Composed of all Independent Directors, the Audit Committee performs statutory duties including reviewing financial reports, internal control evaluations, and risk management oversight according to law.
Organization and Responsibilities of the Audit Committee
The Audit Committee operates in accordance with the Audit Committee Charter. Its key duties include reviewing financial reports, annual audit plans, and evaluating the effectiveness of internal control systems and risk management. The Committee meets at least once per quarter and may convene additional meetings as necessary.
- 1Adoption or amendment of internal control systems pursuant to Article 14-1 of the Securities and Exchange Act
- 2Evaluation of the effectiveness of internal control systems
- 3Adoption or amendment of procedures for material financial or business activities, including acquisition or disposal of assets, derivative trading, fund lending, and endorsements or guarantees pursuant to Article 36-1 of the Securities and Exchange Act
- 4Matters involving personal interests of directors
- 5Material asset or derivative transactions
- 6Material loans of funds, endorsements, or guarantees
- 7Offering, issuance, or private placement of equity-type securities
- 8Appointment, discharge, or remuneration of certified public accountants (CPAs)
- 9Appointment or discharge of financial, accounting, or internal audit executives
- 10Annual financial statements signed or sealed by the Chairman, Manager, and Accounting Executive, as well as second-quarter financial statements audited and certified by CPAs
- 11Other material matters mandated by the company or regulatory authorities
Profiles of Audit Committee Members
| Name | Education | Experience |
|---|---|---|
| Shih-Ying Huang | Ph.D. in Financial Management, School of Management, Jinan University (Guangzhou) | Auditor, Asia-Pacific CPAs Joint Firm / Senior Auditor, PwC Taiwan / Partner, Chi Hsin Joint CPAs / Partner, EY Taiwan / Adjunct Lecturer, Department of Accounting, Shih Chien University |
| Shih-Chen Tsai | Master of Biotech EMBA, Taipei Medical University / Ph.D. Candidate in Biomedical Materials and Tissue Engineering, Taipei Medical University | Attending Physician & Partner, Kang Ting ENT Clinic / Director, Chen Aesthetics Clinic / CEO, Shin Pin Clinic |
| Ying-Lung Chien | LL.M., National Chengchi University / Executive Master's Program, Department of Land Economics, National Chengchi University | Trainee Attorney, Yuan Ho Law Firm / Attorney-at-Law, Yuan Ho Law Firm / Attorney-at-Law, Chieh Bin International Law Firm |
Attendance RecordsTerm: Nov 22, 2024 – Nov 21, 2027 (14 meetings held to date)
| Title | Name | In Person | By Proxy | Rate |
|---|---|---|---|---|
| Convener | Shih-Ying Huang | 15 | 0 | 100% |
| Member | Shih-Chen Tsai | 15 | 0 | 100% |
| Member | Ying-Lung Chien | 15 | 0 | 100% |
Communication with Auditors & CPAs
The internal audit unit regularly provides internal audit reports to Independent Directors. Certified Public Accountants (CPAs) present annual audit plans, execution details, and findings after each review, detailing independence and regulatory changes. Independent Directors may communicate directly with relevant department heads or CPAs at any time to provide guidance and improvement directives.
Summary of Communication Records
| Date | Meeting / Nature | Key Communication Points | Outcome / Status |
|---|---|---|---|
| 2026/08/12 | Audit Committee | Q2 2026 Consolidated Financial Statements | Approved without objection by all Independent Directors |
| 2026/06/25 | Audit Committee | Setting the record date for capital increase via earnings distribution for fiscal year 2025 | Approved without objection by all Independent Directors |
| 2026/05/20 | Audit Committee | Application for Initial Public Offering (IPO) and listing | Approved without objection by all Independent Directors |
| 2026/04/16 | Audit Committee | Proposed acquisition of a minority stake in Lihman Biotechnology Co., Ltd. | Approved without objection by all Independent Directors |
| 2026/03/11 | Audit Committee | Issuance of new shares via earnings capitalization | Approved without objection by all Independent Directors |
| 2025/12/22 | Audit Committee | Annual operating budget for fiscal year 2026 | Approved without objection by all Independent Directors |
| 2025/09/16 | Audit Committee | Amendment to selected terms of the 1st Employee Stock Option Plan of 2025 | Approved without objection by all Independent Directors |
| 2025/08/11 | Audit Committee (with CPAs) | Q2 2025 financial report review process and results presentation | Approved without objection by all Independent Directors |
| 2025/08/11 | Audit Committee | H1 2025 Statement of Internal Control System; adoption of the "Employee Code of Conduct" | Approved without objection by all Independent Directors |
| 2025/06/20 | Audit Committee | Adoption of "Operating Procedures for Computer Scrap and Disposal" | Approved without objection by all Independent Directors |
| 2025/03/26 | Audit Committee | Amendment to "Procedures for the Acquisition and Disposal of Assets"; 2024 Statement of Internal Control System | Approved without objection by all Independent Directors |
| 2025/02/07 | Audit Committee | Amendment to operational procedures including "Procedures for the Acquisition and Disposal of Assets" | Textual revisions suggested by Independent Directors were unanimously approved and passed |
| 2025/01/17 | Pre-meeting Panel (with CPAs) | Key Audit Matters (KAMs) for FY2024 and regulatory updates | Approved without objection by all Independent Directors |
| 2024/12/23 | Audit Committee | Annual Internal Audit Plan for fiscal year 2025 | Approved without objection by all Independent Directors |