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    11.May.2021

    Functional committee

     



    The Audit Committee
    The company's audit committee consists of all independent directors to replace the supervisor.

    Authority
    1. Formulate or amend the internal control system in accordance with Article 14-1 of the Securities and Exchange Law.
    2. Assessment of the effectiveness of the internal control system.
    3. Establish or amend the procedures for handling major financial business activities such as acquiring or disposing of assets, engaging in derivatives transactions, lending funds to others, endorsing or providing guarantees for others, in accordance with Article 36-1 of the Securities and Exchange Act.
    4. Matters involving the directors’ own interests.
    5.  Significant asset 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.
    9. Appointment and removal of finance, accounting or internal audit supervisors.
    10. The annual financial report signed or sealed by the chairman, manager and accounting supervisor and the second quarter financial report that must be verified and certified by an accountant.
    11. Other major matters stipulated by the company or the competent authority.
    The resolution on the matters mentioned in the preceding paragraph shall be approved by more than half of all members of the committee and submitted to the board of directors for resolution.

    Basic information of the audit committee
    Title Country Name Gender Taking office date Term of office Concurrent position
    Independent director R.O.C 邱寶桂 Female 2025.03.21 3 Years
    • 鴻呈實業(股)公司Deputy General Manager, Finance
    • 台北商業大學會資系Part-time lecturer
    • 醒吾科大企管系Part-time lecturer
    • 東聯互動(股)公司Independent director
    • 岱煒科技(股)公司Independent director
    Independent director R.O.C 陳以敦 Male 2025.03.21 3 Years
    • 合里聯合法律事務所Presiding attorney
    • 眾智光電科技(股)公司Independent director
    • 樺康智雲(股)公司Director
    Independent director R.O.C 陳若中 Male 2025.03.21 3 Years
    • CW Crescent Tech Managing Partner

