Corporate Governance

Audit Committee

Audit Committee

Information on Audit Committee Members

The members of the Audit Committee of the first term are Independent Director Chang, Chia-Hsing, Lin, Yu-Sheng, and Chang, Lan-Ying. Their service term started from June 16, 2022 and ends on June 15, 2025, which is the same as the service term of the Board of Directors of the current term.One member shall be elected as the convener and meeting chair by and from among the entire membership of the audit committee.

Information of the members of the Audit Committee:

Identity Name Condition Independence situation Number of independent directors concurrently serving in other publicly traded companies
Professional qualifications and experience
Independent Director(Convener) Chang, Chia-Hsing
  1. Master of EMBA, National Chiao Tung University；Former Credit/Loan Officer at Taichung Regional Center, CTBC Bank Co., Ltd.、Assistant Manager, Underwriting Department, Grand Cathay Securities Co., Ltd.、Manager, Underwriting Department, MasterLink Securities Corp.、Senior Specialist, Business Management Office, Forhouse Corporation Ltd.、Executive Director of Business Operations / Chief Financial Officer / Spokesperson, Global Material Science Taiwan Co. Ltd.、Supervisor, ACULA TECHNOLOGY CORP.、Lecturer, Industry-Academia Master’s Program, Feng Chia University、Lecturer, Executive Leadership Program, Asia University.
  2. Currently serving as the Chairman of Tongxing Zhiyuan Management Consulting Co., Ltd., Chairman of Dingcheng Investment Co., Ltd., Independent Director of NICHING INDUSTRIAL CORP., and Independent Director of Axman Enterprise Co., Ltd.
  3.  With rich industry experience and no circumstances as specified in Article 30 of the Company Act.
  4.  Mr. Chang Jiaxing has previously served as a senior executive in banking, securities, and related industries, and successfully completed a factory establishment project in China, with extensive industry experience.
 The three independent directors listed on the left have met the requirements set forth by the Financial Supervisory Commission’s "Regulations on the Appointment and Duties of Independent Directors in Public Companies" and Article 14-3 of the Securities and Exchange Act during the two years prior to their appointment and during their tenure. They have been granted sufficient authority to participate in decision-making and express opinions, allowing them to independently execute their relevant duties. 2
Independent Director Lin, Yu-Sheng
  1. Master's in Finance, Saint Louis University, USA、Master's in Law, National Chengchi University, Taiwan、Master's in Business Administration, National Taiwan University、Former Chairman of Taishin International Investment Development Co., Ltd.、Vice General Manager, TAISHIN LEASING & FINANCING CO., LTD.、Securities Analyst, Taichung Securities Investment Consulting Co., Ltd.
  2. Currently serving as the Supervisor of Shenghe Energy Co., Ltd.、Director,  IIH Biomedical Venture Fund I Co., Ltd.、Director, Tetanti AgriBiotech Inc.Director, SINEW PHARMA INC.Director, Jing Ying Investment Co., Ltd.Director, Guoyu Global Co., Ltd.General Manager, Taishin Venture Capital Co., Ltd.
  3. With rich industry experience and no circumstances as specified in Article 30 of the Company Act.
  4. Mr. Lin, Yu-Sheng has expertise in law, finance, and business, along with professional capabilities in financial investment and industry research.
 None
Independent Director Huang, Lan-Ying
  1. Master of Business Administration, Cleveland State University, USA、Doctor of Business Administration (Major in International Business), Nova Southeastern University, USA；Former Independent Director / Compensation Committee Member, SDI CORPORATION、Financial Officer, FILA (Hong Kong) Limited、Chair of the Department of Business Administration, National Changhua University of Education.
  2. Currently serving as a Professor in the Department of Business Administration, National Changhua University of Education.、Independent Director, Axman Enterprise Co., Ltd.、Independent Director, SDI CORPORATION
  3. With rich industry experience and no circumstances as specified in Article 30 of the Company Act.
  4. Ms. Huang, Lan-Ying serves as a university professor and has extensive research experience and professional skills.
 2

Operations of the Audit Committee

To establish a sound corporate governance system, enhance supervisory functions, and strengthen management capabilities, the Audit Committee was established on June 16, 2022, in accordance with Article 3 of the “Regulations Governing the Exercise of Powers by Audit Committees of Public Companies.”

