The Audit Committee

Focus of the work of the Audit Committee

1. Financial reporting
2. Establish or amend internal control systems and evaluate their effectiveness
3. Establish or amend procedures for handling major financial business activities
4. Matters involving directors’ own interests
5. Major assets or derivatives transactions
6. Significant capital loans, endorsements or guarantees
7. Raising, issuing or privately placing securities of an equity nature
8. Appointment, dismissal or remuneration of certified accountants and review of independence and competency
9. Appointment and removal of finance, accounting or internal audit managers

Operations of the Audit Committee in 2024

1.The number of audit committee meetings in the most recent (2024) years: 5 (A), and attendance is as follows:

Focus of the work of the Audit Committee

job title

Name

Professional qualifications and experience

Actual attendance

(B)

Number of delegated attendances

Actual attendance rate (%)

(B/A)

Remark

Convener/

Independent Director

Chen Yi-Ren

Kun Shan University Graduate School of Business Administration

Adjunct Assistant Professor

4

1

80%

Independent Director

Tsai Pei-Jiun

Director and Accountant of Huasheng Accounting Firm

Cultural Affairs Bureau, Tainan City Government Accounting Office Auditor

5

0

100%

Independent Director

Wang Bing-Chiuan

Consultant of Juxin Co., Ltd.

United Fiber Optic Communication Inc. Independent Director

D-Link Corporation Chief Legal Officer

Taiwan SteelL & Mining Corp Legal Manager

5

0

100%


The Company’s 2024 Audit Committee has made the following resolutions related to the matters listed in Article 14-5 of the Securities and Exchange Act. The Audit Committee has fully communicated with the relevant personnel present on the relevant resolutions. All resolutions have been passed by resolution of all members present, and no There are no objections or reservations to resolutions that have not been approved by the Audit Committee and have been approved by more than two-thirds of all directors.

meeting date

Motion content

Objections, reservations or major suggestions from independent directors

The results of the audit committee’s resolutions and the company’s handling of the audit committee’s opinions

2024.03.08

(5th meeting of the 2nd session)

1. 2023 annual business report and individual financial statements

2. The company’s 2023 loss provision case

3. Case of internal rotation change of visa accountant in accounting firm

4. Issued the assessment of the effectiveness of the company's internal control system for 112 years and issued the statement of internal control system

5. Internal audit report

6. Amended some provisions of the "Rules of Procedure of the Board of Directors" and the "Rules of Organization of the Audit Committee" of the Company

7. It is proposed to apply to Antai Bank for financing renewal

None

All members present

Adopted without objection ∕

This proposal was submitted to the board of directors for resolution in accordance with the law and was passed without objection by all directors present.

2024.05.10

(6th meeting of the 2nd session)

1.2024 financial report for the first quarter of the year

2. Audit supervisor change case

3. Internal audit report

None

All members present

Adopted without objection ∕

This proposal was submitted to the board of directors for resolution in accordance with the law and was passed without objection by all directors present.

2024.08.09

(7th meeting of the 2nd session)

1. 2024 Q2 financial report

2. Internal audit report

3. Revise some provisions of the Measures for the Management of Fixed Assets, the Measures for the Management of Assets and the Measures for the Management of Property

4. Intends to renew the lease of the right-of-use assets about D-link & Sapido

None

All members present

Adopted without objection ∕

This proposal was submitted to the board of directors for resolution in accordance with the law and was passed without objection by all directors present.

2024.11.08

(8th meeting of the 2nd session)

1. 2024 Q3 financial report

2. Internal audit report

3. Passed the 2025 annual audit plan

4. Regularly assess the independence and competence of the certified public accountants

5. 2024 of public expenses for the audit of accountants

6. Revised some provisions of the "Code of Corporate Governance Practice", "Procedures for Self-assessment of Internal Control System", and "Judgment Items for the Effectiveness of Internal Control System".

