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Compensation Committee members are as follows
| Name | Professional Qualification and Experience |
|---|---|
Hsin-Pin Fu (Convener) | Educational background: Ph.D., Institute of Engineering, National Chiao Tung University Career background: Supervisor, Flexium Interconnect Supervisor and Director, MACHVISION Inc. Co., LTD Professor, Department of Marketing and Circulation Management, National Kaohsiung First University of Science and Technology Section Chief, Electronic Information Section and Knowledge Service Section, Industrial Development Bureau, Ministry of Economic Affairs |
| Pai-Chun Wu | Educational background: PhD of Laws degree at Keio University, Japan Master of Law, Keio University, Japan Graduated from the Law Department of National Taiwan University Career background: Associate Professor / Dean of Department of Finance and Law, Ming Chuan University Chairman, Masterlink Futures Co., Ltd. Chairman, Masterlink Insurance Company Professional qualification |
| Shui-Tung Huang | Educational background: Master of Law, Chinese Cultural University Career background: Public prosecutor, District Prosecutor’s Office; Judge and President of the Courts of First and Second Instance Director, Criminal Affairs Division President of District Court in Kinmen, Penghu, Yilan, and Panchiao Taiwan High Court President, Taiwan High Court Taichung Branch Committee member, Civil Service Disciplinary Committee Professional qualification: Passed Judicial Officer / Lawyer Higher Examination, 1972 |
Zhang Jin-Tu | Educational background: Department of Law, National Taiwan University Career background: Prosecutor, Kaohsiung District Prosecutors Office Prosecutor, Taiwan High Prosecutors Office / Kaohsiung Branch of the Taiwan High Prosecutors Office Chief Prosecutor, Kinmen / Hualien / Pingtung District Prosecutors Offices Chief Prosecutor, Kaohsiung Branch of the Taiwan High Prosecutors Office |
Audit Committee Operations
The company met 5 times in the Audit Committee in 2025 (A); independent directors' attendance was as follows:
| Job title | Name | Actual number of attending seats (B) | Attendance by proxy | Actual attendance rate (%) (B/A) | Remark |
|---|---|---|---|---|---|
| Convener | Xin-Bin Fu | 5 | 0 | 100% | Re-elected on May 28, 2025 |
| Member | Wu Pei-Jun | 5 | 0 | 100% | Re-elected on May 28, 2025 |
| Member | Huang Shui-Tong | 5 | 0 | 100% | Re-elected on May 28, 2025 |
| Member | Zhang Jin-Tu | 2 | 0 | 100% | Joined on May 28, 2025 |
| Member | Anson Tseng | 3 | 0 | 100% | Term ended on May 28, 2025 |
I. The main function of the Audit Committee is to supervise the following matters:
(I) Fair presentation of the financial reports of the Company.
(II) The hiring (and dismissal), independence, and performance of CPAs.
(III) The effective implementation of the internal control system of the Company.
(IV) Compliance with relevant laws and regulations by the Company.
(V) Management of the existing or potential risks of the Company.
II. The powers of 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) The adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others.
(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 hiring or dismissal of a certified public accountant, or their compensation.
(IX) The appointment or discharge of a financial, accounting, or internal audit officer.
(X) Annual financial reports signed or sealed by the Chairman, managerial officers, and accounting officer, and the Q2 financial reports audited and certified by the CPAs.
(XI) Other material matters as may be required by this Corporation or by the competent authority. The matters under the preceding paragraph shall be subject to the approval of one half or more of the entire membership of the Committee and shall be submitted to the board of directors for a resolution. Any matter in the paragraph 1, with the exception of subparagraph 10, that has not been approved by one half or more of the entire membership of the Committee may be adopted with the approval of two thirds or more of the entire board of directors.
III. Other notes:
(I) If there any of the following situations arise the operation of the Audit Committee, the date of the board meeting should be stated, as well as the period, and motion content, the results of the Audit Committee’s resolutions and the Company ’s handling of the Audit Committee’s comments:
1. Matters listed in Article 14-5 of the Securities and Exchange Act.
2. Except for pre-opening matters, other resolutions that have not been approved by the Audit Committee but have been approved by two-thirds or more of all directors.
(II)
Date | Proposal content | Resolution result |
2025.01.06 | 1. Review of the 2025 Capital Expenditure Budget Proposal | All members agreed to pass |
2025.02.21 | 1. Evaluation of the Effectiveness of the Company’s Internal Control System and the 2024 Internal Control System Statement regarding equity/debt issuance 7. Proposal for Public Offering or Issuance of Shares/Convertible Bonds | All members agreed to pass |
2025.05.08 | 1. Amendment to the Company’s Internal Control System and Internal Audit Implementation Rules | All members agreed to pass |
2025.07.31 | 1. Proposal Relating to the Transfer of Treasury Shares to Employees | All members agreed to pass |
2025.11.06 | 1. Formulation of the 2026 Audit Plan | All members agreed to pass |