In order to strengthen the functions of the Board of Directors and the internal control mechanism, the Company has set up an Audit Committee. The Audit Committee is composed of all independent directors and holds meetings at least once a quarter. In addition, the “Organizational Regulations of Audit Committee” have been formulated, and its functions and powers are stipulated as follows:
- Adoption of or amendments of an internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
- Assessment of the effectiveness of the internal control system.
- Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others.
- A matter bearing on the personal interest of a director.
- Asset transactions or derivatives trading of a material nature.
- Loans of funds, endorsements, or provision of guarantees of a material nature.
- The offering, issuance, or private placement of equity-type securities.
- The hiring or dismissal of the attesting certified public accountant, or their compensation.
- The appointment or discharge of a financial, accounting, or internal audit officer.
- Annual financial reports signed or sealed by the President, manager and accounting officer, and financial reports of the second quarter audited and reviewed by CPAs.
- Other material matters as may be required by the Company or by the competent authority.
Annual priorities of the Audit Committee of the year
- Fair presentation of the financial reports of the Corporation.
- The effective implementation of the internal control system of the Corporation.
- Compliance with relevant laws and regulations by this Corporation.
- Control of the existing or potential risks of this Corporation.
- Other material matters as may be required by the Company or by the competent authority and the Corporation.
Members of Audit Committee
| Title |
Name |
Academic Background |
Work Experiences |
Current position |
Independent
Director |
KUNG,
CHUN-CHI
(Convenor) |
MBA, National Sun Yat-sen University |
CPA, Deloitte Taiwan |
Independent Director, Sino Horizon Holdings Limited
Independent Director, WeLeader BIO Co., Ltd
Director, JIU ZHEN NAN FOODS CO., LTD.
Independent Director, Hi-Lai Foods Co., Ltd. |
Independent
Director |
CHAN,
HOU-SHENG |
Institute of Social Administration, University of Wales, UK |
Associate Professor, NTU Department of Sociology
Professor, NTU Department of Sociology
Professor and Chair, NTU Department of Sociology
Professor and Dean, CCU Graduate Institute of Social Welfare |
Emeritus Professor, National Chi Nan University
President, Cross-Starit Common Market Foundation
Director, CTCI Advanced Systems Inc. |
Independent
Director |
HSIEH,
MING-JUI |
Graduate Institute of Economics, National Chung Hsing University
Department of Social Policy and Sociology, University of London |
Director, Hua Nan Financial Holdings Co. Ltd.
Director, Greatest Idea Strategy Co., Ltd.
Independent Director, Greatest Idea Strategy Co., Ltd.
Member, OTC Listing Review Committee, Taipei Exchange |
Associate Professor, Tamkang University |
Independent
Director |
LIU, HUI-CHUN |
Department of Law, National Taiwan University |
Supervisor, CyberTAN Technology, Inc. |
Attorney-at-Law, Partners, A&P LAW OFFICES
President, Yuanfu Investment Co., Ltd.
Restructuring Supervisor of Wintek Corporation
liquidator, TOP GREEN ENERGY TECHNOLOGIES INC.
Bankruptcy Administrator of, Chunghwa Picture Tubes Co., Ltd.
Independent Director, CyberTAN Technology Inc.
Independent Director, Pacific Construction Co., Ltd.
Supervisor, GEOR CHI DEVELOPMENT CO., LTD. |
Number of meeting in 2026 is 3(A), and attendance rate is as follows:
| Title |
Name |
Number of actual attendance (B) |
Number of delegated attendances |
Actual attendance rate (%) [B/A] |
| Convener |
KUNG, CHUN-CHI |
3 |
0 |
100% |
| Member |
CHAN, HOU-SHENG |
3 |
0 |
100% |
| Member |
HSIEH, MING-JUI |
3 |
0 |
100% |
| Member |
LIU, HUI-CHUN |
3 |
0 |
100% |
The Operation of Audit Committee in 2026
| Date |
Contents of the proposal |
Matters listed in Article 14-5 of the Securities and Exchange Act. |
Independent directors’ objections
or reservations |
January 29,
2026
1st term
24th session |
2025 Q4 Internal Audit Report. |
V |
None |
| The appointment and remuneration of CPA of 2026. |
V |
None |
| The evaluation of the independence and competence of CPA of 2026. |
V |
None |
| Resolution result: All attending directors had no objections and the proposal was approved as it was. |
| The Company’s handling of the opinions of the audit committee: All attending directors had no objections and the proposal was approved as it was. |
March 10,
2026
1st term
25th session |
2025 Business Report and Financial Statements. |
V |
None |
| 2025 Earnings Distribution or Deficit Compensation. |
V |
None |
| Capitalization of Capital Surplus and Issuance of New Shares. |
V |
None |
| Repurchase of Treasury Stock |
V |
None |
| The lifting of the non-competition pledge obligations upon the directors. |
V |
None |
| 2025 Internal Control Statement. |
V |
None |
| Resolution result: All attending directors had no objections and the proposal was approved as it was. |
| The Company’s handling of the opinions of the audit committee: All attending directors had no objections and the proposal was approved as it was. |
March 27,
2026
1st term
26th session |
Change of the Company’s Accounting Officer |
V |
None |
| Resolution result: All attending directors had no objections and the proposal was approved as it was. |
| The Company’s handling of the opinions of the audit committee: All attending directors had no objections and the proposal was approved as it was. |