Functional Committees
Audit Committee
The Company’s Audit Committee is composed entirely of independent directors. The committee convenes at least once every quarter and may call additional meetings as necessary. Within the scope of its authority, the committee may invite members of management, internal auditors, the Company’s appointed CPAs, or other relevant personnel to attend meetings and provide necessary information.
The responsibilities of the Audit Committee are as follows:
- Establishment or amendment of the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
- Assessment of the effectiveness of the internal control system.
- Establishment or amendment of procedures for handling significant financial and business activities such as acquisition or disposal of assets, engagement in derivatives trading, lending of funds to others, and endorsements or guarantees for others, in accordance with Article 36-1 of the Securities and Exchange Act.
- Matters involving directors’ own interests.
- Significant transactions of assets or derivatives.
- Significant loans of funds, endorsements, or guarantees.
- Fundraising, issuance, or private placement of equity-type securities.
- Appointment, dismissal, or compensation of CPAs.
- Appointment or dismissal of financial, accounting, or internal audit supervisors.
- Annual financial reports are signed or sealed by the chairman, managers, and accounting supervisor, and second-quarter financial reports must be audited and attested by the CPAs.
- Other significant matters as stipulated by the company or competent authorities.
Members of the Audit Committee
| Title | Name | Current Position | Experience (Education) |
| Independent Director(Convener of the Audit Committee) | Jen-Chi Lu | Practicing CPA at Lian Wei CPAs | Master of Accounting, Chung Yuan Christian UniversityAssistant Manager at Deloitte Taiwan |
| Independent Director | Chun-Yi Hsu | Chairman of Bo Rui International Asset Management Co., Ltd.Chairman of Kun Yi Capital Co. Ltd. | Master of Business Administration, University of Texas, USAExecutive Director at United Management Consulting Co., Ltd. |
| Independent Director | Shu-Chun Huang | Chairman of Choice Delights Inc. | Executive MBA, Business Administration, National Taiwan UniversityMaster of Management of Technology, National Chiao Tung UniversitySpecial Assistant to the General Manager/Consultant at ITE Tech. Inc.Manager, Strategic Marketing Department, Vanguard International Semiconductor Corporation |
| Independent Director | Hsuan Wang | Director, Center for Sustainable Development and Social Responsibility, Yuan Ze University Committee Chairperson, Internal Audit Committee, Yuan Ze University Assistant Professor, College of Management, Yuan Ze University Corporation Independent Director, AP Memory Technology Corporation | Adjunct Instructor, Department of Accounting, National Taiwan University |
Implementation of Audit Committee
The Audit Committee held four meetings in 2025 (the 114th fiscal year) [A]. The independent director attendance was as follows:
| TITLE | NAME | Attendance in Person [B] | By Proxy | Attendance Rate (%) [B/A] | NOTE |
| Independent Director (Convener of the Audit Committee) | Jen-Chi Lu | 4 | 0 | 100 | None |
| Independent Director | Chun-Yi Hsu | 4 | 0 | 100 | None |
| Independent Director | Shu-Chun Huang | 4 | 0 | 100 | None |
| Independent Director | Hsuan Wang | 2 | 0 |
100 (Should attend twice) |
Newly elected on June 17th, 2025 |
Communication between independent directors and the internal audit supervisor
- The internal audit supervisor sends the previous month’s audit report to each independent director via email for review. Independent directors can directly communicate with the audit supervisor regarding the report’s content. Additionally, the audit supervisor must attend at least two meetings annually with the CPAs and independent directors and separately report on the execution of audit activities.
- Report by the internal audit supervisor at the Audit Committee meeting
- Annual risk assessment results and internal audit plan
- Effectiveness of the design and implementation of the internal control system
- Quarterly internal audit execution and follow-up on audit findings and improvements
- The CPAs hold meetings with the independent directors at least twice a year to report on the results of financial statement audits/reviews, major issues such as accounting policies and estimates, upcoming or newly applicable standards and regulations, and to discuss any questions raised by the independent directors.
- Other: In the event of significant exceptional matters or issues that the independent directors, audit supervisor, and accountants deem necessary for independent communication, meetings can be convened on an ad hoc basis.
- Communication between independent directors and the internal audit supervisor
| DATE | COMMUNICATION METHODS | Communication Matters | Opinions of Independent Directors and Subsequent Actions |
| 2025.03.04 | Audit Committee | 1. Internal audit implementation for Q4 2024. 2. Internal control self-assessment results and internal control system statement for 2024. | Independent directors expressed agreement with the content of the report |
| 2025.03.04 | Independent Directors and Accountant Seminar | Internal audit report for Q4 2024. | None |
| 2025.05.06 | Audit Committee | Internal audit implementation and audit findings for Q1 2025. | Independent directors expressed agreement with the content of the report |
| 2025.07.29 | Independent Directors and Accountant Seminar | Internal audit report for Q2 2025. | None |
| 2025.07.29 | Audit Committee | Internal audit implementation and audit findings for Q2 2025. | Independent directors expressed agreement with the content of the report |
| 2025.10.28 | Audit Committee | 1. Internal audit implementation for Q3 2025. 2. Annual risk assessment results and internal audit plan for 2026. | Independent directors expressed agreement with the content of the report |
- Communication between independent directors and the CPAs
| DATE | COMMUNICATION METHODS | Communication Matters | Opinions of Independent Directors and Subsequent Actions |
| 2025.03.04 | Independent Directors and Accountant Seminar | 1. Audit results and key audit matters of the 2024 financial reports. 2. Upcoming or newly applicable standards and regulations. | None |
| 2025.07.29 | Independent Directors and Accountant Seminar | 1. Review results of the 2025 Q2 financial reports. 2. Upcoming or newly applicable standards and regulations. | None |