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The Audit Committee
I. Annual focus of the Audit Committee
i. The internal control system shall be formulated or amended in accordance with the provisions of Article 14-1 of the Securities and Exchange Law.
ii. Establish or amend internal control systems and evaluate their effectiveness.
iii. In accordance with the provisions of Article 36-1 of the Securities and Exchange Law, the procedures for obtaining or disposing of assets, engaging in derivatives trading, lending funds to others, endorsing or providing guarantees for others are formulated or amended.
iv. Matters involving directors’ own interests
v. Major assets or derivatives transactions
vi. Significant capital loans, endorsements or guarantees
vii. The offering, issuance or private placement of securities of an equity nature
viii. Appointment, dismissal or remuneration of certified public accountants.
ix. Appointment and removal of finance, accounting or internal audit managersMatters involving the directors’ own interests.Appointment and dismissal of the head of finance, accounting or internal audit.
X. Annual financial report and semi-annual financial report.
Xi. Other major matters stipulated by the company or the competent authority.
II. Operations of the Audit Committee in 2024
i. The Company established an Audit Committee on June 21, 2022, to replace the duties of the supervisors. The committee is composed entirely of independent directors. There are three members in total, one of whom serves as the convener, and at least one member must have expertise in accounting or finance.
ii. The term of the Audit Committee is from March 27, 2024, to March 26, 2027.
iii. The audit committee meetings in 2024 were held 8 times, the attendance of independent directors is as follows:
position title | Name | Professional qualifications and experience | Actual attendance (B) | Number of delegated attendances | Actual attendance rate (%) (B/A) |
---|---|---|---|---|---|
Convener/ Independent Director | Wang, Bing-Quan | Independent Director, Amigo Technology lnc. Independent Director, OFCO Industrial Corporation Independent Director, United Fiber Optic Communication Inc. D-Link Corporation, General Counsel Legal Manager, Taiwan Steel & Mining Corp. Legal Specialist, Presicarre Corp. Clerk of Legal Affairs Division, The Chinese Bank | 8 | 0 | 100% |
Independent Director | Hung, Yu-Ting | Independent Director, Triocean Industrial Corp. Co., Ltd. Supervisor, Taiwan Wax Company, Ltd. | 8 | 0 | 100% |
Independent Director | Huan, Gxin-Ying | Teacher, Kindergarten of Ms. Lam Montessori School Accountant, Cheng Loong Corporation Director, Hochyi Design Company Corporate Financial Advisor, Five King Cereals Industrial Co., Ltd. | 8 | 0 | 100% |
iv. The 2022 Audit Committee of the Company has made the following resolutions related to the matters listed in Article 14-5 of the Securities and Exchange Act. The Audit Committee has fully communicated with the relevant personnel present on the relevant resolutions. All resolutions have been passed by resolution of all members present, and no There are no objections or reservations to resolutions that have not been approved by the Audit Committee and have been approved by more than two-thirds of all directors.
meeting date | Motion content | Objections, reservations or major suggestions from independent directors | The results of the audit committee’s resolutions and the company’s handling of the audit committee’s opinions |
---|---|---|---|
2024.01.08 The 2nd term, 7th meeting | 1. Appointment of the General Manager of the Company 2. Appointment of company spokesperson and acting spokesperson 3. Appointment of a company's audit supervisor 4. Amendments to the Articles of Association of the Company | None | All members present Passed without objection |
2024.01.16 The 2nd term, 8th meeting | 1. The adjustment of the quota for the use of funds of the Company's private placement of ordinary shares 2. Proposed appointment of a special committee member for mergers and acquisitions and the appointment of a convener | None | All members present Passed without objection |
2024.02.15 The 2nd term, 9th meeting | 1. To review the Company's 112th annual business report and financial report 2. Assessment of the effectiveness of the Company's internal control system in 112 years 3. The company's 112 annual loss provisions 4. Repeal and re-establish the Company's "Procedures for Acquisition or Disposal of Assets" | None | All members present Passed without objection |
2024.03.26 The 2nd term, 10th meeting | 1. The Company intends to acquire the equity of Jiacheng Co., Ltd. in cash 2. Recognition of the head of corporate governance | None | All members present Passed without objection |
2024.03.27 The 3rd term, 1st meeting | 1. Proposed appointment of a special committee member for mergers and acquisitions and the appointment of a convener | None | All members present Passed without objection |
2024.05.09 The 3rd term, 2nd meeting | 1. The consolidated financial report of the Company for the first quarter of 2024 2. Assignment of positions and representatives of subsidiaries | None | All members present Passed without objection |
2024.06.19 The 3rd term, 3th meeting | 1. Extension of financing maturity with shareholder Yisheng Iron & Steel Co., Ltd 2. Financing of Hamburger King Co., Ltd., a subsidiary of Taiwan Iron and Steel Co., Ltd., from Yisheng Iron and Steel Co., Ltd., a shareholder of the Company | None | All members present Passed without objection |
2024.08.06 The 3rd term, 4th meeting | 1. The company changed the visa accounting firm and the visa accountant case 2. The consolidated financial report of the Company for the second quarter of 2024 3. Formulating the Company's "Code of Practice for Sustainable Development" | None | All members present Passed without objection |
2024.08.28 The 3rd term, 5th meeting | 1. Proposed investment subsidiary, Taisteel Burger King Co., Ltd., cash capital increase | None | All members present Passed without objection |
2024.09.20 The 3rd term, 6th meeting |
| None | All members present Passed without objection |
2024.10.15 The 3rd term, 7th meeting |
| None | All members present Passed without objection |
2024.11.06 The 3rd term, 8th meeting |
| None | All members present Passed without objection |
III. Operations of the Audit Committee in 2023
i. The company established an audit committee on 2022.6.21 to replace the supervisory authority.
