Audit Committee

Audit Committee

Professional Qualification and Experience of Audit Committee Members, Annual Work Focus and Operation Status

Professional Qualification and Experience of Audit Committee Members

In accordance with the applicable scope of expansion of compulsory establishment of audit committee specified in Jin-Guan-Zheng-Fa-Zi No. 10703452331 Letter, the provisions of the “Regulations Governing the Exercise of Powers by Audit Committees of Public Companies” and Paragraph 2 of Article 14-2 of the Securities and Exchange Act, all members of Audit Committee shall be independent directors, and Audit Committee shall consist of at least three independent directors. The Company has officially established the Audit Committee after the completion of the procedure for election of directors during the shareholders’ meeting held on June 15, 2022.

For the members of the first term of Audit Committee, the Company appointed three Independent Directors, Chia-Hsing Chang, Ming-Tsung Shih and Tu-Ming Tsai, to assume the positions of Audit Committee members, and the term of office shall be from June 15, 2022 to June 14, 2025, the same as the term of office of the present term of Board of Directors. The committee members shall elect one person to act as the Committee Convener.

Information of Audit Committee Members

Responsibilities and Annual Work Focus of Audit Committee

1. Adoption or amendment of the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.

2. Assessment on the effectiveness of the internal control system.

3. Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, or endorsements or guarantees for others.

4. Matters bearing on the personal interest of a director.

5. Material assets or derivatives transactions.

6. Material monetary loans, endorsements, or provision of guarantees.

7. Offering, issuance, or private placement of equity-type securities.

8. Appointment, dismissal of or remuneration of certified public accountants.

9. Appointment or dismissal of a financial, accounting, or internal audit officer.

10. Annual financial statements signed or sealed by the chairman, managerial officers and accounting officer, and the Q2 financial statements audited by the CPA.

11. Other material matters specified by the Company or competent authority.

2023 Work Focus

A total of 6 times of Audit Committee meetings were held in 2023, and the review matters mainly include:

1. Review of Financial Report:

The Board of Directors has prepared the Company’s 2022 Business Report, Financial Statements, and Earnings Distribution Proposal, among which the Financial Statements have been audited by Deloitte Taiwan retained by the Company, and an audit report relating thereto has been issued. The Audit Committee has reviewed the aforementioned Business Report, Financial Statements, and Proposal for Distribution of Earnings, to which we have found no misstatement.

2. Assessment on Effectiveness of Internal Control System: The Audit Committee has assessed the effectiveness of the Company’s internal control system policies and procedures (including the control measures of finance, operation, risk management, information security, outsourcing and legal compliance, etc.), and also has also reviewed the Company's Auditing Department and Certified Public Accountants as well as periodic reports of the management, including risk management and legal compliance.

3. Appointment of Certified Public Accountants (CPAs): To ensure the independence and competence of CPA firm, the Audit Committee assesses the independence, professionalism and competence of CPAs in accordance with the Audit Quality Indicators (AQIs) annually, in order to assess whether CPAs are related parties of the Company or are in business or financial interest relationship, etc., with the Company. The Company has reviewed and approved the appointment of the CPA Tung-Yun Tseng and CPA Ting- Chien Su of Deloitte Taiwan to comply with the independence and competence assessment standards and are qualified to act as the CPAs for the financial and tax affairs of the Company.

Audit Committee Operation Status

In 2024, a total of 6 times (A) of Audit Committee meetings were held, and the attendance status is as follows: