To strengthen internal audit mechanisms for the betterment of corporate governance and fulfils the Company’s operational benefits, based on the Securities and Exchange Act, the Company set up an Audit Committee on July 25, 2017. The Audit Committee is composed of the entire number of independent directors. The responsibilities of the Audit Committee are as below:

  1. Adoption or amendment of an internal control system pursuant to Article 14-1.
  2. Assessment of the effectiveness of the internal control system.
  3. Adoption or amendment, pursuant to Article 36-1, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, or endorsements or guarantees for others.
  4. A matter bearing on the personal interest of a director.
  5. A material asset or derivatives transaction.
  6. A material monetary loan, endorsement, or provision of guarantee.
  7. The offering, issuance, or private placement of any equity-type securities.
  8. The hiring or dismissal of an attesting CPA, or the compensation given thereto.
  9. The appointment or discharge of a financial, accounting, or internal auditing officer.
  10. Annual financial reports and second quarter financial reports that must be audited and attested by a CPA, which are signed or sealed by the chairperson, managerial officer, and accounting officer.
  11. All material matters of the Company and all material matters under the Competent Authority regulations.

Membership composition

Member Title Name Education / Experience
Convener
Independent Director
Chen, Shuei-Jin

Professional CPA and Managing Partner, Yuen Sheng CPA Firm
Independent Director, Cheng Shin Rubber Ind. Co., Ltd.
Independent Director, Merida Industry Co., Ltd
Independent Director and Remuneration Committee member, Merida Industry Co., Ltd
Supervisor, LINCO Technology Co., Ltd
Supervisor, Buffalo Machinery Company Limited

Committee Members
Independent Director
Shi, Kun-He

Director of China Cereal Industry Technology Research Institute
Chairman of Taiwan Society of Food Science and Technology

Committee Members
Independent Director
Huang, Chen-Yen

Department of Business Management, Feng Chia University
Senior Engineer MIRDC, Metal Industries Research & Development Centre

Attendance

The term of office of the Audit Committee, from June 20, 2023 to June 19, 2026, has met three times so far, and the members are present as follows:

Name Attendance
Chen, Shuei-Jin
3
Shi, Kun-He
3
Huang, Chen-Yen
3

Implementation Status

Meeting Date Proposal Contents and Follow-up Actions Matters listed in Article 14-5 of the Securities and Exchange Act Other matters which were not approved by the Audit Committee but were approved by two-thirds or more of all directors
2023.03.22

1. The Company's 2022 consolidated financial statements, business reports, and various financial statements

V
None

2. The Company's 2022 earnings distribution

V
None

3. The effectiveness assessment of the design and implementation of the Company's internal control system in 2022 and the issuance of the "Declaration of Internal Control System".

V
None

4. Amendment to the Articles of Association of the Company

V
None
Audit Committee resolution: All the members of the Audit Committee voted in favor of the proposal.
The company's response to the opinion of the Audit Committee: All Directors present voted in favor of the proposal.
2023.05.09

The Company's consolidated financial statements for the first quarter of 2023

V
None
Audit Committee resolution: All the members of the Audit Committee voted in favor of the proposal.
The company's response to the opinion of the Audit Committee: All Directors present voted in favor of the proposal.
2023.08.23

1. Appointment of the Company's Chief Financial Officer and Chief Accountant

V
None

2. The Company's consolidated financial statements for the second quarter of 2023

V
None

3. The company intends to lend funds to subsidiaries

V
None
Audit Committee resolution: All the members of the Audit Committee voted in favor of the proposal.
The company's response to the opinion of the Audit Committee: All Directors present voted in favor of the proposal.
2023.11.11

The Company's consolidated financial statements for the third quarter of 2023

V
None
Audit Committee resolution: All the members of the Audit Committee voted in favor of the proposal.
The company's response to the opinion of the Audit Committee: All Directors present voted in favor of the proposal.
2023.12.22

1. The Company's and its subsidiaries' 2024 business plan and consolidated financial budget

V
None

2. The Company's 2024 annual audit plan

V
None

3. The assessment and appointment of the company's accountants

V
None

4. The company intends to lend funds to a subsidiary

V
None
Audit Committee resolution: All the members of the Audit Committee voted in favor of the proposal.
The company's response to the opinion of the Audit Committee: All Directors present voted in favor of the proposal.

To strengthen internal audit mechanisms for the betterment of corporate governance and fulfils the Company’s operational benefits, based on the Securities and Exchange Act, the Company set up an Remuneration Committee on July 25, 2017. The Remuneration Committee is composed of the entire number of independent directors.

The responsibilities of the Risk and Investment Decision-Making Committee are as below:

  1. Regularly review the regulations and propose revision suggestions.
  2. Formulate and regularly review the directors, supervisors, and managers’ annual and long-term performance evaluation standards, as well as the remuneration policy, system, standards, and structure.
  3. Regularly evaluate the target achievement status of the Company’s directors, supervisors, and managers, as well as stipulates the details and amount of their remuneration packages.

Membership composition

Member Title Name Education / Experience
Convener
Independent Director
Chen, Shuei-Jin

Professional CPA and Managing Partner, Yuen Sheng CPA Firm
Independent Director, Cheng Shin Rubber Ind. Co., Ltd.
Independent Director, Merida Industry Co., Ltd
Independent Director and Remuneration Committee member, Merida Industry Co., Ltd
Supervisor, LINCO Technology Co., Ltd
Supervisor, Buffalo Machinery Company Limited

Committee Members
Independent Director
Shi, Kun-He

Director of China Cereal Industry Technology Research Institute
Chairman of Taiwan Society of Food Science and Technology

Committee Members
Independent Director
Huang, Chen-Yen

Department of Business Management, Feng Chia University
Senior Engineer MIRDC, Metal Industries Research & Development Centre

Attendance

The term of office of the Remuneration Committee, from June 20, 2023 to June 19, 2026, has met 4 times so far, and the members have attended the following meetings:

Name Attendance
Chen, Shuei-Jin
4
Shi, Kun-He
4
Huang, Chen-Yen
4

Implementation Status

Meeting Date Proposal Contents and Follow-up Actions Resolution The Company's response to the Remuneration Committee’s opinion
2023.03.22

The Company's 2022 directors' remuneration and employee remuneration were paid

and the remuneration of the managers of the Company and its subsidiaries

All members of the Committee present voted in favor of the proposal
Proposed to the Board of Directors and all directors present voted in favor of the proposal.
2023.06.30

1. The Company and its subsidiaries are in charge of the change of action

2. Appointment of the Chief Executive Officer of the Company

3. Appointment of the Company's Chief Financial Officer and Chief Accounting Officer

All members of the Committee present voted in favor of the proposal
Proposed to the Board of Directors and all directors present voted in favor of the proposal.
2023.08.23

The Company's 2023 annual salary adjustment for managers

All members of the Committee present voted in favor of the proposal
Proposed to the Board of Directors and all directors present voted in favor of the proposal.
2023.11.11

The company is in charge of the change case

All members of the Committee present voted in favor of the proposal
Proposed to the Board of Directors and all directors present voted in favor of the proposal.
2023.12.22

1. The company is in charge of the change case

2. Change of supervisor of subsidiary

3. The year-end bonus and remuneration of the managers of the Company and its subsidiaries

All members of the Committee present voted in favor of the proposal
Proposed to the Board of Directors and all directors present voted in favor of the proposal.

The Company aims to build a comprehensive risk analysis and strengthen risk management mechanisms, hence the Board of Directors passed a resolution on July 25, 2017 to set up a Risk and Investment Decision-Making Committee consisting of three members. The Risk and Investment Decision-Making Committee is composed of the entire number of independent directors

The responsibilities of the Risk and Investment Decision-Making Committee are as below:

  1. Regularly review the regulations and propose revision suggestions.
  2. Formulate and regularly review the directors, supervisors, and managers’ annual and long-term performance evaluation standards, as well as the remuneration policy, system, standards, and structure.
  3. Regularly evaluate the target achievement status of the Company’s directors, supervisors, and managers, as well as stipulates the details and amount of their remuneration packages.

Membership composition

Member Title Name Education / Experience
Convener
Independent Director
Chen, Shuei-Jin

Professional CPA and Managing Partner, Yuen Sheng CPA Firm
Independent Director, Cheng Shin Rubber Ind. Co., Ltd.
Independent Director, Merida Industry Co., Ltd
Independent Director and Remuneration Committee member, Merida Industry Co., Ltd
Supervisor, LINCO Technology Co., Ltd
Supervisor, Buffalo Machinery Company Limited

Committee Members
Independent Director
Shi, Kun-He

Director of China Cereal Industry Technology Research Institute
Chairman of Taiwan Society of Food Science and Technology

Committee Members
Independent Director
Huang, Chen-Yen

Department of Business Management, Feng Chia University
Senior Engineer MIRDC, Metal Industries Research & Development Centre

Attendance

The term of office of the current Investment Risk Decision Committee: June 20, 2023 to June 19, 2026, has met once so far, and the members are present as follows:

Name Attendance
Chen, Shuei-Jin
1
Shi, Kun-He
1
Huang, Chen-Yen
1

Implementation Status

Meeting Date Proposal Contents and Follow-up Actions Resolution
2023.12.22

The Company invested in a subsidiary to expand

All members of the Committee present voted in favor of the proposal

To strengthen the Company’s Board and management mechanisms, therefore, in June 2022, the Board passed a resolution to set up a nomination committee consists of three independent directors.

The responsibilities of the Risk and Investment Decision-Making Committee are as below:

  1. Define the standards governing the diversity and independence of board members and senior executives including professional knowledge, technology, experience, and gender. Follow the same standards for the search, review, and nomination of candidates for the board of directors and senior executives.
  2. Construct and develop the organizational structure of the board of directors and committees, evaluate the performance of the board of directors, committees, directors, and senior executives, and evaluate the independence of independent directors.
  3. Define and periodically review the continuing education and succession plans for directors and senior executives.
  4. Define the Company’s corporate governance best practice principles.

