Audit Committee

The Audit Committee of our company consists of three 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, Xu Rui-Can
Xu Rui-Can, an independent director, holds a Master’s degree in Information Technology Management from the University of Leicester in the United Kingdom. He has previously served as a senior manager at Hon Hai Technology Co., Ltd., the General Manager of Tiansheng Steel Industry Co., Ltd., and the General Manager and spokesperson of Jisheng Pharmaceuticals Co., Ltd. He has over five years of work experience in business, legal affairs, finance, accounting, or corporate operations.
Independent Director Su Cong-MinSu Cong-Min, Independent Director, graduated with a Master’s degree in International Business Management from Curtin University in Australia. He has previously served as General Manager/Special Assistant at Dongfeng Yulon Motor Company, Assistant Manager at Huachuang Car Electronics Company, Procurement Manager at Yulon Nissan Motor Company, Business Service Department Manager at Yulon Nissan Motor Company, Deputy Manager/Manager (Production Department) at Yulon Motor Company, and Manufacturing Department Manager at Yulon Motor Company. He is currently a Senior Executive at Raleigh Enterprise Co., Ltd. and possesses more than five years of working experience in business, legal affairs, finance, accounting, or corporate operations.
Independent Director Liu Yi-ZhenGraduated from National Chiao Tung University with a Master’s degree in Executive MBA (EMBA 5E). Formerly served as 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 Huachuang Auto Electronics Co., Ltd., Chairman of Yuqi Company, and Chairman of Yingxi Company. Currently serves as the Legal Representative Director of Meike Technology Co., Ltd. Possesses over five years of work experience in business, legal affairs, finance, accounting, or corporate operations.

The Audit Committee held a total of 1 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 Boar111111d of Directors has prepared the business report, financial statements, and profit distribution plan for the year 111. The financial statements have been audited by the certified public accountants Mr. Weng Bo-ren and Mr. Chi Rui-quan 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 He Rui-Xuan, 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 DatePeriodAgendaIndependent Directors’ Dissenting Opinions, Reservations, or Significant RecommendationsAudit Committee ResolutionCompany’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.
●2023 Annual Operations Overview
Audit Committee Meeting DatePeriodAgendaIndependent Directors’ Dissenting Opinions, Reservations, or Significant RecommendationsAudit Committee ResolutionCompany’s Response to the Audit Committee’s Opinions
112.03.15 Third Term, Eighth Meeting 1.Business Report and Financial Statements for the fiscal year 111.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.Profit Distribution Plan for the fiscal year 111.
3.Declaration of Internal Control System for the fiscal year 111.
4.Remuneration of the Company’s appointed auditors and their independence assessment.
5.Accounts Receivable overdue for more than three months beyond the normal credit period for the fourth quarter of fiscal year 111, unrelated to loan transactions.
6.Cash Capital Increase Proposal for a subsidiary company.
7.Company’s Loan to Subsidiary Proposal.
112.05.02 Third Term, Ninth Meeting 1.Financial Statements for the first quarter of the year 112.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.
2.Proposal for Cash Capital Increase through Private Placement of Common Shares.
3.Issuance of Restricted Employee Equity Shares.
4.Accounts Receivable overdue for more than three months beyond the normal credit period for the first quarter of the year 112, unrelated to loan transactions.
5.Establishment of “Pre-approval Procedure for Non-assurance Services” in the Company.
6.Acquisition of Common Shares in a Subsidiary Company.
112.06.26 Third Term,  Tenth Meeting. 1.The company is carrying out a private placement of common shares for cash capital increase, including pricing and issuance.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.
112.08.09 Third Term, Eleventh Meeting. 1.The financial statements for the second quarter of the 112th year.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.
2.Case involving accounts receivable overdue by more than three months beyond the normal credit period for the second quarter of the fiscal year 112, not classified as loans.
3.Amendment to the “Management Regulations for the Compilation Process of the Company’s Financial Statements.”
4.Acquisition of minority equity interest in subsidiary company.
5.Case concerning the list of employees and relevant details for the issuance of restricted employee rights new shares for the fiscal year 112.
112.11.08 Third Term, Twelfth Meeting. 1.The financial statements for the third quarter of the 112th year.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.
2.Case involving accounts receivable overdue by more than three months beyond the normal credit period for the third quarter of the fiscal year 112, not classified as loans.
3.Audit plan for the fiscal year 113.
4.Change in the company’s signing accountant case.
5.Significant case of the company providing endorsement guarantees for its subsidiary.