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:
- Adoption or amendment of an internal control system pursuant to Article 14-1.
- Assessment of the effectiveness of the internal control system.
- 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.
- A matter bearing on the personal interest of a director.
- A material asset or derivatives transaction.
- A material monetary loan, endorsement, or provision of guarantee.
- The offering, issuance, or private placement of any equity-type securities.
- The hiring or dismissal of an attesting CPA, or the compensation given thereto.
- The appointment or discharge of a financial, accounting, or internal auditing officer.
- 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.
- 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 |
Certified public accountant and director of Yuansheng Certified Public Accountants |
|
Committee Members |
Independent Director |
Shi, Kun-He |
Director of China Cereal Industry Technology Research Institute |
|
Committee Members |
Independent Director |
Huang, Chen-Yen |
Department of Business Administration, Feng Chia University |
Attendance
The term of office of the current Audit Committee: from June 20, 2023 to June 19, 2026, has met 12 times so far, and the attendance of the members is as follows:
| Name | Attendance |
|---|---|
|
Chen, Shuei-Jin |
12 |
|
Shi, Kun-He |
12 |
|
Huang, Chen-Yen |
12 |
Implementation Status
The Audit Committee held three meetings as of August 2025, and the main issues to be considered include:
One. Establish or amend the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
Two. Assessment of the effectiveness of the internal control system.
Three. Matters involving the directors’ own interests.
Four. Material loans, endorsements, or guarantees.
Five. appointment, dismissal, or remuneration of the attesting CPA.
Six. Annual financial report and semi-annual financial report.
| Meeting Date | Contents of the motion |
|---|---|
|
2025.03.12 |
2024 Annual Remuneration Committee Performance Self-Evaluation Report |
|
1. The Company’s 2024 Director’s Remuneration and Employee Remuneration Payment and the Company’s and Subsidiary’s Managerial Remuneration Proposal 2. Change of supervisor of Sun Company2.孫公司主管異動案 |
|
|
2025.05.09 |
The Company’s 2025 manager bonus payment |
|
2025.08.20 |
1. Amendments to the Company’s “Human Resources Management Regulations” and “Regulations for the Management of Expatriate Personnel” 2. The Company’s 2025 manager bonus payment |
|
Content of objections, reservations, or material recommendations from independent directors: None. |
|
|
Results of the committee’s resolution and the company’s handling of the committee’s opinions: The members of the Company’s committee unanimously approved all proposals, and the board of directors approved and approved all proposals according to the committee’s recommendations. |
|
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:
- Regularly review the regulations and propose revision suggestions.
- 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.
- 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 |
Certified public accountant and director of Yuansheng Certified Public Accountants |
|
Committee Members |
Independent Director |
Shi, Kun-He |
Director of China Cereal Industry Technology Research Institute |
|
Committee Members |
Independent Director |
Huang, Chen-Yen |
Department of Business Administration, Feng Chia University |
Attendance
The term of office of the current Remuneration Committee, from June 20, 2023 to June 19, 2026, has met 9 times so far, and the members have attended the following meetings:
| Name | Attendance |
|---|---|
|
Chen, Shuei-Jin |
9 |
|
Shi, Kun-He |
9 |
|
Huang, Chen-Yen |
9 |
Implementation Status
| Meeting Date | Proposal Contents and Follow-up Actions | Resolution | The Company's response to the Remuneration Committee’s opinion | |
|---|---|---|---|---|
|
2024.03.12 |
2023 Remuneration Committee Performance Self-Evaluation Report |
This case is reported |
Proposed to the Board of Directors and all directors present voted in favor of the proposal. |
|
|
The Company’s 2023 directors’ remuneration and employee remuneration 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. |
||
|
2024.06.20 |
Report on the important remuneration and bonus system |
This case is reported |
Proposed to the Board of Directors and all directors present voted in favor of the proposal. |
|
|
1. The company is in charge of the change case 2. The promotion of the company’s supervisor 3. Change of supervisor of subsidiary |
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.
|
||
|
2024.08.21 |
The Company’s 2024 annual salary adjustment and bonus payment case 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. |
|
|
2024.11.12 |
1. Subsidiary supervisor change case 2. Change of supervisor of subsidiary 3. Bonus remuneration of subsidiary 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. |
|
|
2024.12.25 |
The year-end bonus 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:
- Regularly review the regulations and propose revision suggestions.
- 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.
- 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 |
Certified public accountant and director of Yuansheng Certified Public Accountants |
|
Committee Members |
Independent Director |
Shi, Kun-He |
Director of China Cereal Industry Technology Research Institute |
|
Committee Members |
Independent Director |
Huang, Chen-Yen |
Department of Business Administration, Feng Chia University |
Attendance
The term of office of the current Investment Risk Decision-Making Committee is from June 20, 2023 to June 19, 2026, and has met 6 times so far, and the attendance of the members is as follows:
| Name | Attendance |
|---|---|
|
Chen, Shuei-Jin |
6 |
|
Shi, Kun-He |
6 |
|
Huang, Chen-Yen |
6 |
Implementation Status
| Meeting Date | Contents of the motion |
|---|---|
|
2025.03.12 |
1. 2024 Investment Risk Decision-Making Committee Performance Self-Evaluation Report 2. The company’s Indonesia localization production progress report |
|
Content of objections, reservations, or material recommendations from independent directors: None. |
|
|
Results of the committee’s resolution and the company’s handling of the committee’s opinions: The members of the Company’s committee unanimously approved all proposals, and the board of directors approved and approved all proposals according to the committee’s recommendations. |
|
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:
- 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.
