 1. 2024 Business Report and Financial Statements. | Approved by all of the Audit Committee members | Unanimously approved by all directors present |
| 2. Proposal for amendments to the Company’s “Articles of Incorporation.” | Approved by all of the Audit Committee members | Unanimously approved by all directors present | |
| 3. Proposal for amendments to the Company's “Corporate Governance Best Practice Principles.” | Approved by all of the Audit Committee members | Unanimously approved by all directors present | |
| 4. Discussion of the 2024 Internal Control System Statement. | Approved by all of the Audit Committee members | Unanimously approved by all directors present | |
| 5. Proposal for change of the certifying CPAs for the Company’s financial statements. | Approved by all of the Audit Committee members | Unanimously approved by all directors present | |
| 6. Assessment of the independence and suitability of the certifying CPAs for 2025. | Approved by all of the Audit Committee members | Unanimously approved by all directors present | |
| 7. Proposal for the Company’s continued disposal of the Korean subsidiary. | Approved by all of the Audit Committee members | Unanimously approved by all directors present | |
| 8. Proposal for additional works for the Company’s self-owned land commissioned construction Phase II project. | Approved by all of the Audit Committee members | Unanimously approved by all directors present | |
| 2nd term 13th meeting 2025/03/17 | 1. The Company proposes to acquire land and factory buildings in Hukou Industrial Zone. | Approved by all of the Audit Committee members | Unanimously approved by all directors present |
| 2nd term 14th meeting 2025/04/22 | 1. Proposal for repurchasing the Company’s shares to safeguard shareholders’ rights and interests. | Approved by all of the Audit Committee members | Unanimously approved by all directors present |
| 2nd term 15th meeting 2025/05/09 | 1. Proposal for the Company’s 2025 first quarter financial report. | Approved by all of the Audit Committee members | Unanimously approved by all directors present |
| 2nd term 16th meeting 2025/06/27 | 1. The Company proposes to acquire 100% of the equity interest in ATV. | Approved by all of the Audit Committee members | Unanimously approved by all directors present |
| 2nd term 17th meeting 2025/08/13 | 1. Amendment to the Company’s “Procedures for Preparation and Verification of Sustainability Reports.” | Approved by all of the Audit Committee members | Unanimously approved by all directors present |
| 2. Proposal for Establishing the Company’s “Procedures for Repurchase of Treasury Shares.” | Approved by all of the Audit Committee members | Unanimously approved by all directors present | |
| 3. Proposal for the Company’s 2025 second quarter financial report. | Approved by all of the Audit Committee members | Unanimously approved by all directors present | |
| 4. Subject: Proposed amendments to the issuance and conversion terms of the Company’s fifth domestic unsecured convertible corporate bonds. | Approved by all of the Audit Committee members | Unanimously approved by all directors present | |
| 5. Cancellation of the Company’s treasury shares and setting of the capital reduction record date. | Approved by all of the Audit Committee members | Unanimously approved by all directors present | |
| 6. The Company proposes to undertake a self-owned land construction project for its second Hukou plant. | Approved by all of the Audit Committee members | Unanimously approved by all directors present | |
| 7. Discussion on the Company’s lending of funds to its Korean subsidiary, Megtas. | Approved by all of the Audit Committee members | Unanimously approved by all directors present | |
| 2nd term 18th meeting 2025/10/08 | 1. Resolution on setting the record date for issuance of new shares upon conversion into common stock of the Company’s fifth domestic unsecured convertible corporate bonds for conversion applications in the third quarter of 2025. | Approved by all of the Audit Committee members | Unanimously approved by all directors present |
| 2. Proposal for the Company’s acquisition of equity interest in ATV. | Approved by all of the Audit Committee members | Unanimously approved by all directors present | |
| 3. Proposal for amendments to the Company’s “Payroll Cycle.” | Approved by all of the Audit Committee members | Unanimously approved by all directors present | |
| 2nd term 19th meeting 2025/11/10 | 1. Proposal for the Company’s 2025 third quarter financial report. | Approved by all of the Audit Committee members | Unanimously approved by all directors present |
| 2. Discussion of the Company’s 2026 Internal Audit Plan. | Approved by all of the Audit Committee members | Unanimously approved by all directors present | |
| 3. Proposal for the Company’s acquisition of land and factory buildings in Zhubei. | Approved by all of the Audit Committee members | Unanimously approved by all directors present | |
| 2nd term 20th meeting 2025/11/17 | 1. The Company proposes to acquire 100% of the equity interest in Focus. | Approved by all of the Audit Committee members | Unanimously approved by all directors present |