1.Member of the Audit Committee
|
Title |
Criteria
Name |
Professional Qualification Requirements and Work Experience |
|
Independent director
(convener) |
Chou Tse Yi |
Chief of Accountant, USI, with accounting and financial analysis and crisis management skills, leadership and decision-making ability |
|
Independent director |
Renn Jyh Chyang |
Professor of Department of Mechanical Engineering, National Yunlin University and Consultant of Taiwan Fluid Power Association, with industry knowledge and crisis management skills |
|
Independent director |
Lin Ken Mao |
Chairman of Welldar Industrial Co., Ltd., with ability of operation management and operational judgment |
|
Independent director |
Huang Yi Wen |
Attorney-at-law of H.Y. Construction Law Firm, with crisis management skills and leadership ability |
2.Main duties of the Audit Committee
A.The main function of the Audit Committee is to supervise the following matters:
(1) Fair presentation of the financial reports.
(2) The hiring (and dismissal), independence, and performance of certificated public accountants.
(3) The effective implementation of the internal control system.
(4) Compliance with relevant laws and regulations by the Company.
(5) Management of the existing or potential risks of the Company.
B. The Audit Committee is responsible for reviewing the following:
(1) The adoption of or amendments to the internal control system.
(2) Assessment of the effectiveness of the internal control system.
(3) The adoption or amendment, 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.
(4) Matters in which a director is an interested party.
(5) Asset transactions or derivatives trading of a material nature.
(6) Loans of funds, endorsements, or provision of guarantees of a material nature.
(7) The offering, issuance, or private placement of equity-type securities.
(8) The hiring or dismissal of a certified public accountant, or their compensation.
(9) The appointment or discharge of a financial, accounting, or internal audit officer.
(10) Annual financial reports which are signed or sealed by the chairperson, managerial officer, and accounting officer.
(11) Other material matters as may be required by this Corporation or by the competent authority.
3.Operation of the Audit Committee
A total of 6 meetings of the board of independent directors were held in 2025. The attendance of independent directors was as follows:
|
Title |
Name |
Attendance in Person |
By Proxy |
Attendance rate (%) |
Remark |
|
director |
Chou, Tse-Yi |
4 |
0 |
100% |
Convener
New office assumed |
|
|
Renn, Jyh-Chyang |
6 |
0 |
100% |
Renewal of office |
|
director |
Lin, Ken-Mao |
6 |
0 |
100% |
Renewal of office |
|
director |
Huang, Yi-Wen |
6 |
0 |
100% |
Renewal of office |
|
|
Lin, Yu-Ya |
2 |
0 |
100% |
Term expired |
Notes: The directors of the Company were re-elected on 21 May 2025.
Other matters that should be recorded:
1. If any of the following circumstances occur, the dates of meetings of the board of independent directors, sessions, contents of motions, objections of independent directors, reservations or major proposal items, resolutions of the Audit Committee and the Company’s response to Audit Committee’s opinion should be specified:
(1) Matters referred to in Airticle14-5 of the Securities and Exchange Act:
|
Audit Committee meeting date |
Contents of motions |
Objections of independent directors, reservations or major proposal items |
All independents directors’ opinion and the Company’s response to independent directors’ opinion |
|
February 27, 2025
The seventeenth meeting of the audit committee of the fifth term |
Approve the business report and the consolidated financial statements of the Company and its subsidiaries for 2024. |
None |
Approved by all members of audit committee in attendance. |
|
Approve the Company’s earning distribution for 2024. |
None |
|
Approve the statement on internal control systems of the Company. |
None |
|
Approve the amendments to the M&A of the Company. |
None |
|
Approve the release from the prohibition on the directors of the seventh term from participation in competing business. |
None |
|
Approve the evaluation of the independence and the competence of the Certified Public Accountant for the audit of the financial statement of the Company. |
None |
|
Approve the nomination and election of the directors (including independent directors). |
None |
|
Approve the capital increase of Ningbo Airtac Automatic Industrial Co., Ltd. |
None |
|
August 15, 2025
The second meeting of the audit committee of the sixth term |
Approve the consolidated financial statements of the Company and its subsidiaries for the second quarter of 2025. |
None |
Approved by all members of audit committee in attendance. |
|
November 13, 2025
The third meeting of the audit committee of the sixth term |
Approve the 2026 audit plan of the Company. |
None |
Approved by all members of audit committee in attendance. |
|
Approve the capital increase of Ningbo Airtac Automatic Industrial Co., Ltd. |
None |
(2) Other matters which were not approved by the Audit Committee but were approved by two-thirds or more of all directors: None
2. If there is Independent Directors’ avoidance of motions in conflict of interest, the Independent Directors’ names, contents of motions, causes for avoidance and voting should be specified:
The seventeenth meeting of the audit committee of the fifth term proposes to approve the list of candidates for directors (including independent directors) nominated by the Board. Independent Director Jyh-Chyang Renn, Independent Director Ken-Mao Lin and Independent Director Yi-Wen Huang, candidates for independent directors, who have personal interest in the matter under discussion at a meeting of the directors, shall not exercise voting rights nor exercise voting rights on behalf of another director due to conflict of interest.
