Audit Committee
The Audit Committee was established on June 9, 2022 and formed by all independent directors, and the number of the committee members should not be fewer than three, at least one of whom should possess accounting or financial expertise. The committee consists of three members, with independent director Hsu, Chia-Ming as the convener, and operates in accordance with the Company's Audit Committee Charter. It holds at least a meeting per quarter. The committee’s key focus areas are as follows:
- Supervising and auditing the fair presentation of the Company's financial statements.
- Supervising and evaluating the effective implementation of the internal control system.
- Supervising the Company's compliance with laws and regulations.
- Reviewing the company's acquisition or disposal of assets, major loans to others, and endorsements or guarantees provided to others, as well as matters involving directors' personal interest.
- Handling the offering, issuance, or private placement of equity securities.
- Handling the appointment, dismissal, or remuneration of CPAs.
Membership
| Name |
Resume |
Independent Director
Chia-Ming Hsu(Chairman)* |
- Chartered Engineer/Ph.D. in Engineering, Technische Universität Berlin School of Mechanical Engineering Department of Mechanical Engineering
- Feng Chia University – Professor/Head of Department/President
- Chief of Preparatory Division, National Space Program Office, Executive Yuan
- ITRI Mechanical and Mechatronics Systems Lab – Head
- Norm Pacific Automation Corp. – Chairman
- Chienkuo Technology University – President
|
|
Independent Director
Paul Hsu
|
- Ph.D. in Mechanical Engineering, University of Wisconsin National Chiao Tung University – Professor/College of Electrical Engineering – Vice Dean
- Chinese Automatic Control Society – Chairman
|
Independent Director
Hsuam-Lien Chu
(Expertise in accounting) |
- Ph.D. in Department of Accounting, National Taiwan University
- Department of Accounting, National Taipei University - Professor
|
* Independent Director Chia-Ming Hsu resigned on November 17, 2025. The company will by-elect the new independent director at the latest Shareholders' Meeting.
Major resolutions of the Audit Committee
| Date(Session) |
Motion details and subsequent actions taken |
Resolution |
Company‘s response to
Audit Committee‘s opinions |
2025.3.10
The 1st committee 18th |
1. Approved 2024 Business Report, Parent Company-only Financial Statements, and Consolidated Financial Statements.
2.Approved distribution of 2024 earnings.
3.Approved 2024 Internal Control System Declaration.
4.Approved the CPAs to change and suitability of CPAs.
5.Approved of issue Restricted Stock Awards (RSA). |
Approved by all Audit Committee members present. |
Approved by all
Directors present. |
2025.5.8
The 1st committee 19th |
1.Approved the CPAs fees.
2.Approved Consolidated Financial Statements for the first quarter of 2025.
3.Approved the repurchase and cancellation confirmation of the second convertible corporate bond (CB) of Mirle. |
Approved by all Audit Committee members present. |
Approved by all
Directors present. |
2025.8.7
The 2nd committee 1st |
1.Approved Consolidated Financial Statements for the second quarter of 2025.
2.Approved to amend some clauses of the company's "Internal Control System"
3.Approval of the list and quantity of shares allocated to non-managers of the company for the issuance of Restricted Stock Awards(RSA) |
Approved by all Audit Committee members present. |
Approved by all
Directors present. |
2025.11.6
The 2nd committee 2nd |
1.Approved the consolidated financial statements for the third quarter of 2025.
2.Amend certain provisions of the Company's 'Second Domestic Unsecured Convertible Bonds Issuance and Conversion Procedures'. |
Approved by all Audit Committee members present. |
Approved by all
Directors present. |