The committee is composed entirely of independent directors, with a minimum of three members. One member serves as the convener, and at least one member must have expertise in accounting or finance. The term of office for independent directors on the committee is three years, and they may be re-elected for consecutive terms.

Ⅰ. Annual Work Priorities

  1. Communicate the audit report result with the internal audit officer on a regular basis based on the annual audit plan.
  2. Communicate with the CPAs of the Company on the financial statements or the audit result on a regular basis.
  3. Review the financial reports.
  4. Assess the effectiveness of the internal control system.
  5. Review the appointment, discharge, remuneration and services of CPAs.
  6. The independence of the certifying accountant is assessed annually, along with their independence declaration. The evaluation results are then submitted to the Board of Directors.
  7. Review assets, derivatives, regulations for loans to others and endorsement/guarantee, and significant transactions of assets, loans to others, and endorsement/guarantee.
  8. Compliance with Regulations.

Ⅱ. Annual Implementation Status

  1. The Audit Committee of our company consists of 3 members.
  2. The term of office for this committee: From June 16, 2022, to June 15, 2025.
  3. The attendance of committee members for the year 2025 is as follows:
Title Name Expected Attendance Actual Attendance By proxy Attendance Rate (%) Note
Convener Chang, Chia-Hsing 1 1 0 100%  
Member Lin, Yu-Sheng 1 1 0 100%  
Member Huang, Lan-Ying 1 1 0 100%

The summaries of each audit committee meeting are as follows:

Date of Meeting Agenda content Resolution of the Audit Committee The Company’s response to these opinions
2022-06-24
  1. Proposed nomination for the convener of the inaugural Audit Committee.
  2. CPA Professional Fees.
 The proposals were approved by all attending members of the Audit Committees in unanimity The proposals were approved by all attending directors in unanimity
2022-07-07
  1. Adjustment of head of department.
 The proposals were approved by all attending members of the Audit Committees in unanimity The proposals were approved by all attending directors in unanimity
2022-08-11
  1. The 2022 Q2 financial statements and Audit Report of the Company.
  2. Serve as the joint guarantor for the bank line of credit for the subsidiary.
 The proposals were approved by all attending members of the Audit Committees in unanimity The proposals were approved by all attending directors in unanimity
2022-11-10
  1. Financial statements for the third quarter of the fiscal year 2022 of our company.
  2. The Company plans to provide loans to subsidiary Shian Yih (Dongguan) Electronic Industry Co., Ltd. and Dongguan Ke Sheng Optics and Photoelectric Co., Ltd.
  3. Bank credit for subsidiary Chian Yih Optotech Co., Ltd.
  4. Short-term borrowing to subsidiary Chian Yih Optotech Co., Ltd.
 The proposals were approved by all attending members of the Audit Committees in unanimity The proposals were approved by all attending directors in unanimity
2022-12-21
  1. Audit Plan for the Year 2023.
  2. Financial Forecast and Operational Plan for the Year 2023.
  3. Amendment to the internal control system and procedure.
 The proposals were approved by all attending members of the Audit Committees in unanimity The proposals were approved by all attending directors in unanimity
2023-03-15
  1. Business Report and Financial Statements for the Fiscal Year 2022.
  2. Profit Distribution Plan for the Fiscal Year 2022.
  3. Issuance of the "Internal Control Statement for the Fiscal Year 2022".
  4. Establishment of general principles for the pre-approval policy of non-assurance services.
  5. Revision of Chapter 01 General Provisions of the Internal Control System.
  6. Revision of the "Corporate Governance Practices Guidelines" and "Budget Management Regulations".
  7. Newly established "Regulations on Preventing Insider Trading".
  8. Evaluation of the independence and suitability of the auditors.
 The proposals were approved by all attending members of the Audit Committees in unanimity The proposals were approved by all attending directors in unanimity
2023-05-11
  1. The financial statement for the first quarter of 2023 for our company.
 The proposals were approved by all attending members of the Audit Committees in unanimity The proposals were approved by all attending directors in unanimity
2023-06-12
  1. Appointment of Corporate Governance Officer Case.
 The proposals were approved by all attending members of the Audit Committees in unanimity The proposals were approved by all attending directors in unanimity
2023-08-10
  1. Second Quarter 2023 Financial Statements and Auditor's Review Report Case.
  2. Appointment of New Chief Information Security Officer Case.
  3. Establishment of Operating Procedures for the Audit Committee Case.
  4. Amendment of Board Meeting Regulations Case.
  5. Revision of Organizational Regulations and Operating Procedures of the Compensation Committee.
 The proposals were approved by all attending members of the Audit Committees in unanimity The proposals were approved by all attending directors in unanimity
2023-11-09
  1. Third Quarter 2023 Financial Statements and Auditor's Review Report Case.
  2. Loans to Subsidiaries Dongguan Shian Yih Electronics and Dongguan Kesheng Optoelectronics Case.
  3. Renewal of Citibank's Credit Facility Case.
  4. Appointment as Guarantor for Subsidiaries' Bank Credit Facilities Case.
  5. Purchase of Directors' and Officers' Liability Insurance Case.
  6. Bank Credit Facility for Subsidiary Chian Yih Optoelectronic Technology Co., Ltd. Case.
  7. Short-term Loan for Subsidiary Chian Yih Optoelectronic Technology Co., Ltd. Case.
The proposals were approved by all attending members of the Audit Committees in unanimity The proposals were approved by all attending directors in unanimity
2023-12-21
  1. 2024 Audit Plan Operation Case.
  2. 2024 Financial Forecast and Operational Plan Case.
  3. Establishment of Information Security Policy and Management Measures Case.
 The proposals were approved by all attending members of the Audit Committees in unanimity The proposals were approved by all attending directors in unanimity
2024-03-12
  1. The company's 2023 annual business report and financial statements.
  2. The company's 2023 earnings distribution plan.
  3. The company's issuance of the "2023 Internal Control Statement."
  4. The company's appointment of auditors for the 2024 financial statements and the evaluation of their independence and suitability.
  5. Revisions to the "Board Meeting Rules" and the "Audit Committee Charter."
 The proposals were approved by all attending members of the Audit Committees in unanimity The proposals were approved by all attending directors in unanimity
2024-05-09
  1. The company's financial statements for the first quarter of 2024.
 The proposals were approved by all attending members of the Audit Committees in unanimity The proposals were approved by all attending directors in unanimity
2024-06-12
  1. Auditor's Fee Review Case.
 The proposals were approved by all attending members of the Audit Committees in unanimity The proposals were approved by all attending directors in unanimity
2024-08-08
  1. The company's financial statements for the second quarter of 2024.
  2. Proposal to revise the "Accounting System."
  3. Renewal of the credit limit agreement with Mega Bank upon expiration.
  4. Proposal for Directors and Officers (D&O) Liability Insurance.
 The proposals were approved by all attending members of the Audit Committees in unanimity The proposals were approved by all attending directors in unanimity
2024-11-07
  1. Proposal for the company's Q3 2024 financial statements.
  2. Proposal to amend the "Audit Committee Charter" and the "Corporate Governance Best-Practice Principles."
  3. Proposal to revise the operational management guidelines for transactions involving the group, specific companies, and related parties.
  4. Proposal for short-term loans for subsidiaries Dongguan Xianyi Electronics and Dongguan Kesheng Optoelectronics.
  5. Proposal to renew the credit line agreement with Citibank (Taiwan) upon expiration.
  6. Proposal to serve as a guarantor for the bank credit line of a subsidiary.
  7. Proposal for the bank credit line for subsidiary Cheng Yi Optoelectronics Technology Co., Ltd.
  8. Proposal for a short-term loan for subsidiary Cheng Yi Optoelectronics Technology Co., Ltd.
  9. Proposal for capital reduction of subsidiary Cheng Yi Optoelectronics Technology Co., Ltd.
 The proposals were approved by all attending members of the Audit Committees in unanimity The proposals were approved by all attending directors in unanimity
2024-12-25
  1. The 2025 Audit Plan Proposal.
  2. The 2025 Financial Forecast and Operational Plan Proposal.
  3. Revision of the "Internal Control System - Chapter 01: General Provisions" and the "Internal Audit System and Implementation Rules - Chapter 01: General Provisions" Proposal.
  4. New Proposals for "Sustainable Information Management" and "Sustainability Reporting Preparation and Assurance Procedures."
  5. Capital Increase Proposal for the Subsidiary Cheng Yi Optoelectronics Technology Co., Ltd.
 The proposals were approved by all attending members of the Audit Committees in unanimity The proposals were approved by all attending directors in unanimity
2025-02-25
  1. Proposal for the 2024 Business Report and Financial Statements.
  2. Proposal for the 2024 Earnings Distribution.
  3. Proposal for the issuance of the "2024 Internal Control Statement."
  4. Proposal for the amendment of the Articles of Incorporation.
  5. Proposal for the change of the certifying accountant due to internal adjustments within the accounting firm.
  6. Proposal for the appointment of the certifying accountant for the 2025 financial statements and the evaluation of the accountant's independence and suitability.
  7. Proposal for the date, venue, and agenda of the 2025 Annual General Meeting of Shareholders.
 The proposals were approved by all attending members of the Audit Committees in unanimity The proposals were approved by all attending directors in unanimity

