ELECTRIC EQUIPMENT SUPPLIER for ENERGY SOLUTION
SINCE 1956

Audit Committee Information

Composition and Powers of the Audit Committee

The Audit Committee consists of all independent directors, totaling three members, and is chaired and convened by Mr. Gene-Tzn Chen.

The primary responsibilities of the committee are oversight in the following matters:

 

1. Establishment or revision of internal control systems as stipulated in Article 14-1 of the Securities and Exchange Act.

2. Assessment of the effectiveness of internal control systems.

3. Formulation or revision of procedures for material financial or operational activities such as acquisition or disposal of assets, engaging in derivative transactions, lending funds to others, making endorsements or providing guarantees for others as per Article 36-1 of the Securities and Exchange Act.

4. Matters related to conflicts of interest involving directors.

5. Material asset or derivative transactions.

6. Material fund loans, endorsements, or guarantees.

7. Offer, issuance, or private placement of equity securities.

8. Appointment, dismissal, or remuneration of certifying accountants.

9. Appointment or dismissal of financial, accounting, or internal audit executives.

10. Annual and quarterly financial reports.

11. Business reports and profit distribution or loss coverage proposals.

12. Other significant matters prescribed by the Company or competent authorities.

 

Decisions on the aforementioned matters require approval from half or more of all committee members and must then be submitted to the Board of Directors for resolution.

For the above items, except item 10, if approval from half or more of the committee members is not obtained, the matter may still be adopted with the consent of two-thirds or more of all directors.

Disclosure of Independent Directors' Professional Qualifications and Independence                                                                

Name

Professional Qualification & Experience

Independence

Number of Independent Board Positions at Other Public Companies

Independent director Gene-Tzn Chen
  • Graduated from the Department of Law, National Taiwan University
  • Legislator (6 years); Delegate to the National Assembly (4 years); prosecutor (5 years); lawyer (45 years); Chairperson of IBT Ta-Chong Equity Investment Company (9 years)/Chairman of Taiwan Industrial Bank Securities Investment Trust Co., Ltd. (3 years)/Chaiman of Taishin Securities Investment Trust Co., Ltd. (3 years); independent director of Champion Building Materials Co., Ltd. (3 years)
  • Mr. Chen currently works as the president of Wan-Jong Management Consulting Ltd. and an independent director of CHEM. As a member of the Audit Committee and Remuneration Committee, he provides his legal expertise and financial management experience for risk management, legal strategy/compliance and management decision-making.

The independent directors meet the criteria for independence, including but not limited to the following:

 

The independent directors, their spouses, and relatives within the second degree of kinship do not serve as directors, supervisors or employees of the Company or its affiliated companies.

 

The independent directors do not hold shares in the Company.

 

The independent directors are not directors, supervisors or employees of a specific related company.

 

The independent directors have not received any remuneration for providing business, legal, financial, accounting or other services to the Company or its affiliated companies in the last two years.

 

None of the circumstances in Article 30 of the Company Act exist.

Nil

Independent director Sing-San Pai
  • S.J.D., Chinese Culture University; M.Arch, National Cheng Kung University; M. Administration Management, University of San Francisco
  • National Policy Advisor to the President (8 years); Board Director, Taipei Architects Association (3 years); Chairman, Consumers' Foundation, Chinese Taipei (3 years); Chairman, Memorial Foundation of 228 (2 years); Board Member, P.C.C. Complaint Review Board for Government Procurement (12 years)
  • Mr. Pai currently works as the lead architect of TMA Architects & Associates and an independent director of CHEM. As a member of the Audit Committee and Remuneration Committee, he has abundant experience in law and business management. The Company benefits from his cross-industry vision and experiences and leverages his cross-industry management experience and perspective to provide timely and diverse advice on management and operations.

Nil

Independent director Horng-Chi Chen
  • S.J.D. of Kindai University
  • Delegate to the National Assembly (4 years); Legislator (6 years); Deputy Representative, Taipei Economic and Cultural Representative Office in Japan (3 years); Chairman, Taiwan-Japan Relations Association (1 year); Associate Professor of Aletheia University (2 years)
  • Mr. Chen currently works as an independent director of CHEM. He is a member of the Audit Committee and Remuneration Committee, and his international perspective and legal expertise strengthen the Company's thinking in business management strategies, leading to a more diversified approach.

Nil
 

Audit Committee’s Annual Work Focus

The Audit Committee’s work focus for this year included reviewing financial reports, assessing the effectiveness of internal control systems, governance-related matters, revising internal control systems, and addressing risk management issues.