Membership composition

Member Title Name Education / Experience
Convener
Independent Director
Chen, Shuei-Jin

Professional CPA and Managing Partner, Yuen Sheng CPA Firm
Independent Director, Cheng Shin Rubber Ind. Co., Ltd.
Independent Director, Merida Industry Co., Ltd
Independent Director and Remuneration Committee member, Merida Industry Co., Ltd
Supervisor, LINCO Technology Co., Ltd
Supervisor, Buffalo Machinery Company Limited

Committee Members
Independent Director
Shi, Kun-He

Director of China Cereal Industry Technology Research Institute
Chairman of Taiwan Society of Food Science and Technology

Committee Members
Independent Director
Huang, Chen-Yen

Department of Business Management, Feng Chia University
Senior Engineer MIRDC, Metal Industries Research & Development Centre

Attendance

The term of office of the Nomination Committee, from June 20, 2023 to June 19, 2026, has met once so far, and the members are present as follows:

Name Attendance
Chen, Shuei-Jin
1
Shi, Kun-He
1
Huang, Chen-Yen
1

Implementation Status

Meeting Date Proposal Contents and Follow-up Actions Resolution
2023.12.22
All members of the Committee present voted in favor of the proposal
All members of the Committee present voted in favor of the proposal

Summary of previous communications between the independent directors and the internal audit compliance supervisors

The independent directors of the Company have a good communication situation on the implementation and effectiveness of the audit business, and the main communication matters in 2023 are summarized as follows:

Date Attendees Communication Focus Result
2023/3/22
independent director Chen, Shuei-Jin
independent director Huang, Chen-Yen
internal audit manager Lai, Shih-Tung
Internal Audit compliance implementation report of 2023
Approved for recordation
2023/5/09
independent director Chen, Shuei-Jin
independent director Wu , Chao-Fu
independent director Huang, Chen-Yen
internal audit manager Lai, Shih-Tung
Internal Audit compliance implementation report of 2023
Approved for recordation
2023/8/23
independent director Chen, Shuei-Jin
Independent Director Shi, Kun-He
independent director Huang, Chen-Yen
internal audit manager Lai, Shih-Tung
Internal Audit compliance implementation report of 2023
Approved for recordation
2023/11/11
independent director Chen, Shuei-Jin
Independent Director Shi, Kun-He
independent director Huang, Chen-Yen
internal audit manager Lai, Shih-Tung
Internal Audit compliance implementation report of 2023
Approved for recordation
2023/12/22
independent director Chen, Shuei-Jin
Independent Director Shi, Kun-He
independent director Huang, Chen-Yen
internal audit manager Lai, Shih-Tung
The Company's 2024 audit plan has been finalized
Approved as proposed
Date
2021.03.16
Attendees
independent director Chen, Shuei-Jin
independent director Wu , Chao-Fu
independent director Huang, Chen-Yen
internal audit manager Lai, Shih-Tung
Communication Focus
Internal Audit compliance implementation report of 2020
Result
Approved for recordation
Date
2021.05.11
Attendees
independent director Chen, Shuei-Jin
independent director Wu , Chao-Fu
independent director Huang, Chen-Yen
internal audit manager Lai, Shih-Tung
Communication Focus
Internal Audit compliance implementation report of 2020
Result
Approved for recordation
Date
2021.08.18
Attendees
independent director Chen, Shuei-Jin
independent director Wu , Chao-Fu
independent director Huang, Chen-Yen
internal audit manager Lai, Shih-Tung
Communication Focus
Internal Audit compliance implementation report of 2020
Result
Approved for recordation
Date
2021.11.09
Attendees
independent director Chen, Shuei-Jin
independent director Wu , Chao-Fu
independent director Huang, Chen-Yen
internal audit manager Lai, Shih-Tung
Communication Focus
Internal Audit compliance implementation report of 2020
Result
Approved for recordation
Date
2021.12.23
Attendees
independent director Chen, Shuei-Jin
independent director Wu , Chao-Fu
independent director Huang, Chen-Yen
internal audit manager Lai, Shih-Tung
Communication Focus
2022 Audit Plan
Result
Approved as proposed

Summary of previous communications between the independent directors and the retained auditing CPAs

The communication between the independent directors of the Company and the visa accountants is good, and the main communication matters in 2023 are summarized as follows:

Date Communication Focus Result
2023/3/22

1. Appoint an accounting firm to communicate with the governance unit and report
2. The Company's 2022 annual business report and consolidated financial statements

Approved for recordation
Approved as proposed
2023/5/09

The Company's consolidated financial report for the first quarter of 2023

Approved as proposed
2023/8/23

1. Appoint an accounting firm to communicate with the governance unit and report
2. The Company's consolidated financial report for the second quarter of 2023

Approved for recordation
Approved as proposed
2023/11/11

The Company's consolidated financial report for the third quarter of 2023

Approved as proposed
2023/12/22

Appointed accounting firm to communicate reports with governance unit

Approved for recordation

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