Operation of the Audit Committee

 

Audit Committee Responsibilities

 

The Company's Audit Committee is composed entirely of independent directors. In accordance with the Regulations Governing the Exercise of Powers by Audit Committees of Public Companies, the Audit Committee shall meet at least quarterly. The scope of authority as specified in the Audit Committee Charter includes the following:

  1. Establish or amend the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
  2. Evaluate the effectiveness of the internal control system.
  3. Establish or amend procedures for major financial transactions such as acquiring or disposing of assets, engaging in derivative transactions, lending funds to others, endorsing or providing guarantees for others, pursuant to Article 36-1 of the Securities and Exchange Act.
  4. Matters involving conflicts of interest of directors.
  5. Major asset or derivative transactions.
  6. Major loans, endorsements, or guarantees.
  7. Issuance, public offering, or private placement of equity-type securities.
  8. Appointment, dismissal, or remuneration of certified public accountants.
  9. Appointment or removal of financial, accounting, or internal audit officers.
  10. Annual financial statements signed or sealed by the chairman, managers, and accounting officers, and second-quarter financial statements requiring CPA review.
  11. Other significant matters as prescribed by the Company or competent authorities.

 

Audit Committee Members

 

Fourth Term Board Members (Term: 25 May 2023 – 24 May 2026)

TitleNameGender
Age
Nationality
or Registration
Education / Major ExperienceCurrent Positions in the Company and Other Companies

Independent Director

Convener

Hsu Zhi-Cheng

Male

55–60

Republic of China (Taiwan)

Bachelor of Computer Science, National Taiwan University

M.S. in Computer Science, Stony Brook University, NY

Ph.D. in Computer Science, UCLA

Associate Professor, Department of Information Management, National Central University

Advisor, ERP Center, National Central University

Independent Director

Huang Yu-Xun

Male

35–40

Republic of China (Taiwan)

Master in Accounting, National Taipei University

CPA, Cheng-Yi & Co.

Audit Manager, PwC Taiwan

Audit Section Leader, Deloitte Taiwan

CPA, Cheng-Yi & Co.

Independent Director

Lai Chia-Hui

Male

55–60

Republic of China (Taiwan)

Vice Chairman, Taiwan Green Energy Association

Adjunct Assistant Professor, National Changhua University of Education

Adjunct Assistant Professor, Chienkuo Technology University

Supervisor, Gaoqiao Automation Technology Co., Ltd.

Chairman, Jin Sen Bao Industrial Co., Ltd.

 

Significant Resolutions of the Audit Committee

 

DateMeetingSignificant Resolutions

12 Mar 2024

1st Audit Committee Meeting, 2024

1. Approved impairment loss recognition for Q4 2023 financial statements under IFRS.

2. Approved the 2023 business report and financial statements.

3. Approved the 2023 profit distribution plan.

4. Approved the 2023 internal control statement.

5. Approved the proposal for the 1st cash capital increase in 2024.

6. Approved employee subscription plan for the 1st cash capital increase in 2024.

7. Approved pre-approval process and general policy for non-assurance services by Ernst & Young and related firms.

8. Approved amendment of the Company’s "Board Meeting Rules".

9 Apr 2024

2nd Audit Committee Meeting, 2024

1. Approved pricing and record date for the 1st cash capital increase in 2024.

2. Approved 2023 cash dividend distribution.

27 Jun 2024

3rd Audit Committee Meeting, 2024

1. Approved amendments to "Production Cycle" and "Property, Plant, and Equipment Cycle".

2. Approved amendments to the "Audit Committee Charter" and "Internal Audit System".

9 Aug 2024

5th Audit Committee Meeting, 2024

1. Approved Q2 2024 consolidated financial statements.

2. Approved intercompany loan to 100% subsidiary Vietnam Puhui Medical Technology LLC.

3. Approved new application for mid-term real estate secured credit line from Chang Hwa Bank.

4. Approved lifting of non-compete restriction for designated representative of Yidai Fu International Co., Ltd.

5. Approved Phase III factory construction investment of 100% subsidiary Vietnam Taiwan Puhui Medical Technology LLC.

6. Approved cash capital increase of USD 1,800,000 for 100% subsidiary Vietnam Taiwan Puhui Medical Technology LLC.

20 Sep 2024

6th Audit Committee Meeting, 2024

1. Approved 1H 2024 profit distribution.

9 Dec 2024

7th Audit Committee Meeting, 2024

1. Approved 2025 budget.

2. Approved 2025 audit plan.

3. Approved amendments and increase of collateral for credit line applied from Taichung Bank.

4. Approved amendments to "Procurement Cycle" and "Property, Plant, and Equipment Cycle".

5. Approved amendments to "Accounting System" and "Seal Management Regulations".

6. Approved amendments to "Approval Authority Regulations" and "Bonus and Dividend Distribution Regulations".

7. Approved lease extension for factory premises of Vietnam Puhui Medical Technology LLC.