 

Attendance of Members at Audit Committee Meetings in 2025

In 2025, six audit committee meetings (A) were held. The attendance of the Audit Committee members was as follows:

itle

Name

Attendance in Person (B)

Attendance by Proxy

Attendance Rate (%) [B/A]

Remarks

Independent Director

Gene-Tzn Chen

6

0

100

 

Independent Director

Sing-San Pai

6

0

100

 

Independent Director

Horng-Chi Chen

6

0

100

 
 
  1. Matters listed in Article 14-5 of the Securities and Exchange Act

Date of Audit Committee Meeting

Agenda Item

2025/1/14

11th Meeting of the 3rd Audit Committee
  1. To report the audit work of 2024Q4
  2. Evaluation of the independence and suitability of the Company’s certifying accountants for 2024
  3. The Company’s bank credit limits
  4. Guarantees and endorsements for the Company’s investee companies
  5. Proposal to dispose of the Company’s shares in Guan You Technology Co., Ltd.
  6. Transfer of the Company’s shares in investee company Toko Electric (Suzhou) Co., Ltd.
  7. Deregistration of the Company’s Hong Kong subsidiary CHEM J-V Limited
  8. Capital reduction of the Company’s subsidiary ME Energy Systems Limited
  9. Capital reduction of the Company’s subsidiary CHEM Corp.
  10. Establishment of the Company’s sustainable information management procedures

2025/3/5

12th Meeting of the 3rd Audit Committee
  1. Review of the Company’s 2024 internal control system and statement
  2. Guarantees and endorsements for the Company’s investee companies
  3. The Company’s bank credit limits
  4. Proposal to treat the Company’s accounts receivable from investee companies as loans of funds and handle relevant procedures in compliance with current accounting regulations
  5. The Company’s 2025 entity budget plan
  6. Amendments to the Employee Compensation Allocation Rules
  7. The Company’s 2024 business report, individual financial statements, and consolidated financial statements
  8. Appropriation of the Company's 2024 annual earnings
  9. Amendments to the Company’s Corporate Charter
  10. Signing of contracts with San Feng Construction Co., Ltd. for the construction of new factories and site preparation at the Chiayi Machohou Industrial Park and for the expansion of the Linkou Plant’s warehouse

2025/5/12

13th Meeting of the 3rd Audit Committee
  1. To report the audit work of 2025Q1
  2. To report the Company’s consolidated financial report for 2025Q1
  3. The Company’s bank credit limits
  4. Guarantee and endorsements for the Company’s investee companies
  5. Signing of contract with San Feng Construction Co., Ltd. for a substation and power transmission project - Yuanbei office renovation
  6. Subsidiary Bao-Sheng Global Co., Ltd.’s plan to acquire 100% equity of a strategic partner company through a share swap

2025/8/12

14th Meeting of the 3rd Audit Committee
  1. To report the audit work of 2025Q2
  2. To report the Company’s consolidated financial report for 2025Q2
  3. The Company’s bank credit limits
  4. Guarantees and endorsements for the Company’s investee companies
  5. Subsidiaries’ proposal to obtain financing from the Company due to business needs
  6. Proposal to treat the Company’s accounts receivable from investee companies as loans of funds and handle relevant procedures in compliance with current accounting regulations

2025/11/12

15th Meeting of the 3rd Audit Committee
  1. To report the audit work of 2025Q3
  2. Filing of the Company’s 2026 internal audit schedule
  3. Risk assessment for 2026
  4. Amendments to the Company’s Internal Audit Implementation Rules
  5. To report the Company’s consolidated financial report for 2025Q3
  6. The Company’s bank credit limits
  7. Subsidiaries’ proposal to obtain financing from the Company due to business needs
  8. Guarantees and endorsements for the Company’s investee companies
  9. Proposal to treat the Company’s accounts receivable from the Company’s investee companies as loans of funds and handle relevant procedures in compliance with current accounting regulations
  10. Amendments to the Sustainable Development Best Practice Principles

2025/12/24

16th Meeting of the 3rd Audit Committee
  1. Proposal to increase the credit limit from a financial institution due to business needs.
  2. Proposal to cancel the credit limit from a financial institution and terminate the Company’s role as credit guarantor due to business needs of an investee company
  3. Proposal to set up a joint venture called Norion Energy Co., Ltd.
  4. Subsidiary Bao-Sheng Global Co., Ltd.’s merger and acquisition agreement

All the above agenda items were approved unanimously by the committee members present.

 

        2. Other than the matters listed above, matters not approved by the Audit Committee but approved by two-

            thirds or more of all directors: None

        3. Independent directors' recusal from agenda items due to conflicts of interest (details should include the

            independent directors' names, subject matter, reason for recusal, and voting participation): None

↑
TOP