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  • 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

    Independent

    director

    Chou, Tse-Yi

    4

    0

    100%

    Convener

    New office assumed

    Independent

    director

    Renn, Jyh-Chyang

    6

    0

    100%

    Renewal of office

    Independent

    director

    Lin, Ken-Mao

    6

    0

    100%

    Renewal of office

    Independent

    director

    Huang, Yi-Wen

    6

    0

    100%

    Renewal of office

    Independent

    director

    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