    Operational situation
    The Company has held 17(A) meetings of the Audit Committee since 2023, and the attendance of independent directors is as follows:
    Title Name Attendance(B) Number of orders Percentage(B/A) Remark
    Independent director 邱寶桂 2 - 100.00 2025.3.21 New
    Independent director 陳以敦 15 2 88.24 2025.3.21 Re-elected
    Independent director 陳若中 2 - 100.00 2025.3.21 New
    Independent director 黃仲康 15 - 100.00 2025.3.21 Dismissed
    Independent director Leo Ho 13 2 86.67 2025.3.21 Dismissed
    Other matters that should be recorded:
    1. If the operation of the audit committee falls under any of the following circumstances, the date, period, content of the proposal, resolution results of the audit committee, and the company’s handling of the opinions of the audit committee should be stated:
      (1) Matters listed in Article 14-5 of the Securities and Exchange Act:
      a. The "2022 Internal Control System Statement" case was discussed on February 17, 2023, and all members present unanimously passed it without objection.
      b. The company discussed the "2022 Financial Statements and Business Report" and "Replacement of Certified Public Accountants from the First Quarter of 2023, and Assessment of the Independence and Competency of Certified Public Accountants" on March 10, 2023. All members present unanimously agreed. The objection was passed as agreed.
      c. On May 5, 2023, the "Financial Report for the First Quarter of 2023" and "Accountant's Public Expenses for 2023" cases were discussed, and all members present unanimously approved the case without objection.
      d. On August 1, 2023, the "Financial Report for the Second Quarter of 2023" and "Amendment of the "Organization and Management Measures" and "Identity Management Measures" were discussed, and all members present unanimously passed the proposal without objection.
      e. On November 3, 2023, the "Financial Report for the Third Quarter of 2023" and "Amendment of Partial Provisions of the "Information Security Inspection Control Operations" Internal Control Cycle and Internal Audit Implementation Rules" were discussed, and all members present unanimously approved the proposal without objection. .
      f. On February 2, 2024, the "2023 Internal Control System Statement" and "Revision of the "Organization Chart" and "Organization and Management Measures" were discussed, and all members present unanimously approved the proposal without objection.
      g.On March 8, 2013, our company discussed the "2012 Financial Statements and Business Reports" and "113 Auditors' Independence and Competency Assessment" cases, and all the members present unanimously approved the proposals without objection.
      h.On May 3, 2024, the "Financial Report for the First Quarter of 2024"cases, and all the members present unanimously approved the proposals without objection.
      i.On August 7, 2024, the "Financial Report for the Second Quarter of 2024"and "2024 Annual Audit Fee"cases, and all the members present unanimously approved the proposals without objection.
          j.On October 22, 2024, the company discussed "the proposed cash capital increase and issuance of new shares in 2024", "the
            proposed purchase of equipment for business use", "discussed the revision of the company's "Corporate Governance Code of
            Practice", "Board of Directors Rules of Procedure" and The "Organizational Rules of the Audit Committee", "Revision and Approval
            of the Company's Organizational Chart and "Organizational Management Measures"" and "Renewal of Changes in the Company's
            Accounting Supervisor and Internal Audit Supervisor" were unanimously approved by all members present without objection.
         k.On November 8, 2024, the company discussed the "Company's Financial Report for the Third Quarter of 2024", "Establishing the 
            Company's "Operating Procedures for the Preparation and Confirmation of Sustainability Reports" and "Operation Methods for
            Sustainability Information Management" and its internal "Audit Implementation Rules" and "Amendment of the Company's
           "Ethical Code of Conduct"" were unanimously adopted by all members present without objection.
        l.On December 2, 2024, the company discussed the "Proposal to determine the subscription base date, book transfer closure date            and related matters for the company's annual cash capital increase and issuance of new shares in 2024", and all members present          unanimously approved the proposal without objection.
       J.On January 23, 2025, the Company discussed the "2024 Internal Control System Statement", "The Company intends to evaluate the "scope of grassroots employees" and revise some provisions of the internal control cycle and internal audit implementation rules" and "The Company intends to issue common stock through private placement cash capital increase", and all the attending members unanimously passed the proposal without objection.
       K.On March 10, 2025, the Company discussed the "2024 Financial Statements and Business Report", "2025 Certified Public Accountant Independence and Competency Assessment", and the proposed revision of the Company's "Fund Lending and Endorsement Guarantee Operating Procedures". All the present members unanimously passed the proposal without objection.
