Audit Committee

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:

MembersProfessional 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
Principal Experience:
● Director ,TITC

 Independent Director, ProMOS Technologies Inc.
 Director, PROGATE GROUP CORPORATION.
 Deputy General, Business and Planning of Pioneer International Semiconductor Corporation
 Deputy General Manager, Fab and Technology Center of Mosel Vitelic INC.
 R&D manager, Microchip.
 R&D manager, ROHM.
 R & D engineer, ZNTEE.

Industrial Experience: business, legal affairs, finance, accounting, and corporate operations.

The Audit Committee held a total of 6 meetings in the year 2024, 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 profit distribution plan for the year 2023. The financial statements have been audited by the certified public accountants Mr. Weng Bo-ren and Mr. He Rui-Xuan from Deloitte & Touche, who issued an unqualified audit report. The aforementioned business report, financial statements, and profit distribution 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 13, 2024, during the 13th meeting of the 3rd session of the Audit Committee and the 18th meeting of the 13th session of the Board of Directors, it was deliberated and passed that the accountants, Weng Bo-Ren, and On November 6, 2024, during the 3th meeting of the 4th session of the Audit Committee and the 4th meeting of the 14th session of the Board of Directors, it was deliberated and passed that the accountants, 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.

●2024 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
113.3.13
Third Term, Thirteen Meeting
1.2023 Annual Business Report and Financial Statements Proposal.NoneThe 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.
2.2023 Loss Compensation Proposal.
3.2023 Internal Control System Declaration Proposal.
4.Appointment and Independence Evaluation of the Company’s Certified Public Accountant Compensation Proposal.
5.2023 Q4 Receivables Overdue by More Than Three Months Not of a Lending Nature Proposal.
6.2024 Cash Capital Increase for New Share Issuance and the Issuance of the First Domestic Secured Convertible Bonds Proposal.
7.Endorsement and Guarantee for Subsidiaries by the Company Proposal.
113.5.8
Third Term, Fourteenth Meeting
1.Financial statements for the first quarter of the year 2024.NoneThe 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.
2.Receivables overdue by more than three months in the first quarter of the year 2024, not related to loan transactions.
3.Removal of restrictions on competition for newly appointed directors and their representatives.
4.Endorsement and guarantee of subsidiaries by the company.
2024.8.9
4th Term, 1th session
1.Financial statements for the second quarter of the year 2024.NoneThe 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.
2.Receivables overdue by more than three months in the second quarter of the year 2024, not related to loan transactions.
3.Cash Capital Increase Proposal for a subsidiary company.
4.Subsidiary plans to purchase production equipment.
5.Capital increase case among subsidiaries.
6.A case concerning the employee roster and quantity related matters regarding the issuance of new shares with restricted employee rights for the second time in 2023.
2024.09.18
4th Term, 2th session
1.The company’s subsidiary plans to dispose of the equity of the company it invested in.NoneThe 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.
2.It is planned to be authorized to undertake financial product transactions with a limit of NT$100 million.
2024.11.6
4th Term, 3th session
1. Change the company’s visa accountant.NoneThe 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.
2. Financial Statements for the Third Quarter of 2024
3. Receivables overdue by more than three months in the Third quarter of the year 2024, not related to loan transactions.
4. 2024 annual audit plan.
5. Formulate the “Sustainable Information Management Internal Control.
2024.12.264th Term, 4th session

1.The subsidiary plans to build a new factory and factory affairs project.

NoneThe 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.
2. It is planned to authorize the undertaking of financial product transactions with a transaction limit of NT$200 million or less.