Audit Committee

Audit committee members

Name		Professional qualifications and experience
Professional qualifications and experience (Convenor)	Hsu, Mei-Fang	Graduate of Accounting Department, Ming Chuan University More than 5 years of work experience in commerce, finance and accounting and experience necessary for company operation.. More than 5 years of working experience as a certified public accountant who has passed a national examination and been awarded a certificate in his profession. She is currently the practicing CPA of Dayar CPA Firm with the professional qualification and skills in finance and familiar with relevant laws and regulations. She provides the Company necessary supervision and suggestions from a professional and objective perspective.
Independent director	Kao, Chin-Cheng	Master, Graduate Institute of Law, National Chung Hsing University More than 5 years of work experience in commerce and law and experience necessary for company operation. More than 5 years of working experience as an attorney who has passed a national examination and been awarded a certificate in a profession. He is currently the Managing Partner of Kao Chin-Cheng Law Firm with professional knowledge in laws and familiar with relevant regulations. He provides legal opinions for the board of Directors with regard to corporate governance and on legal compliance of business decisions of the Company helping to mitigate the risk of violation of laws.
Independent director	Liao, Da-Ying	Doctor of Philosophy in Law, Kobe University More than 5 years of work experience in commerce and law and experience necessary for company operation. More than 5 years of experience as a professor in an academic department related to the business needs of the company in a public or private junior college, college, or university. He is currently the professor of the college of law in Tunghai University with profound knowledge in law and is a highly respected figure in academia. He benefits the Company with his familiarity in corporate governance and offers valuable legal knowledge and opinions on corporate governance to the board.

Audit Committee's operations:

The Company's Audit Committee consists of 3 independent directors.  The Committee aims to help the Board of Directors perform the supervision on quality and ethics of the Company’s execution of the accounting, auditing, financial and reporting procedures, and financial controls.

The Audit Committee is responsible for reviewing the matters including:

1. 1. Financial statements.
   2. Audit and accounting policies and procedures.
   3. Internal control system-related policies and procedures.
   4. Important assets or transactions of derivative instruments.
   5. Important loans and endorsements or guarantees.
   6. Offering or issuance of securities.
   7. Financial derivatives and investment in cash.
   8. Compliance.
   9. Whether managers and directors engage in transactions with related parties, and potential conflict of interest.
   10. Report on complaints.
   11. Anti-corruption plan and corruption investigation report.
   12. Information security.
   13. Corporate risk management.
   14. Qualification & experience, independence and performance evaluation of external auditors.
   15. Appointment or dismissal of, or remuneration to, the external auditors.
   16. Appointment/dismissal of finance/accounting officers or internal audit officer.
   17. Performance of the Audit Committee’s duties.
   18. Audit Committee’s self-performance evaluation questionnaire.

 

Review on financial reports

The Board of Directors prepared the Company's 2022 business report, financial statements and earnings distribution plan, among which the financial statements (including consolidated financial statement) have been audited by Nexia Sun Rise CPAs & Co., and an auditors’ report has been issued. Said operation review, financial statements and motions for distribution of earnings or covering of loss have been reviewed by the Audit Committee and found to have no inconsistencies.

 

Evaluation on effectiveness of the internal control system

The Audit Committee evaluated the effectiveness of policies and procedures about the Company's internal control system (including finance, operation, risk management, information security, contract award and compliance control policies), and also reviewed the Company's Audit Dept. and external auditors, in addition to the management’s periodic reports, including risk management and compliance reports. By reference to the Internal Control-Integrated Framework released by The Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013, the Audit Committee believed that the Company’s risk management and internal control system should be held effective.  The Company has also adopted necessary control mechanism to supervise and correct any misconduct.

The Audit Committee held 7 meetings (A) in 2022. The attendance record of independent directors is listed below:

Job title	Name	Actual attendance (B)	Attendance by proxy	Actual attendance rate (%)(B/A)	Remarks
Independent director (Convenor)	Hsu, Mei-Fang	7	0	100%
Independent director	Kao, Chin-Cheng	7	0	100%
Independent director	Liao, Da-Ying	7	0	100%

Date of Audit Committee meeting	Proposal content and subsequent actions taken	Result of Audit Committee’s resolution	The Company’s response to the Audit Committee’s opinions
17th meeting of 1st term on January 25, 2022	No discussion matter.	N/A	N/A
18th meeting of 1st term on March 24, 2022	1. 2021 business report and financial statements.	Approved by all of the Audit Committee members	Unanimously aUnanimously approved by the present directors
	2. Amendments to the “Corporate Social Responsibility Best-Practice Principles”	Approved by all of the Audit Committee members	Unanimously aUnanimously approved by the present directors
	3. Amendments to the “Corporate Governance Best-Practice Principles”	Approved by all of the Audit Committee members	Unanimously aUnanimously approved by the present directors
	4. Amendments to the "Articles of Incorporation".	Approved by all of the Audit Committee members	Unanimously aUnanimously approved by the present directors
	5. Amendments to the "Procedures for Acquisition or Disposal of Assets".	Approved by all of the Audit Committee members	Unanimously aUnanimously approved by the present directors
	6. Amendments to the Company's "Parliamentary Rules for Shareholders’ Meetings.”	Approved by all of the Audit Committee members	Unanimously aUnanimously approved by the present directors
	7. Discussion on the Declaration of Internal Control System for 2021.	Approved by all of the Audit Committee members	Unanimously aUnanimously approved by the present directors
19th meeting of 1st term on April 14, 2022	1. Setting of record date for the issuance of new shares upon conversion of 4th non-secured domestic convertible corporate bonds into common stock in Q1 of 2022.	Approved by all of the Audit Committee members	Unanimously aUnanimously approved by the present directors
20th meeting of 1st term on May 11, 2022	1. Report on the Company’s financial statements for the first quarter of 2022.	Approved by all of the Audit Committee members	Unanimously aUnanimously approved by the present directors
	2. Discussion on exercise of the put option for the 4th domestic unsecured convertible corporate bond.	Approved by all of the Audit Committee members	Unanimously aUnanimously approved by the present directors
21st meeting of 1st term on August 10, 2022	1. Report on the Company’s financial statements for the second quarter of 2022.	Approved by all of the Audit Committee members	Unanimously aUnanimously approved by the present directors
	2. Proposal for the early redemption of the Company’s 4th domestic unsecured convertible corporate bond.	Approved by all of the Audit Committee members	Unanimously aUnanimously approved by the present directors
22nd meeting of 1st term on October 12, 2022	1. Setting of record date for the issuance of new shares upon conversion of 4th non-secured domestic convertible corporate bonds into common stock in Q3 of 2022.	Approved by all of the Audit Committee members	Unanimously aUnanimously approved by the present directors
23rd meeting of 1st term on November 10, 2022	1. Report on the Company’s financial statements for the third quarter of 2022.	Approved by all of the Audit Committee members	Unanimously aUnanimously approved by the present directors
	2. Discussion about the Company's 2023 internal audit plan.	Approved by all of the Audit Committee members	Unanimously aUnanimously approved by the present directors