Organizational Rules of the Audit Committee (2024-03-12 The board of directors passed the amendment.)

Communication between Independent Directors, the Chief Internal Auditor, and the Accountants

Communication methods between independent directors and internal audit managers and accountants

  1. The independent directors of the company regularly communicate with the management and the auditors regarding the company’s financial status, the design of the internal control system, and the effectiveness of its implementation. Additionally, at least once a year, they hold a separate meeting with the auditors without the presence of general directors and management. The auditors report their observations and review results concerning financial, accounting, and internal control systems to the independent directors and may provide suggestions.
  2. The company’s internal audit department regularly reports and communicates with the board of directors and the audit committee regarding deficiencies in the internal control system and the status of corrective actions. The head of the audit department holds at least one separate meeting or email communication with the independent directors each year to discuss issues related to the internal control system.

Communication between the independent directors of the company and the accountants is good. The summary of the main communication topics is as follows:

Date Communication Method Communication Content Independent Director's Opinion Processing Execution Result
111-08-11 Communication Meeting
  1. 2022 Second Quarter Review Report.
  2. Significant Regulatory Updates.
 Unqualified Not Applicable
112-03-15 Communication Meeting
  1. Independence of auditors.
  2. Responsibility of auditors for auditing financial statements.
  3. Types of audit opinions issued.
  4. Scope of the audit.
  5. Audit findings.
  6. Principal effects of Auditing Standard No. 315.
  7. Significant updates to accounting standards or interpretations, regulatory requirements, and tax laws.
 Unqualified Not Applicable
112-08-10 Communication Meeting
  1. Review Report for the Second Quarter of 2023.
  2. Significant Regulatory Updates.
 Unqualified Not Applicable
112-11-09 Communication Meeting
  1. Review Report for the Third Quarter of 2023.
  2. Annual Audit Planning.
  3. Significant Regulatory Updates.
 Unqualified Not Applicable
113-03-12 Communication Meeting
  1. Review Report for the Fourth Quarter of 2023.
  2. Significant Regulatory Updates.
 Unqualified Not Applicable
113-08-08 Communication Meeting
  1. Review report for the second quarter of 2024.
  2. Significant regulatory updates.
 Unqualified Not Applicable
113-12-24 Communication Meeting
  1. Annual audit planning.
  2. Summary of recent updates to auditing standards.
  3. Updates on securities regulations.
 Unqualified Not Applicable
114-02-25 Communication Meeting
  1. Review Report for the Fourth Quarter of 2024.
  2. Important Regulatory Updates.
 Unqualified Not Applicable