      L. On May 5, 2025, the Company discussed the "Company's 2025 First Quarter Financial Report", "The Company's Plan to Replace the Certified Public Accountant from the Second Quarter of 2025 and Evaluate the Independence and Competence of the Certified Public Accountant", "2025 Accountant Public Expenses", "Revision of the Company's 'Seal Management Regulations'" and "Personnel Changes in the Company's Accounting Director". All the attending members unanimously passed the proposal without objection.
      (2) Except for the matters mentioned above, other resolution matters that have not been approved by the audit committee           but have been approved by more than two-thirds of all directors: None
        2.The implementation of the independent director's recusal of the interest-related proposal shall state the name of the                 independent director, the content of the proposal, the reason for the revocation of the interest, and the circumstances of           his participation in voting: None.
       3.Communication situation between independent directors and internal audit supervisors and accountants (should include           major matters, methods and results of communication on the company’s financial and business conditions, etc.):
       (1) Communication situation with audit supervisor:
        a. On February 17, 2023, the Audit Committee reported on the implementation of the internal audit from December 2022 to
           January 2023. There was no opinion at this meeting.
        b.On March 10, 2023, the Audit Committee reported on the implementation of the internal audit in February 2023. There
           was no opinion at this meeting.
         c.On May 5, 2023, the Audit Committee reported on the implementation of the internal audit in March 2023. There was no opinion
            at this meeting.
        d.On August 1, 2023, the Audit Committee reported on the implementation of the internal audit from April to June 2023.
          There was no opinion at this meeting.
        e.On November 3, 2023, the Audit Committee reported on the implementation of the internal audit from July to September 2023.
          There was no opinion at this meeting.
        f.On February 2, 2024, the Audit Committee reported on the implementation of the internal audit from October to December 2023.
          There was no opinion at this meeting.
       g.The company's audit committee reported on the implementation of the internal audit in January 2024 on March 8, 2024. There was
          no opinion at this meeting.
       h.The company's audit committee reported on the implementation of the internal audit in February to March 2024 on May 3, 2024.
          There was no opinion at this meeting.
        i.The company's audit committee reported on the implementation of the internal audit in April to June 2024 on August 8, 2024.
         There was no opinion at this meeting.
        j.The company's audit committee reported on the implementation of the internal audit from July to September 2024 on November 8,
          2024. There was no opinion at this meeting.
       k.On January 23, 2025, the Audit Committee of the Company reported on the implementation of internal audit from October to December 2024, and there were no comments at this meeting.
       l.On March 10, 2025, the Audit Committee of the Company reported on the implementation of internal audit in January 2025, and there were no comments at this meeting.
      m.The Company's Audit Committee reported on May 5, 2025 on the implementation of internal audit from February to March 2025, and there were no comments at this meeting.
     (2)Accountant communication situation:
       a. On March 10, 2023, the Audit Committee explained the review of the 2022 financial report. There was no opinion at this meeting.
      b. On May 5, 2023, the Audit Committee explained the review of the financial report for the first quarter of 2023. There was no 
         opinion at this meeting.
      c. On August 1, 2023, the Audit Committee explained the review of the financial report for the second quarter of 2023. There was no
         opinion at this meeting.
      d. On November 3, 2023, the Audit Committee explained the review of the financial report for the third quarter of 2023. There was no
          opinion at this meeting.
      e.On March 8, 2023, the audit committee of the company explained the review of the 2022 financial report. There was no opinion at
         this meeting.
      f.On May 3, 2024, the Audit Committee explained the review of the financial report for the first quarter of 2024. There was no opinion
        at this meeting.
     g.On August 8, 2024, the Audit Committee explained the review of the financial report for the Second quarter of 2024. There was no
        opinion at this meeting.
     h.On November 8, 2024, the Company's Audit Committee explained the review of the financial report for the third quarter of 2024.           There was no opinion at this meeting.       
     i.On March 10, 2025, the Audit Committee of the Company explained the audit of the 2024 financial report and there were no comments at this meeting.
     j.On May 5, 2025, the Audit Committee of the Company explained the review of the first quarter financial report of 2025, and there were no comments at this meeting.

