Audit Committee
The Company established the Audit Committee on June 21, 2017 in accordance with Article 14-4 of the Securities and Exchange Act. It also established the Audit Committee Charter in accordance with Article 3 of the Regulations Governing the Exercise of Powers by Audit Committees of Public Companies.
Duties of the Committee
- The main items reviewed by the Audit Committee are as follows:
- I. The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
- II. Assessment of the effectiveness of the internal control system.
- III. Implementation or amendment of guidelines for major financial operations including asset acquisition and disposal, trading derivatives, lending funds to other parties, and making of endorsement and guarantees for other parties.
- IV. Matters in which a director is an interested party.
- V. Asset transactions or derivatives trading of a material nature.
- VI. Loans of funds, endorsements, or provision of guarantees of a material nature.
- VII. The offering, issuance, or private placement of equity-type securities.
- VIII. The appointment, dismissal, or compensation of a certified public accountant.
- IX. The appointment or discharge of a financial, accounting, or internal audit officer.
- X. Annual and semiannual financial statements.
- XI. Other material matters as may be required by the Company or the competent authority.
Members of the Committee
According to regulations in the Securities and Exchange Act, the Audit Committee shall consist of all Independent Directors.
Nominated
PositionName Educational Background and Experience Current positions
Independent Director Lu Chi-Chant
(convener)National Taiwan University Department of Mechanical Engineering
Accountant of Deloitte & Touche Taiwan; Qualified CPAIndependent Director of Hannstar Board Corp., Lealea Enterprise Co., LTD., Global Brands Manufacture Ltd.; Director of Eagle Nice (int.) Holdings Ltd.
Independent Director Wang Kuo-Cheng National Taiwan University Graduate Institute of Business Administration
Chairman of Les Enphants Co., Ltd.; Director of Les champions Co., Ltd., GigoToys Corp.; Managing Director of TCFAIndependent Director of Hannstar Board Corp., Hon Hai Precision Industry Co., Ltd., Apex Medical Corp., Luo Lih-Fen Holding Co., Ltd.
Independent Director Yuan Jun-Tang University of Waterloo MSEE
Director of IEAT and TEEMAIndependent Director of Hannstar Board Corp., Global Brands Manufacture Ltd.; Director of Yuan-Yuan Industrial Co., Ltd., Pacific Electric Wire and Cable Co., Ltd.
Independent Director Lee, Yi-Hsin Duke University School of Law, Master of Laws; National Taiwan University
Department of Law, Head of Legal Dept. of Taipei Fubon Commercial Bank, Senior Vice President, Regulatory Compliance Function of HSBC Bank (Taiwan) Ltd., Qualified LawyerNone
State of Operations of the Committee
| Title | Name | Attendance in person (B) | By Proxy | Attendance Rate (%)【B/A】 | Remarks |
| Convener | Lu, Chi-Chant | 8 | 0 | 100.00 | Note 1 |
| Independent director | Wang, Kuo-Cheng | 8 | 0 | 100.00 | – |
| Independent director | Yuan, Jun-Tang | 8 | 0 | 100.00 | – |
| Independent director | Lee, Yi-Hsin | 8 | 0 | 100.00 | – |
Note1: Lu, Chi-Chant is a qualified accountant.
