Corporate Governance

Audit Committee

Audit Committee Members

Organizer: Wei-Min, Zhuang

  • Professional Qualifications and Experience: Mr. Zhuang was an Accounting Supervisor at MicroBase Technology Corp., (3184) from 2002 to 2011; from 2014 to 2015 he was Chief Financial Officer at DV Biomed Co., Ltd. (6539); and from 2016 he works as Director of Finance and Management Department and Accounting Supervisor at Kwan’s International Co., Ltd. (6101).

Member: Yi-Ping, Chen

  • Professional Qualification and Experience: Ms. Chen was the Investment Associate and Vice President of CTC Capital Inc. She was an investment officer at Cathay Life Insurance Project Investment Division and the investment manager of its subsidiary, Etek Investment Management Consultants, Inc. From 2004 to Jan 2007, she was the Financial Manager at Chardin Tech Corp. Ms. Chen is currently the founder and managing partner of For Win Assets Management Ltd. She has more than two decades of experiences in finance and venture capital, and has worked as director of several companies. Ms. Chen has Master’s Degree in Finance and Bachelor’s Degree in Economics from National Taiwan University.

Member: Jun-Yi, Lin

  • Professional Qualification and Experience: From 2002 to April 2013, Mr. Lin served as a prosecutor at the New Taipei City District Attorney’s Office and a resident prosecutor at the Independent Commission Against Corruption (ICAC); he has been the presiding attorney of Hengsheng Law Firm since April 2013. Mr. Lin has over 21 years of experience in legal practice and is familiar with the domestic securities market and business laws and regulations.

Member: Ding-Jun, Zhong

  • Professional Qualifications and Experience: Mr. Zhong Dingjun graduated with a master’s degree from the Institute of International Business at National Taiwan University. He currently serves as the Director/General Manager of Anqiao Asset Management Co., Ltd. He possesses experience and capabilities in operational judgment, business management, accounting and financial analysis, crisis management, international market perspective, leadership, and decision-making.

Audit Committee Role and Responsibilities

The main purpose is to supervise the following of:

  1. The fair representation of the Company’s financial statements.
  2. Appointment or dismissal of attesting CPAs and evaluation of CPAs’ independence and performance.
  3. Effective implementation of the Company’s internal control.
  4. The Company’s compliance with relevant laws and regulations.
  5. The Company’s management of existing or potential risks.

The annual work highlights of the Audit Committee are summarized as follows:

  1. Establish or amend the internal control system.
  2. Evaluation of the effectiveness of the internal control system.
  3. Establish or revise the management practices or operating procedures, such as handling procedures for the acquisition or disposal of assets, engagement in derivative transactions, loaning of funds to others, provisions of endorsement or guarantee to others, and other significant financial or business actions.
  4. Matters involving the personal interest of directors.
  5. Asset transactions or derivatives trading of a material nature.
  6. Loans of funds, endorsements or provision of guarantees of a material nature.
  7. The offering, issuance, or private placement of equity-type securities.
  8. The hiring or dismissal of a CPA, or their compensation.
  9. The appointment or discharge of a financial, accounting, or internal Audit Officer.
  10. The financial reports.

Financial Statement Audit

The Board of Directors has issued a report on the Company’s operation for the fiscal year 2021, the financial statements, and earnings distribution proposals. We have the financial statements audited by PwC, and the audited report has been issued. In the business report mentioned above, the financial statements and distribution of earnings have been audited by the Audit Committee, and the result showed no inconsistency.

Appraisal of the Effectiveness of the Internal Control System

The effectiveness of the design and implementation of the internal control system is assessed by each department, reviewed by the Audit Office, and audited by the Audit Committee.

Loans of Funds, Endorsements or Provision of Guarantees of a Material Nature

After prudent evaluation, the financial department proposes a relevant fund loan of funds, endorsement, guarantee, etc, to be discussed and approved by the Audit Committee.

Amendment on Internal Control System

Amendments to the relevant internal controls and practices proposed by each executive unit shall be discussed and approved by the Audit Committee.

Audit Committee meeting information

Meeting SessionAgenda ItemsResults of Resolutions, and the Company’s handling of the Audit Committee’s Opinion
The5th Session of the 3rd Meeting
2024/03/08		1.The company's 2023 Business Report, Financial Statements, and Consolidated Financial Statements are submitted for review.
2.The company's 2023 profit distribution plan is submitted for review.
3.The company's 2023 profit distribution in cash is submitted for review.
4.The subsidiary's proposed short-term financing limit is submitted for review.
5.The subsidiary's proposed short-term financing from the bank, with the company acting as its guarantor, is submitted for review.
6.The company's and subsidiary's proposed funding loan to the subsidiary is submitted for review.
7.The company's 2023 internal control system statement is submitted for review.
8.The company's 2024 auditor appointment and independence evaluation are submitted for review.
9.Amendments to the company's "Board of Directors Meeting Rules," "Standard Operating Procedures for Handling Directors' Requests," and "Audit Committee Organizational Regulations" are submitted for review.
10.Amendments to the company's and subsidiary's approval authority table are submitted for review.
11.Setting the date for the company's cancellation of employee rights to new shares as the basis for the capital reduction is submitted for review.		All presented members agreed to approve and submit it to the Board of Directors. It was approved by all presented Directors without any objections.
The 6th Session of the 3rd Meeting
2024/05/08		1.The company's 2024 Q1 Consolidated Financial Statements are submitted for review.
2.The company's 2024 business budget plan is submitted for review.
3.The company's proposed funding loan to the subsidiary is submitted for review.
4.The company's proposed cancellation of the endorsement guarantee amount is submitted for review.
5.Amendments to the company's and subsidiary's approval authority table are submitted for review.		All presented members agreed to approve and submit it to the Board of Directors. It was approved by all presented Directors without any objections.
The 7th Session of the 3rd Meeting
2024/08/07		1.The company's 2024 Q2 Consolidated Financial Statements are submitted for review.
2.The setting of the date for the company's cancellation of employee rights to new shares as the basis for capital reduction is submitted for review.
3.The company's and subsidiary's proposed short-term financing limit is submitted for review.
4.The subsidiary's proposed short-term financing from the bank, with the company acting as its guarantor, is submitted for review.
5.The company's and subsidiary's proposed funding loan to the subsidiary is submitted for review.
6.The setting of the company's "Integrity Business Operation Procedures and Code of Conduct" is submitted for review.
7.Amendments to the company's "Related Party Financial and Business Operation Management Procedures" are submitted for review.		All presented members agreed to approve and submit it to the Board of Directors. It was approved by all presented Directors without any objections.
The 8th Session of the 3rdMeeting
2023/11/07		1.The company's 2024 Q3 Consolidated Financial Statements are submitted for review.
2.The company's and subsidiary's proposed short-term financing limit is submitted for review.
3.The subsidiary's proposed short-term financing from the bank, with the company acting as its guarantor, is submitted for review.
4.The company's and subsidiary's proposed funding loan to the subsidiary is submitted for review.
5.The setting of the company's "Sustainable Information Management Guidelines" is submitted for review.
6.Amendments to the company's "Board of Directors Meeting Rules" are submitted for review.
7.Amendments to the company's "Audit Committee Organizational Regulations" and "Board of Directors Operational Management Procedures" are submitted for review.
8.The company's 2025 Audit Plan is submitted for review.		All presented members agreed to approve and submit it to the Board of Directors. It was approved by all presented Directors without any objections.

The Communications between the Independent Directors, Internal Auditors, and Independent Auditors

DateCommunication Highlight SummaryCommunication Results
2023/03/16 Communication with governance units for this and other projects.No comments for this meeting.
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