The Audit Committee of our company consists of 4 independent directors. The purpose of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities regarding the company’s accounting, auditing, financial reporting processes, and financial quality and integrity. The qualifications and experience of the members are as follows：
| Members | Professional Qualifications and Experience |
|---|---|
Independent Director Zheng, Qin-xin | Education: Graduate Institute of Business Administration of National Taipei University Principal Experience: ● Chairman, Grand H&C CPAs Firm Partnership ● Accountant, Grand H&C CPAs Firm ● General Manager, GRAND CONSULTANT CO., LTD. ● General Manager, Tax Consultant, Tax consultant for health care and marketing companies, Jing Shen Tang Investment Co., Ltd. ● Audit Associate, Deloitte Taiwan ● Partnership Accountant, MACRO CPA ● Accountant, Grand H&C CPAs Firm ● Finance Committee, Visiting Committee, Ministry of Health and Welfare Industrial Experience: business, legal affairs, finance, accounting, and corporate operations. |
Independent Director Su Cong-Min | Education: MA, International Business Management, Curtin University, Australia. Principal Experience: ● Senior Specialist at Rui Li Enterprise Co., Ltd. ● Headquarters Manager/Special Assistant at Dongfeng Yulon Motor Co., Ltd. ● Assistant Manager at Huachuang Auto Electronics Co., Ltd. ● Procurement Manager at Yulon Nissan Motor Co., Ltd. ● Business Service Department Manager at Yulon Nissan Motor Co., Ltd. ● Deputy Manager/Manager (Production Department) at Yulon Motor Co., Ltd., ● Director of Manufacturing Department at Yulon Motor Co., Ltd. Industrial Experience: business, legal affairs, finance, accounting, and corporate operations. |
Independent Director Liu, Yi-Zhen | Education: EMBA 5E, EMBA Master, National Chiao Tung University Principal Experience: ● Legal Representative Director of Mecom Industries Corp. ● General Manager of Yulon Motor Co., Ltd. ● General Manager of Yulon Nissan Motor Co., Ltd. ● General Manager of Huachuang Auto Electronics Co., Ltd. ● Chairman of the Vehicle Association ● Vice Chairman of Hua-chuang Auto Electronics Co., Ltd. ● Chairman of Yueki Industrial Co., Ltd. ● Chairman of Y-Teks Co., Ltd. Industrial Experience: business, legal affairs, finance, accounting, and corporate operations. |
Independent Director Zhang, Dong-Long | Education: National Tsing Hua University EMBA Industrial Experience: business, legal affairs, finance, accounting, and corporate operations. |
The Audit Committee held a total of 6 meetings in the year 2024 and 1 meetings in the 2025,and the deliberations mainly included：
1.Establishing or amending internal control systems in accordance with Article 14-1 of the Securities and Exchange Act.
2.Assessing the effectiveness of internal control systems.
3.Establishing or amending procedures for important financial transactions involving the acquisition or disposal of assets, derivative transactions, lending of funds to others, endorsements for others, or provision of guarantees, as stipulated in Article 36-1 of the Securities and Exchange Act.
4.Reviewing matters involving conflicts of interest of directors themselves.
5.Reviewing significant asset or derivative transactions.
6.Reviewing significant lending of funds, endorsements, or guarantees.
7.Reviewing the issuance, offering, or private placement of equity-like securities.
8.Reviewing the qualifications and independence of auditors.
9.Reviewing the appointment, dismissal, or remuneration of signing auditors.
10.Reviewing the appointment or removal of financial, accounting, or internal audit executives.
11.Reviewing the annual financial reports and semi-annual financial reports.
12.Conducting self-assessment questionnaires for the performance evaluation of the committee.
13.Addressing other significant matters as required by the company or regulatory authorities.
●Review of Financial Reports
The Paragon of Directors has prepared the business report, financial statements, and loss compensation plan for the year 2025. The financial statements have been audited by the certified public accountants Mr. Weng Bo-Ren and Mr. Yu Meng-Kuei from Deloitte & Touche, who issued an unqualified audit report. The aforementioned business report, financial statements, and loss compensation plan have been reviewed by our Audit Committee and found to be in compliance.
●Evaluation of the Effectiveness of Internal Control Systems
The Audit Committee evaluated the effectiveness of the company’s internal control system policies and procedures. It reviewed the company’s audit department, the work of the signing auditors, and management’s periodic reports, including risk management and compliance with regulations. The Audit Committee concluded that the company’s risk management and internal control systems are effective, and necessary control mechanisms have been implemented to monitor and rectify non-compliant behaviors.
●Appointment of Signing Auditors
The Audit Committee is tasked with overseeing the independence of the accounting firm, to ensure the fairness of the financial statements. Generally, except for tax-related services or specifically approved items, the accounting firm should not provide other services to the company. All services provided by the accounting firm must be approved by the Audit Committee. To ensure the independence of the accounting firm, the Audit Committee has developed an independence evaluation form, referencing Article 47 of the Certified Public Accountant Act and the Declaration No. 10 of the Professional Ethics Code for Certified Public Accountants on “Integrity, Fairness, Objectivity, and Independence.” This form is used to assess the independence, professionalism, and suitability of the accountants, evaluating whether there are any relationships, business, or financial interests between the accountants and the company.On March 12, 2025, during the 5th meeting of the 4th session of the Audit Committee and the 7th meeting of the 14th session of the Board of Directors, it was deliberated and passed that the accountants, Weng Bo-Ren, and Yu Meng-Kuei, meet the independence evaluation criteria and are qualified to serve as the company’s financial and tax certification accountants. The Audit Committee is endowed with the responsibility to supervise the independence of the accounting firm, to ensure the integrity of the financial statements.
●2025 Annual Operations Overview
AUDIT COMMITTEE MEETING DATE | PERIOD | AGENDA | INDEPENDENT DIRECTORS’ DISSENTING OPINIONS, RESERVATIONS, OR SIGNIFICANT RECOMMENDATIONS | AUDIT COMMITTEE RESOLUTION | COMPANY’S RESPONSE TO THE AUDIT COMMITTEE’S OPINIONS |
2025.3.12 | 4th Term, 5th session | 1.2024 Annual Business Report and Financial Statements Proposal. 2.2024 Loss Compensation Proposal. 3.2024 Internal Control System Declaration Proposal. 4. Appointment and Independence Evaluation of the Company’s Certified Public Accountant Compensation Proposal. 5.2024 Q4 Receivables Overdue by More Than Three Months Not of a Lending Nature Proposal. 6.Lift the non-competition restrictions on directors and their representatives. 7.The Company intends to issue common stock in cash through private placement. | None | The proposal was unanimously approved by all attending committee members. | The proposal is to be submitted to the Board of Directors for approval by the attending directors. |