Functional Committee
I. Audit Committee
To strengthen the Company's oversight function and enhance its management mechanism, the Company established the Audit Committee on June 19, 2023, and adopted the Audit Committee Charter and the Audit Committee Operational Management Procedures as the basis for its operation.
The Committee is composed entirely of Independent Directors, including one member with financial expertise. Committee members serve a three-year term and are eligible for re-election, with a maximum of three consecutive terms.
In accordance with the Audit Committee Charter, the Committee convenes at least once every quarter and may hold additional meetings whenever necessary. Resolutions of the Committee require the approval of more than one-half of all Committee members.
Primary Responsibilities
The Audit Committee's primary responsibilities are to oversee the following matters:
The fair presentation of the Company's financial statements.
The appointment (or dismissal), independence, and performance of the external auditors.
The establishment, soundness, and effectiveness of the Company's internal control system.
The Company's compliance with applicable laws and regulations.
The management of existing and potential risks.
Matters required under Article 14-5 of the Securities and Exchange Act.
Powers and Duties of the Audit Committee
The Audit Committee is responsible for reviewing or approving the following matters:
Adoption or amendment of the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
Evaluation of the effectiveness of the internal control system.
Adoption or amendment of procedures governing major financial and business activities, including the acquisition or disposal of assets, derivatives trading, loans to others, endorsements and guarantees, in accordance with Article 36-1 of the Securities and Exchange Act.
Matters involving Directors' conflicts of interest.
Significant asset transactions or derivatives transactions.
Significant loans, endorsements, or guarantees.
Public offerings, issuance, or private placements of equity-related securities.
Appointment, dismissal, or remuneration of the external auditors.
Appointment or dismissal of the heads of finance, accounting, or internal audit.
Annual financial reports and second-quarter financial reports subject to CPA audit or review, signed or sealed by the Chairman, the President, and the Chief Accounting Officer.
Other material matters as required by applicable laws, regulations, or the competent authorities.
Key Activities
The Audit Committee was established on June 19, 2023. The key responsibilities of the current Second Audit Committee include:
Reviewing the quarterly financial statements.
Reviewing the annual budget and earnings distribution proposals.
Reviewing amendments to the Company's management policies and procedures.
Reviewing the appointment of the external auditors, auditor independence assessment, and audit fees.
Reviewing the annual internal audit plan and authorizing internal audit activities.
Audit Committee Members
The Company's Second Audit Committee consists of four members. The current Committee's term of office runs from June 24, 2024, to June 23, 2027.

Title | Name | Professional qualifications and experience | Independence analysis |
|---|---|---|---|
IndependentDirector(Convener) | Tien-Tai Chou | ¢ExperiencePartner and Lawyer, PTMA LegalSupervisor, Shang Shi Hua (Shanghai) Financial Consulting Co., Ltd.Supervisor, Botai Mingan (Shenzhen) Enterprise Development Consulting Co., Ltd.Director, Botai Mingan Family Office (Corp.)Supervisor, Botai Mingan (Suzhou) Enterprise Development Consulting Co., Ltd.Independent Director, Brain Power (Qingyuan) Co., Ltd.¢EducationPh.D. in Law, East China University of Political Science and Law | All four Independent Directors have met the qualification requirements set forth in the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies promulgated by the Financial Supervisory Commission, as well as Article 14-2 of the Securities and Exchange Act, during the two years prior to their election and throughout their terms of office. In addition, each Independent Director has been granted the authority under Article 14-3 of the Securities and Exchange Act to fully participate in the Board's decision-making process and express independent opinions, thereby enabling them to exercise their duties independently. |
IndependentDirector | Shao-Hua Wang | ¢ExperienceGeneral Manager and North American Representative, Industrial Technology Research Institute (ITRI) North AmericaDirector, International Center, Industrial Technology Research Institute (ITRI)Director, Industrial Economics and Knowledge Center (IEK), Industrial Technology Research Institute (ITRI)Secretary General, Monte Jade Science & Technology Association of Taiwan & GlobalSecretary General,Monte Jade Science & Technology Association of West CoastSenior Consultant, SRI International and SRI Consulting, Stanford Research InstituteProcess Engineer, M.W. Kellogg (now KBR)Researcher, National Energy Technology Laboratory (NETL), U.S. Department of Energy¢EducationPh.D. in chemical engineering, West Virginia UniversityBachelor’s degree in chemical engineering, National Taiwan University¢Possesses expertise in business management, energy technology, industrial development, marketing management, and sustainable development. | |