Major Resolutions of the Committee
| Date/term of the Audit Committee meeting | Subject | Option | Resolutions /Response to the comments of the Audit Committee |
| 3th Term 10th Meeting 2025/02/11 | To approve the subscription the increase cash capital of Career Technology (Mfg.) Co., Ltd. | None. | Passed by all members unanimously./Not Applicable |
| 3th Term 11th Meeting 2025/02/19 | 1. To approve the 2024 annual financial statements. 2. To approve the 2024 Internal Control System Statement. 3. To approve the donation for charity activities. | None. | Passed by all members unanimously./Not Applicable |
| 3th Term 12th Meeting 2025/3/27 | 1. Discussed appointment of the Company’s CPA and the CPA’s remuneration and independence assessment for 2025. 2. To approve the 2025 earnings. 3. To discuss the Amendments of the Procedures for the Acquisition and Disposal of Asset. 4. To discuss the Amendments of the Procedures for Lending Funds to other parties. 5. To discuss the Amendments of the Articles of Incorporation. | None. | Passed by all members unanimously./Not Applicable |
| 3th Term 13th Meeting 2025/05/02 | 1. To approve the 2025 Q1 financial statements. 2. To approve the 2024 business report. 3. To approve the amendments”Stock Affairs Agency Internal Control System”. 4. To discuss the Amendments of the Articles of Incorporation. 5. “The Board of Directors resolves for repurchase of the Company’s own shares.” | None. | Passed by all members unanimously./Not Applicable |
| 3th Term 14th Meeting 2025/07/31 | 1. To approve the 2025 Q2 financial statements. 2. To approve the company’s transfer of treasury stock to employees. 3. To approve the subscription the increase cash capital of Global Brands Manufacture Ltd.. | None. | Passed by all members unanimously./Not Applicable |
| 3th Term 15th Meeting 2025/10/29 | 1. To revise the Company’s “Payroll Cycle Internal Control System – Payroll Management Operations” 2. To revise the Company’s “Regulations Governing Financial and Business Transactions Among Related Parties” 3. To approve the company’s transfer of treasury stock to employees 4. “The Board of Directors resolves for repurchase of the Company’s own shares.” | None. | Passed by all members unanimously./Not Applicable |
| 3th Term 16th Meeting 2025/12/04 | 1. To approve the 2025 Q3 financial statements. 2. To approve the Company’s 2025 internal audit plan. 3. To approve the Company’s 2026 internal control cycle audit plan. 4. To approve the company issue the LETTER OF COMFORT to support the indirect Subsidiary. 5. To set up the Company’s the “Sustainable Development Committee” 6. To approve the company’s “Risk Management Policies and Procedures” 7. The company acquired a real property right-of-use assets from a related party Career Technology (Mfg.) Co., Ltd. | None. | Passed by all members unanimously./Not Applicable |
| 3th Term 17th Meeting 2025/12/09 | 1. To approve the amendments”Stock Affairs Agency Internal Control System”. 2. To approve the company’s transfer of treasury stock to employees. | None. | Passed by all members unanimously./Not Applicable |
Communication between Independent Directors and the CPA
| Date | Communication items |
| 2025/02/19 | To audit annual financial statements of 2024 and the legislation or changes of the relevant laws and regulations. |
| 2025/05/02 | To review annual financial statements for first quarter of 2025 and the legislation or changes of the relevant laws and regulations. |
| 2025/08/06 | To review annual financial statements for second quarter of 2025 and the legislation or changes of the relevant laws and regulations. |
| 2025/10/29 | To review annual financial statements for third quarter of 2025 and the legislation or changes of the relevant laws and regulations. |
Communication between Independent Directors and the Chief Internal Auditor:
| Date | Communication |
| 2024/02/22 | 1. To review and approve 2023 fourth quarter the Internal Auditor’s report. 2. To review and approve 2023 Statement of Internal Control System. |
| 2024/04/29 | 1. To review and approve 2024 first quarter the Internal Auditor’s report. 2. To respond the independent directors ask questions. |
| 2024/07/31 | 1. To review and approve 2024 second quarter the Internal Auditor’s report. 2. To respond the independent directors ask questions. |
| 2024/10/29 | 1. To review and approve 2024 third quarter the Internal Auditor’s report. 2. To review and approve the 2024 internal audit plan. |
Duties and Key Work Items of Audit Committee
| (I) Main review items of the Audit Committee | (II) Key work items for the current year |
| A. The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act. | A. Meeting arrangements. |
| B. Assessment of the effectiveness of the internal control system. | B. Handling matters relating to meetings of the Audit Committee according to laws. |
| C. Implementation or amendment of guidelines for major financial operations including asset acquisition and disposal, trading derivatives, lending funds to other parties, and making of endorsement and guarantees for other parties. | C. Audit Committee requests follow-up and execution of improvements. |
| D. Matters in which a director is an interested party. | D. Examination of conflicts of interest involving all employees, managerial officers, and the Directors. |
| E. Asset transactions or derivatives trading of a material nature. | E. Annual self-evaluation of the Audit Committee. |
| F. Loans of funds, endorsements, or provision of guarantees of a material nature. | F. Establishment and amendment of organizational procedures and related operation regulations. |
| G. The offering, issuance, or private placement of equity-type securities. | G. Publication of matters relating to the Audit Committee according to laws. |
| H. The appointment, dismissal, or compensation of a certified public accountant. | H. Providing Independent Directors with the necessary company information to help them fully exercise their powers. |
| I. The appointment or discharge of a financial, accounting, or internal audit officer. | I. Stakeholder recommendations and complaints. |
| J. Annual and semiannual financial statements. | J. Occupational safety, environmental protection, and compliance. |
| K. Other material matters as may be required by the Company or the competent authority. | K. Management of derivatives. |