7. Formulated the Company's "Operational Measures for Sustainable Information Management, Internal Control System and Internal Audit Implementation Rules"

8. It is proposed to apply to Antai Bank for financing renewal


None

All members present

Adopted without objection ∕

This proposal was submitted to the board of directors for resolution in accordance with the law and was passed without objection by all directors present.

2024.12.27

(9th meeting of the 2nd session)

1. Investment case in domestic cultural and creative film and television works

2. Formulation of the "Organizational Rules of the Sustainable Development Committee"

3. Formulating the "Operational Standards Related to Financial Business Between Related Parties"

4. Revision of some provisions of the "Board performance evaluation method"

None

All members present

Adopted without objection ∕

This proposal was submitted to the board of directors for resolution in accordance with the law and was passed without objection by all directors present.

Operations of the Audit Committee in 2023

1. The company established an audit committee on 2020/6/22 to replace the supervisory authority. It is composed of all independent directors. There are three committee members, one of whom is the convener, and at least one of them should have accounting or financial expertise.
2. Second Audit Committee: 3 people. (Term: May 29, 2023 to May 28, 2026)
3. The number of audit committee meetings in the most recent (2023) years: 7 (A), and attendance is as follows:

Focus of the work of the Audit Committee

job title

Name

Professional qualifications and experience

Actual attendance

(B)

Number of delegated attendances

Actual attendance rate (%)

(B/A)

Remark

Convener/

Independent Director

Chen Yi-Ren

Kun Shan University Graduate School of Business Administration

Adjunct Assistant Professor

6

1

86%

Independent Director

Jang Wen-Jiun

Southern Taiwan University of Science and Technology. Department of Electronic Engineering. Associate Professor

Cirrus Logic, Inc. Independent Director

Metanoia Communications INC. Director

3

0

100%

term expires

Independent Director

Tsai Pei-Jiun

Director and Accountant of Huasheng Accounting Firm

Cultural Affairs Bureau, Tainan City Government Accounting Office Auditor

7

0

100%

Independent Director

Wang Bing-Chiuan

Consultant of Juxin Co., Ltd.

United Fiber Optic Communication Inc. Independent Director

D-Link Corporation Chief Legal Officer

Taiwan SteelL & Mining Corp Legal Manager

3

1

75%

2023 newly

The Company’s 2023 Audit Committee has made the following resolutions related to the matters listed in Article 14-5 of the Securities and Exchange Act. The Audit Committee has fully communicated with the relevant personnel present on the relevant resolutions. All resolutions have been passed by resolution of all members present, and no There are no objections or reservations to resolutions that have not been approved by the Audit Committee and have been approved by more than two-thirds of all directors.

meeting date

Motion content

Objections, reservations or major suggestions from independent directors

The results of the audit committee’s resolutions and the company’s handling of the audit committee’s opinions

2023.03.13

(17th meeting of the first session)

1. 2022 annual business report and individual financial statements

2. The company’s 2022 loss provision case

3. Issuance of the company’s 2022 “Internal Control System Statement”

4. Revise some articles of the company's "Corporate Governance Code of Practice", "Sustainable Development Code of Practice", "Management Measures for Transactions between Group Enterprises, Specific Companies and Related Parties", "Internal Control System" and "Internal Audit Implementation Rules"

5. Formulate the "Management Measures for Labor and Service Income Transactions"

6. Plan to apply for financing renewal from Antai Bank

None

All members present

Adopted without objection ∕

This proposal was submitted to the board of directors for resolution in accordance with the law and was passed without objection by all directors present.

2023.04.17

(18th meeting of the first session)

Revise some provisions of the "Rules of Procedure for Shareholders' Meetings

None

All members present

Adopted without objection ∕

This proposal was submitted to the board of directors for resolution in accordance with the law and was passed without objection by all directors present.

2023.05.10

(19th meeting of the first session)

1. 2023 First quarter financial report case

2. Revise some articles of the company’s “Code of Corporate Governance Practice”

None

All members present

Adopted without objection ∕

This proposal was submitted to the board of directors for resolution in accordance with the law and was passed without objection by all directors present.