IndependentDirector | Chieh-Hsiao Chen | ¢ExperienceDirector, Department of Urology and Urologic Oncology, Changhua Christian Hospital affiliated with China Medical UniversityDepartment of Urology, China Medical University HospitalLecturer, Department of Medicine, China Medical UniversityVisiting Scholar, Stanford UniversityMember, Stanford Taiwan Advanced Medical Equipment Training ProgramMember, Taiwan Urological Oncology AssociationCo-Founder and Chief Medical Officer, iXensor Co. Ltd.¢EducationPh.D. in Medical Engineering, National Cheng Kung University¢Possesses expertise in business management, biotechnology and healthcare, marketing management, and sustainable development. | |
IndependentDirector | Yu-Hsiang Wang | ¢ExperienceManaging Partner, Mega Grace CPA FirmChairman, Mega Family Office CORP.Chairman, Mega Capital Investment (Corp.)Business Assistant Manager, Underwriting Department, IBT Securities Co.,Ltd.Business Assistant Manager, Underwriting Department, Capital Securities CorporationBusiness Assistant Manager, Underwriting Department, KGI Securities Co., Ltd.Audit Department Team Leader, KPMGCertified Public Accountant, Republic of ChinaInternal Auditor¢EducationGraduate Institute of Financial Management, National Sun Yat-sen UniversityDepartment of accounting, Soochow University¢Possesses expertise in business management, financial accounting, internal auditing, marketing management, and sustainable development. |
Attendance of the Audit Committee
Second Audit Committee Term: June 24, 2024 to June 23, 2027. As of the date of this Annual Report, the Committee has convened a total of ten meetings (A). The attendance record of each Committee member is presented below:
| Title | Name | No. of meetingsattended in person (B) | No. of meetingsattended by proxy | In-person attendancerate (%) (B / A) | Remarks | |
IndependentDirector | Tien-Tai Chou | 10 | 0 | 100% | - | |
IndependentDirector | Chieh-Hsiao Chen | 8 | 2 | 80% | - | |
IndependentDirector | Shao-Hua Wang | 10 | 0 | 100% | - | |
IndependentDirector | Yu-Hsiang Wang | 10 | 0 | 100% | - | |
Audit Committee Meetings in 2025 and 2026:
Audit Committee | Content of Proposals | Matters Listed Under Article 14-5 of the Securities Exchange Act | Reason for Avoiding Conflict of Interest | Resolution andRecommendations |
2025.02.24the 5th meeting of the 2nd term |
| V | No such situation | Passed without objection |
| V | No such situation | Passed without objection | |
| V | No such situation | Passed without objection | |
| V | No such situation | Passed without objection | |
| V | No such situation | Passed without objection | |
| V | No such situation | Passed without objection | |
| V | No such situation | Passed without objection | |
| V | No such situation | Passed without objection | |
| V | No such situation | Passed without objection | |
| V | No such situation | Passed without objection | |
2025.05.12the 6th meeting of the 2nd term |
| V | No such situation | Passed without objection |
2025.08.06the 7th meeting of the 2nd term |
| V | No such situation | Passed without objection |
| V | No such situation | Passed without objection | |
2025.11.10the 8th meeting of the 2nd term |
| V | No such situation | Passed without objection |
| V | No such situation | Passed without objection | |
| - | No such situation | Passed without objection | |
| V | No such situation | Passed without objection | |
2026.03.03the 9th meeting of the 2nd term |
| V | No such situation | Passed without objection |
| V | No such situation | Passed without objection | |
| V | No such situation | Passed without objection | |
| V | No such situation | Passed without objection | |
| V | No such situation | Passed without objection | |
| V | No such situation | Passed without objection | |
| V | No such situation | Passed without objection | |
| V | No such situation | Passed without objection | |
| V | No such situation | Passed without objection | |
| V | No such situation | Passed without objection |
Remuneration Committee
The Company established the Remuneration Committee on July 3, 2023, and adopted the Remuneration Committee Charter and the Remuneration Committee Operational Management Procedures as the basis for its operation. The Committee is responsible for evaluating the compensation policies and remuneration system for the Company's Directors and managers from a professional and objective perspective. It convenes at least twice each year and submits recommendations to the Board of Directors for reference in its decision-making.