- 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.
- Define and periodically review the continuing education and succession plans for directors and senior executives.
- Define the Company’s corporate governance best practice principles.
Membership composition
| Member | Title | Name | Education / Experience |
|---|---|---|---|
|
Convener |
Independent Director |
Chen, Shuei-Jin |
Certified public accountant and director of Yuansheng Certified Public Accountants |
|
Committee Members |
Independent Director |
Shi, Kun-He |
Director of China Cereal Industry Technology Research Institute |
|
Committee Members |
Independent Director |
Huang, Chen-Yen |
Department of Business Administration, Feng Chia University |
Attendance
| Name | Attendance |
|---|---|
|
Chen, Shuei-Jin |
4 |
|
Shi, Kun-He |
4 |
|
Huang, Chen-Yen |
4 |
Implementation Status
| Meeting Date | Proposal Contents and Follow-up Actions |
|---|---|
|
2025.03.12 |
2024 Nomination Committee Performance Self-Evaluation Report |
|
Content of objections, reservations, or material recommendations from independent directors: None. |
|
|
Results of the committee’s resolution and the company’s handling of the committee’s opinions: The members of the Company’s committee unanimously approved all proposals, and the board of directors approved and approved all proposals according to the committee’s recommendations. |
|
The term of office of the current Nomination Committee: June 20, 2023 to June 19, 2026, has met 4 times so far, and the attendance of the members is as follows:
Summary of previous communications between the independent directors and the internal audit compliance supervisors
The independent directors of the Company communicate with the head of internal audit at least 4 times a year.
The communication situation in 2025 is good, and the main matters are summarized in the table below:
| Date | Attendees | Communication Focus | Result |
|---|---|---|---|
|
2025.03.12 |
Independent Director: Chen Shuijin Independent Director Shi Kunhe Independent Director: Huang Chenyan Audit supervisor Lai Shitong |
2025 Annual Audit Work Report |
Approved for recordation |
|
2025.05.09 |
Independent Director: Chen Shuijin Independent Director Shi Kunhe Independent Director: Huang Chenyan Audit supervisor Lai Shitong |
2025 Annual Audit Work Report |
Approved for recordation |
|
2025.08.20 |
Independent Director: Chen Shuijin Independent Director Shi Kunhe Independent Director: Huang Chenyan Audit supervisor Lai Shitong |
2025 Annual Audit Work Report |
Approved for recordation |
| Date |
|---|
|
2021.03.16 |
|
Attendees |
|
Independent Director: Chen Shuijin Independent Director: Wu Chaofu Independent Director: Huang Chenyan Audit supervisor Lai Shitong |
|
Communication Focus |
|
Internal Audit compliance implementation report of 2020 |
|
Result |
|
Approved for recordation |
| Date |
|---|
|
2021.05.11 |
|
Attendees |
|
Independent Director: Chen Shuijin Independent Director: Wu Chaofu Independent Director: Huang Chenyan Audit supervisor Lai Shitong |
|
Communication Focus |
|
Internal Audit compliance implementation report of 2020 |
|
Result |
|
Approved for recordation |
| Date |
|---|
|
2021.08.18 |
|
Attendees |
|
Independent Director: Chen Shuijin Independent Director: Wu Chaofu Independent Director: Huang Chenyan Audit supervisor Lai Shitong |
|
Communication Focus |
|
Internal Audit compliance implementation report of 2020 |
|
Result |
|
Approved for recordation |
| Date |
|---|
|
2021.11.09 |
|
Attendees |
|
Independent Director: Chen Shuijin Independent Director: Wu Chaofu Independent Director: Huang Chenyan Audit supervisor Lai Shitong |
|
Communication Focus |
|
Internal Audit compliance implementation report of 2020 |
|
Result |
|
Approved for recordation |
| Date |
|---|
|
2021.12.23 |
|
Attendees |
|
Independent Director: Chen Shuijin Independent Director: Wu Chaofu Independent Director: Huang Chenyan Audit supervisor Lai Shitong |
|
Communication Focus |
|
2022 Audit Plan |
|
Result |
|
Approved as proposed |
Summary of previous communications between the independent directors and the retained auditing CPAs
The independent directors of the Company communicate with the certified public accountants at least 4 times a year.
The communication situation in 2025 is good, and the main matters are summarized in the table below:
| Date | Communication Focus | Result |
|---|---|---|
|
2025.03.12 |
2024 annual business report and consolidated financial report |
Adopted as it was written Granted for reference |
|
2025.05.09 |
Consolidated financial report for the first quarter of 2025 |
Approved as proposed |
|
2025.08.20 |
Consolidated financial report for the second quarter of 2025
The consolidated financial report |
Adopted as it was written Granted for reference |