The communication between the independent directors of the company and the internal audit chief is good. The summary of the main communication topics is as follows:

Date Communication Method Communication Content Independent Director's Opinion Execution Result
2022-12-21 Communication Meeting Report on Audit Activities for November 2022. Unqualified Opinion Not Applicable
2023-01-06 EMAIL Audit Report for December 2022. Unqualified Opinion Not Applicable
2023-02-07 EMAIL Audit Report for Januray 2023. Unqualified Opinion Not Applicable
2023-03-06 EMAIL Audit Report for February 2023. Unqualified Opinion Not Applicable
2023-04-07 EMAIL Audit Report for March 2023. Unqualified Opinion Not Applicable
2023-05-05 EMAIL Audit Report for April 2023. Unqualified Opinion Not Applicable
2023-05-11 Communication Meeting Key Audit Focus Reports and Post-Audit Tracking Explanations for January to April 2023. Unqualified Opinion Not Applicable
2023-06-06 EMAIL Audit Report for May 2023. Unqualified Opinion Not Applicable
2023-07-12 EMAIL Audit Report for June 2023. Unqualified Opinion Not Applicable
2023-08-08 EMAIL Audit Report for July 2023. Unqualified Opinion Not Applicable
2023-09-06 EMAIL Audit Report for August 2023. Unqualified Opinion Not Applicable
2023-10-06 EMAIL Audit Report for September 2023. Unqualified Opinion Not Applicable
2023-11-02 EMAIL Audit Report for October 2023. Unqualified Opinion Not Applicable
2023-12-06 EMAIL Audit Report for November 2023. Unqualified Opinion Not Applicable
2023-12-21 Communication Meeting Key Audit Focus Reports and Post-Audit Tracking Explanations for May to November 2023, including the Audit Plan for 2023. Unqualified Opinion Not Applicable
2024-01-08 EMAIL Audit Report for December 2023. Unqualified Opinion Not Applicable
2024-02-02 EMAIL Audit Report for Januray 2024. Unqualified Opinion Not Applicable
2024-03-04 EMAIL Audit Report for February 2024. Unqualified Opinion Not Applicable
2024-03-12 Communication Meeting Key Audit Focus Reports and Post-Audit Tracking Explanations for December 2024 to February 2025. Unqualified Opinion Not Applicable
2024-04-08 EMAIL Audit Report for March 2024. Unqualified Opinion Not Applicable
2024-05-03 EMAIL Audit Report for April 2024. Unqualified Opinion Not Applicable
2024-06-12 EMAIL Audit Report for May 2024. Unqualified Opinion Not Applicable
2024-07-05 EMAIL Audit Report for June 2024. Unqualified Opinion Not Applicable
2024-08-02 EMAIL Audit Report for July 2024. Unqualified Opinion Not Applicable
2024-09-05 EMAIL Audit Report for August 2024. Unqualified Opinion Not Applicable
2024-10-08 EMAIL Audit Report for September 2024. Unqualified Opinion Not Applicable
2024-11-06 EMAIL Audit Report for October 2024. Unqualified Opinion Not Applicable
2024-12-09 EMAIL Audit Report for November 2024. Unqualified Opinion Not Applicable
2024-12-24 Communication Meeting The 2025 Audit Plan and Key Focus Areas of Internal Control and Internal Audit for Sustainable Information Management. Unqualified Opinion Not Applicable
2025-01-07 EMAIL Audit Report for December 2024. Unqualified Opinion Not Applicable
2025-02-04 EMAIL Audit Report for January 2025. Unqualified Opinion Not Applicable