Powers and Duties of the Remuneration Committee
The Committee shall perform the following duties with the care of a prudent administrator and in good faith, and submit its recommendations to the Board of Directors for discussion:
Periodically review the Remuneration Committee Charter and propose amendments when necessary.
Establish and periodically review the Company's performance evaluation criteria, annual and long-term performance goals, and compensation policies, systems, standards, and structure for Directors and managers.
Regularly evaluate the achievement of performance objectives by Directors and managers, and determine the content and amount of their individual remuneration based on the results of such performance evaluations.
Principles Governing the Exercise of Duties
In carrying out its responsibilities, the Committee shall adhere to the following principles:
Ensure that the Company's compensation arrangements comply with applicable laws and regulations and are sufficient to attract and retain qualified talent.
Determine the performance evaluation and remuneration of Directors and managers with reference to prevailing industry practices, while taking into consideration individual performance evaluation results, time commitment, responsibilities assumed, achievement of individual objectives, performance in other positions, compensation for comparable positions within the Company in recent years, the achievement of the Company's short- and long-term business objectives, the Company's financial condition, and the reasonable relationship between individual performance, corporate performance, and future risks.
Avoid encouraging Directors and managers to undertake actions that exceed the Company's risk appetite solely for the purpose of increasing remuneration.
Determine the proportion of short-term performance-based remuneration and the timing of payment of variable compensation for Directors and senior managers in consideration of industry characteristics and the nature of the Company's business.
Committee members shall not participate in the discussion or voting on matters relating to their own remuneration.
Remuneration Committee Members
The Company's Second Remuneration Committee consists of four members. The current Committee's term of office runs from June 24, 2024, to June 23, 2027.
Title | Name | Professional qualifications and experience | Independence analysis | Number of other public companies at which the person concurrently serves as remuneration committee member |
Independent Director(convener) | Yu-Hsiang Wang | The Company's Remuneration Committee is composed of all four Independent Directors. The professional qualifications, experience, and independence of the Committee members are the same as those described above under the Audit Committee section. | The qualifications and independence of all four Independent Directors comply with the requirements set forth in Articles 5 and 6 of the Regulations Governing the Establishment and Exercise of Powers of Remuneration Committees of Companies Whose Stock is Listed on the TWSE or TPEx, as promulgated by the Financial Supervisory Commission. | 3 |
Independent Director | Shao-Hua Wang | 0 | ||
Independent Director | Chieh-Hsiao Chen | 0 | ||
Independent Director | Tien-Tai Chou | 0 |
Attendance of the Remuneration Committee
Second Remuneration Committee Term: June 24, 2024 to June 23, 2027. As of the date of this Annual Report, the Committee has convened a total of four meetings (A). The attendance record of each Committee member is presented below:
| Title | Name | No. of meetingsattended in person (B) | No. of meetingsattended by proxy | In-person attendance rate (%) (B / A) | Remarks |
|---|---|---|---|---|---|
Independent Director | Yu-Hsiang Wang | 4 | 0 | 100% | - |
Independent Director | Chieh-Hsiao Chen | 3 | 1 | 75% | - |
Independent Director | Shao-Hua Wang | 4 | 0 | 100% | - |
Independent Director | Tien-Tai Chou | 4 | 0 | 100% | - |
Remuneration Committee Meetings in 2025 and 2026:
Compensation and Remuneration Committee | Content of Proposals | Reason for Avoiding Conflict of Interest | Resolution and Recommendations |
|---|---|---|---|
2025.2.24the 2nd meeting of the 2nd term |
| No such situation | Passed without objection |
| Recusal based on personal conflicts of interest | Passed without objection | |
2025.11.10the 3rd meeting of the 2nd term |
| No such situation | Passed without objection |
| No such situation | Passed without objection | |
2026.3.3the 4th meeting of the 2nd term |
| No such situation | Passed without objection |
| No such situation | Passed without objection |