2023.06.10

(1st meeting of the 2nd term)

Proposal for the Second Issuance of Common Shares in the Private Equity Case of 2022

None

All members present unanimously approved the motion/

This proposal was submitted to the board of directors for resolution in accordance with the law, and was passed without objection by all directors present. This private equity case was issued in July 2023.

2023.08.10

(2nd meeting of the 2nd session)

1. 2023 Second quarter financial report case

2. The company plans to renew the lease of right-of-use assets from related parties

None

All members present

Adopted without objection ∕

This proposal was submitted to the board of directors for resolution in accordance with the law and was passed without objection by all directors present.

2023.11.10

(3rd meeting of the 2nd term)

1. Financial Report for the Third Quarter of 2023

2. Plan to pass the 2024 annual audit plan

3. Formulate "Risk Management Policies and Procedures"

4. Periodic assessment of the independence and competency of certified accountants

5.Accountant audit public expenses in 2023

None

All members present

Adopted without objection ∕

This proposal was submitted to the board of directors for resolution in accordance with the law and was passed without objection by all directors present.

2023.11.30

(4th meeting of the 2nd session)

Proposal to subscribe for ordinary shares of Yuansheng International Industrial Co., Ltd. through private placement through cash capital increase and issuance

None

All members present

Adopted without objection∕

This proposal was submitted to the board of directors for resolution in accordance with the law, and was passed without objection by all directors present. The case was completed in December 2023.

Operations of the Audit Committee in 2022

1. The company established an audit committee on 2022.6.22 to replace the supervisory authority. ​
2. The first Audit Committee: 3 people. (Term: June 22, 2022 to June 21, 2023)
3. The number of audit committee meetings in the most recent (2022) years: 7 (A). The attendance of independent directors is as follows:

job title

Name

Professional qualifications and experience

Actual attendance

(B)

Number of delegated attendances

Actual attendance rate (%)

(B/A)

Convener/

Independent Director

Chen Yi-Ren

Kun Shan University Graduate School of Business Administration

Adjunct Assistant Professor

7

0

100%

Independent Director

Jang Wen-Jiun

Southern Taiwan University of Science and Technology. Department of Electronic Engineering. Associate Professor

Cirrus Logic, Inc. Independent Director

Metanoia Communications INC. Director

7

0

100%

Independent Director

Tsai Pei-Jiun

Director and Accountant of Huasheng Accounting Firm

Cultural Affairs Bureau, Tainan City Government Accounting Office Auditor

7

0

100%

The 2022 Audit Committee of the Company has made the following resolutions related to the matters listed in Article 14-5 of the Securities and Exchange Act. The Audit Committee has fully communicated with the relevant personnel present on the relevant resolutions. All resolutions have been passed by resolution of all members present, and no There are no objections or reservations to resolutions that have not been approved by the Audit Committee and have been approved by more than two-thirds of all directors.

meeting date

Motion content

Objections, reservations or major suggestions from independent directors

The results of the audit committee’s resolutions and the company’s handling of the audit committee’s opinions

2022.03.28

(The 11th session of the first session)

1.10 annual business report and individual financial statements

2. The company’s 110-year loss provision case

3. Issuing the company’s 110-year “Internal Control System Statement”

4. Amend some provisions of the company’s “Procedures for Acquiring or Disposing of Assets”

5. Revise part of the copy of the company's "Articles of Association"

None

All members present

Passed without objection

2022.05.11

(The 12th session of the first session)

Plan to handle private placement cash capital increase and issuance of common shares

None

All members present

Passed without objection

2022.08.10

(The 13th session of the first session)

2022 second quarter financial report case

None

All members present

Passed without objection

2022.10.21

(The 14th session of the first session)

It is planned to formulate the price of common shares for private placement and issuance of private placement in 2022.

Bank amount, payment period and base date for capital increase

None

All members present

Passed without objection

2022.11.10

(The 16th session of the first session)

1. Accountant audit fees for the company’s 2022 years

2. Plan to pass the 2023-year audit plan

None

All members present

Passed without objection