    Salary and Remuneration Committee
    The number of members of this committee is 3, appointed by resolution of the board of directors, and more than half of the members should be independent directors.

    Authority
    1. Regularly review this regulation and make suggestions for amendments.
    2. Establish and regularly review the performance evaluation standards, annual and long-term performance targets, and salary and remuneration policies, systems, standards and structures of the company's directors and managers, and disclose the content of the performance evaluation standards in the annual report.
    3. Regularly evaluate the achievement of performance targets of the company's directors and managers, and determine the content and amount of their individual salary remuneration based on the evaluation results obtained from the performance evaluation standards. The annual report should disclose the individual performance evaluation results of directors and managers, as well as the correlation and rationality of the content and amount of individual salary remuneration with the performance evaluation results, and report it to the shareholders' meeting.


    Basic information of the remuneration committee

    Title Country Name Gender Taking office date Term of office Concurrent position
    Independent director R.O.C 邱寶桂 Female 2025.04.07 3 Years
    • 鴻呈實業(股)公司Deputy General Manager, Finance
    • 台北商業大學會資系Part-time lecturer
    • 醒吾科大企管系Part-time lecturer
    • 東聯互動(股)公司Independent director
    • 岱煒科技(股)公司Independent director
    Independent director R.O.C 陳以敦 Male 2025.04.07 3 Years
    • 合里聯合法律事務所Presiding attorney
    • 眾智光電科技(股)公司Independent director
    • 樺康智雲(股)公司Director
    Independent director R.O.C 陳若中 Male 2025.04.07 3 Years
    • CW Crescent Tech Managing Partner

    Operational situation
    Meeting session
    and date    		 Meeting minutes content
    The 3rd time of the 4th session
    2023/2/17
    • Matters for discussion：
      1.General manager salary review case
    • Decision situation：
      All directors present unanimously passed the resolution without objection.
    The 4th time of the 4th session
    2023/3/10
    • Matters for discussion：
      1.2022 Directors and Employees Remuneration Distribution Case.
    • Decision situation：
      All directors present unanimously passed the resolution without objection.
    The 5th time of the 4th session
    2023/8/1
    • Matters for discussion：
      1.Discuss the salary adjustment case due to the company's personnel changes.
      2.Discuss the salary reduction case for the company's managers.
    • Decision situation：
      All directors present unanimously passed the resolution without objection.
    The 6th time of the 4th session
    2023/11/3
    • Matters for discussion：
      1.Discuss the salary reduction case for the chairman of the board and managers above the associate level.
    • Decision situation：
      All directors present unanimously passed the resolution without objection.
    The 7th time of the 4th session
    2024/3/8
    • Matters for discussion：
      1.The remuneration distribution case for directors and employees in 2012.
      2.Revise the company's "Employee Salary, Remuneration, and Bonus Management Measures".
    • Decision situation：
      All directors present unanimously passed the resolution without objection.
    The 8th time of the 4th session
    2024/5/13    		 Matters for discussion：
    1.Case on reinstating the original salary of the company’s chairman of the board and managers at associate level or above.
    2.Remuneration proposal for independent directors serving as members of the review committee.
    Decision situation：
    All directors present unanimously passed the resolution without objection.
    The 9th time of the 4th session
    2024/10/22    		 Matters for discussion：
    1. Discuss the salary adjustment and promotion salary adjustment cases for the company’s new managers
    Decision situation：
    All directors present unanimously passed the resolution without objection.
    The 10th time of the 4th session
    2024/12/2    		 Matters for discussion：
    1.Discuss the employee stock subscription method for the company's 2024 cash capital increase and the issuance of new shares and the number of shares that can be subscribed to the managers during the issuance of new shares.
    Decision situation：
    All directors present unanimously passed the resolution without objection.
    The 11th time of the 4th session
    2025/01/23    		 Matters for discussion：
    1.Proposed amendments to the Company's "Staff Salary, Remuneration and Bonus Management Rules" and "Directors and Managers' Remuneration Management Rules".
    2.Discuss the salary and salary adjustment proposals for the company's new managers.
    Decision situation：
    All directors present unanimously passed the resolution without objection.
    The 12th time of the 4th session
    2025/03/10    		 Matters for discussion：
    1.2024 directors and employees remuneration distribution plan.
    Decision situation：
    All directors present unanimously passed the resolution without objection.
    The 1st time of the 5th session
    2025/04/07    		 Matters for discussion：
    1.The proposal to elect the convener and meeting chairperson of the fifth Remuneration Committee is discussed.
    Decision situation：
    The members of the Remuneration Committee unanimously agreed to nominate member CHIU,PAO-KUEI as the convener of this committee and chairman of the meeting.
    The 2nd time of the 5th session
    2025/05/05    		 Matters for discussion：
    1.The remuneration proposal for the tenth board of directors of the Company.
    Decision situation：
    Except for the issue of independent director's salary, which was unable to be decided by this committee because all committee members were involved and had a conflict of interest and had to recuse themselves, the case was sent directly to the third session of the 10th Board of Directors for resolution. All other issues were passed unanimously by all present committee members without objection.







     
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