ii. The first Audit Committee: 3 people. (Term: June 29, 2023 to June 28, 2026)
iii. The audit committee meetings in 2024 were held 9 times, the attendance of independent directors is as follows:
position title | Name | Professional qualifications and experience | Actual attendance (B) | Number of delegated attendances | Actual attendance rate (%) (B/A) |
---|---|---|---|---|---|
Convener/ Independent Director | Cheng, Chih-yua | Attorney-at-Law, Kung Tao Law Firm Attorney-at-Law, Hsieh Wen-Tien Law Firm Attorney-at-Law, Lin & Partners Lecturer of Geomatics, NCKU | 8 | 1 | 89% |
Independent Director | Hung, Yu-Ting | Independent Director, Triocean Industrial Corp. Co., Ltd. Supervisor, Taiwan Wax Company, Ltd. | 8 | 1 | 89% |
Independent Director | Chiu, Chi-sheng | CPA, Crowe Taiwan | 6 | 0 | 100% |
Independent Director | Tsai, Yi-Lien | Assistant Manager of Accounting Dept. of General Management Office, Health Chain Intl. Corp. Assistant Manager of Audit Dept., PWC Taiwan | 3 | 0 | 100% |
iv. The 2023 resolutions of the Audit Committee of the Company related to the matters listed in Article 14-5 of the Securities and Exchange Act are as follows, and the Audit Committee has fully communicated with the relevant personnel present on the relevant proposals, and all the resolutions have been passed by all the members present without objection or reservation, and there have been no resolutions without the approval of the Audit Committee and with the consent of more than two-thirds of all directors:
meeting date | Motion content | Objections, reservations or major suggestions from independent directors | The results of the audit committee’s resolutions and the company’s handling of the audit committee’s opinions |
---|---|---|---|
2023.03.28 The 1st term, 5th meeting | 1. The Company's financial statements for 2022, business reports, and loss provisions. 2. Proposed disposal of part of the shares of Chao Kang Cheng Co. Ltd., an important subsidiary of the Company. 3. Chao Kang Cheng Co. Ltd., an important subsidiary, plans to invest in the ordinary shares of Kaijiang International Catering Business Co., Ltd. 4. Case of "Measures for the Management of Remuneration and Bonuses of Directors and Managers" of Chao Kang Cheng, an important subsidiary. 5. Remuneration and allowances of members of the board of directors and managers of Chao Kang Cheng, an important subsidiary. 6. Appointment of public accountants at public expense. | 1. In cases 1, 2, 4, 5 and 6 on the left, the independent directors have no objections, reservations or major proposals. 2. Member Cai Yilian, an independent director of Case 3 on the left, suggested: (1) The case is executed in stages. (2) For the first time, Inkai will reduce its share capital of 5,000,000 yuan, and plans to handle a cash capital increase of 5,100,000 yuan, and all 510,000 shares will be subscribed by Chaogang City, holding 50.5% of the shares. (3) In the future, after the operation of Mid-Levels Dream Workers "Zizifeng" and "Qiao Tianfang" will be put into operation, they will be put into operation in batches. | All members present Passed without objection |
2023.04.19 The 1st term, 6th meeting | Disposal of part of the shares of Chao Kang Cheng Co., Ltd., an important subsidiary. | None | All members present Passed without objection |
2023.07.10 The 2nd term, 2nd meeting | Private placement of common shares for cash capital increase. | None | All members present Passed without objection |
2023.09.21 The 2nd term, 4th meeting. | Establish an internal control system for laboratory testing. | None | All members present Passed without objection |
2023.11.13 The 2nd term, 5th meeting | Formulated the implementation rules for internal audit of laboratory operation management, the "Measures for the Management of Compliance with Laws and Regulations" and the "Compliance with Laws and Regulations" internal audit implementation rules. | None | All members present Passed without objection |
2023.12.15 The 2nd term, 6th meeting | The change of the Supervisor of Financial and Accounting Dept. | None | All members present Passed without objection |
IV. Communication policy between independent directors and the head of internal audit and accountants
i. The independent directors and the accountants shall meet at least four times a year, and the accountants shall report to the independent directors through the audit committee on the financial status of the Company, the financial and overall operation of the subsidiaries and the internal control audit, and fully communicate whether there are any material adjustment entries or legal amendments that affect the accounts. In case of major abnormal matters, the meeting can be convened at any time.
ii. The independent directors shall meet with the head of internal audit at least four times a year, and the head of internal audit shall report on the implementation of internal audit and the operation of internal control of the Company through the audit committee. In case of major abnormal matters, the meeting can be convened at any time.
V. Communication between independent directors and internal audit supervisor and accountants in 2024
Date | attendees | Communication matters | Communication results |
---|---|---|---|
2024.02.15 | Independent Director-Chiu, Chi-sheng Independent Director-Hung, Yu-Ting Independent Director-Cheng, Chih-yua CPA-Chang, Yi-Chun Internal Auditing Officer-Chen, Hui- chi |
| All members present Passed without objection |
VI. Communication between independent directors and internal audit supervisor and accountants in 2023
Date | attendees | Communication matters | Communication results |
---|---|---|---|
2023.08.09 | Independent Director-Chiu, Chi-sheng Independent Director-Hung, Yu-Ting Independent Director-Cheng, Chih-yua CPA-Chang, Yi-Chun CPA-Jian-Xian Chen Internal Auditing Officer-Tu, I-ting |
| All members present Passed without objection |