Corporate Governance

Audit Committee

The audit Committee of the Company was established on 2016/07/11.
The Committee shall consist of all the independent directors, four of whom shall be the convenor and at least one of whom shall have expertise in accounting or finance.
The term of office of the independent directors of the Committee shall be three years and may be re-elected. If the number of people who are discharged for some reason is insufficient as mentioned in the preceding paragraph or the articles of association, a by-election shall be held at the latest shareholders' meeting.
If all the independent directors are removed, the Company shall, within 60 days from the date of occurrence, hold an extraordinary meeting of shareholders to elect a by-election.
He term of office of the members of the Audit Committee is from 2024/06/26 to 2027/06/05.

• Chin Tack Koi
  

  Independent director

  Major education/ experience

  • Department of Accounting, National Taiwan University
  • Mercuries & Associates Holding, Ltd. VP/ Deputy Spokesperson
  Date of appointment：2024/06/26

  Sex：Male

• Wu, Li-Lan

  Independent director

  Major education/ experience

  • EMBA in Accounting, Tamkang University
  • Chief Financial Officer, Accounting Manager and Acting Spokesperson, Nanoplus Limited (Cayman) Taiwan Branch
  • Representative, ZHI-HUI Enterprise Management Consulting Co., Ltd.
  Date of appointment：2024/06/26

  Sex：Female

• Lai, Yung-Cheng

  Independent director

  Major education/ experience

  • Master of Business Administration (MBA), National Chiao Tung University
  • BRIGHTV CONSULTING，Senior Business Consultant and Trainer
  • Independent Director, APLEX TECHNOLOGY INC.
  Date of appointment：2024/06/26

  Sex：Male

• Chen, Chien-Yuan

  Independent director

  Major education/ experience

  • Institute of Economics, National Chengchi University
  • Director, MGI Excellence & Co., CPAs
  Date of appointment：2024/06/26

  gender：Male

Audit Committee Operation

Highlights of the annual work of the Audit Committee are as follows:

• Establish or amend the internal control system in accordance with the articles of Association of the Company.
• Review and approve material loans, endorsements or guarantees.
• Evaluate the effectiveness of the internal control system.
• Review the offering, issuance or private placement of marketable securities of equity nature.
• Review major matters stipulated by other companies or competent authorities.
• Review the appointment, removal or remuneration of the certified accountant.。
• Examine matters involving the interests of the directors themselves.
• Review the appointment and removal of finance, accounting or internal audit supervisors.
• Review significant asset or derivative transactions.
• Review quarterly, annual and semi-annual financial reports.
• In accordance with the provisions of the Articles of Association of the Company to establish or amend the acquisition or disposal of assets, engaging in derivatives trading, lending funds to others, endorsing or providing warranties for others significant financial business procedures.

Please refer to the Annual reports of the Company or the Open Information Observatory for information on the convening of the Committee and the attendance rate of each member.

The focus of audit Committee in 2023 is summarized as follows：

• Review the appointment of Group Chief Financial Officer and Group Chief Operating Officer.
• Review joint loan cases.
• Review quarterly, annual and semi-annual financial reports.
• Review the GOOD WAY CAYMAN CO., LTD. capital loan case.
• Audited the annual business report and financial statements in 2022.
• Funding loan through GWC Technology Inc.
• Audited the annual surplus distribution in 2022.
• Pass the company’s proposed issuance of CB3.
• Handling the case of issuing new shares by converting profits into capital increase.
• Indirect investment in Vietnam.
• Review the 2022 annual self-assessment internal control statement.
• Revise the rules and regulations related to corporate governance of the Company.
• Review the appointment, removal and remuneration of visa accountants.
• Reviewed the internal audit plan in the 2024.
• Review and apply directors' and managers' liability insurance.
• Examined the budget for 2024 year.
• Review the transfer of treasury shares to employees.