3. Communications between the independent directors, the Company's Chief Internal Auditor and CPAs:
(1) The supervisor of internal audit of the company regularly communicates with the members of the audit committee on the results of the audit reports and makes internal audit reports at quarterly meetings. If there are special circumstances, they will also report to the members of the audit committee immediately. There is no such special situation in 2025. The company’s audit committee communicates well with the internal audit supervisor.
|
Date |
Participants |
Communication with internal auditing supervisor |
Result |
|
February 27, 2025
|
All independent directors
Chief Audit Officer |
Review the internal audit report |
No objection. |
|
Review the statement on internal control systems of the Company. |
No objection and propose to approve in the board of directors. |
|
May 12 2025 |
All independent directors
Chief Audit Officer |
Review the internal audit report |
No objection. |
|
May 21, 2025
|
All independent directors
Chief Audit Officer |
Review internal audit report |
No objection. |
|
August 15, 2025
|
All independent directors
Chief Audit Officer |
Review internal audit report |
No objection. |
|
November 13, 2025
|
All independent directors
Chief Audit Officer |
Review internal audit report |
No objection. |
|
Review 2026 audit plan of the Company |
No objection and propose to approve in the board of directors. |
|
December 22, 2025 |
All independent directors
Chief Audit Officer |
Review internal audit report |
No objection. |
(2) CPA needs to attend the audit committee according to the content of each meeting. The content includes reporting the results of the audit or review of the quarterly financial report, the scope and time plan of the auditing or review, as well as the circumstances of major discoveries, providing that the personnel of the firm affiliated with the certified public accountant have complied with the statement on independence in the professional code of ethics for accountants, the key audit matters that must be communicated in the financial report, and the impact of the amendment of laws and regulations on the company. If there are special circumstances, it will immediately report to the audit committee members. There is no such special situation in 2025. The company's audit committee communicates well with the certified accountant.
|
Date |
Participants |
Communication with CPA |
Result |
|
February 27, 2025
|
All independent directors
Independent Auditor,
Bo-Ren Weng
|
Discuss any review problems in the financial report of 2024. |
No objection. |
|
Review the independent and suitability of CPA. |
|
May 12, 2025 |
All independent directors
Independent Auditor,
Bo-Ren Weng
|
Discuss any review problems in the financial report of the first quarter in 2025. |
No objection. |
|
August 15, 2025
|
All independent directors
Independent Auditor,
Bo-Ren Weng
|
Discuss any review problems in the financial report of the second quarter in 2025. |
No objection. |
|
November 13, 2025
|
All independent directors
Independent Auditor,
Bo-Ren Weng
|
CPA explained the 2025 financial report review plan and the key audit matters of the review, and discuss the questions addressed by the participants in audit committee. |
No objection. |
|
Discuss any review problems in the financial report of the third quarter in 2025. |
4. The performance evaluation of the Audit Committee
The criteria for the Audit Committee performance evaluation covers 22 indicators in five aspects. The average score is 4.78 out of 5, indicating that the audit committee functions well and complies with corporate governance requirements.
|
Five aspects |
No. of Indicators |
Average Score |
|
A. Participation in the operation of the company. |
4 |
4.94 |
|
B. Awareness of the duties of the functional committee |
5 |
4.70 |
|
C. Improvement of the quality of decision made by the functional committee |
7 |
4.79 |
|
D. Makeup of the functional committee and election of its members. |
3 |
4.67 |
|
E. Internal control. |
3 |
4.83 |