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Corporate Governance

Corporate Governance

Implement honest business practices, information transparency, and risk management.
Establish a sound and sustainable corporate governance system.

Audit Committee

Our company established an Audit Committee in June 2016, composed of four independent directors. The Audit Committee aims to assist the Board of Directors in fulfilling its oversight of the company's quality and integrity in implementing accounting, auditing, financial reporting processes, and financial controls. The Audit Committee held its 8th meeting in 2025, and the main matters considered included:

  1. Establish or amend internal control systems in accordance with Article 14-1 of the Securities and Exchange Act.
  2. Assessment of the effectiveness of internal control systems.
  3. In accordance with Article 36-1 of the Securities and Exchange Act, procedures shall be established or amended for handling major financial transactions involving the acquisition or disposal of assets, engaging in derivative transactions, lending funds to others, or endorsing or providing guarantees for others.
  4. Matters involving the personal interests of the directors.
  5. Significant asset or derivative transactions.
  6. Significant financial loans, endorsements, or guarantees.
  7. Securities that have equity characteristics are raised, issued, or privately placed.
  8. Appointment, dismissal, or remuneration of the visa accountant.
  9. Appointment and dismissal of finance, accounting or internal audit supervisors.
  10. Annual financial reports signed or stamped by the chairman, manager and accounting supervisor, and quarterly financial reports subject to audit and certification by an accountant.
  11. Other major matters as required by the company or competent authority.

Professional Qualifications and Experience of Members of the Ninth Audit Committee

Name Professional qualifications and experience
Xu Libing Currently a practicing lawyer with many years of experience, and also serves as an independent director for other emerging stock companies.
Zhang Yongfu Currently a professor at Cornell University's College of Veterinary Medicine, with extensive industry experience.
Zhou Huizheng Doctor of Engineering, International Semiconductor Industry College, National Yang-Ming University
Master of Finance, Department of Finance, National Taiwan University
Bachelor of Medicine, National Taiwan University
Executive Vice President and Chief Strategy Officer of Tai-An Hospital
Currently serving as an attending physician in the Department of Obstetrics and Gynecology at Tai-An Hospital and as an independent director of other companies.
Zhu Shumei Bachelor of Accounting, Tunghai University (private)
Accountant of Guanheng United Accounting Firm

Review of financial reports

The Board of Directors has prepared and submitted the Company's 2015 Annual Report, Financial Statements (including consolidated financial statements), and Profit Distribution Statement, among other documents. The Financial Statements (including consolidated financial statements) have been audited by PwC Certified Public Accountants Hsu Hui-yu and Lin Tzu-yu, who have submitted an audit report. The Audit Committee, after reviewing the aforementioned documents prepared by the Board of Directors, finds no discrepancies.


Evaluate the effectiveness of the internal control system

The Audit Committee assessed the effectiveness of the company's internal control system policies and procedures (including controls related to finance, operations, risk management, information security, outsourcing, and legal compliance), and reviewed the company's audit department and certified public accountants, as well as management's periodic reports, including those on risk management and legal compliance. Referring to the Internal Control System – Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013, the Audit Committee concluded that the company's risk management and internal control systems are effective, and that the company has adopted the necessary control mechanisms to monitor and correct violations.


Appoint visa accountant

The audit committee is responsible for overseeing the independence of the Certified Public Accountants (CPA) firm to ensure the impartiality of its financial statements. Generally, the CPA firm may not provide services other than those related to taxation or specially approved projects. All services provided by the CPA firm must be approved by the audit committee.
To ensure the independence of the certified public accountant firm, the Audit Committee, referring to Article 47 of the Accountants Act and the "Integrity, Fairness, Objectivity and Independence" section of the Bulletin of the Code of Ethics for Accountants No. 10, formulated an independence assessment form to evaluate the accountants' independence, professionalism, and competence, and to assess whether they are related parties, have business or financial interests with the Company. The Ninth Audit Committee meeting (3rd session) on March 5, 2016, and the Ninth Board of Directors meeting (2nd session) on March 5, 2016, reviewed and approved that Ms. Hsu Hui-yu and Ms. Lin Tzu-yu of PwC Taiwan met the independence assessment standards and were qualified to serve as the Company's financial and tax certified public accountants.


Current Year's Operating Status

Audit Committee Proposal content and follow-up processing Matters listed in §14-5 of the Securities and Exchange Act Matters resolved with the consent of more than two-thirds of all directors without being approved by the audit committee.
The 8th Session
114.03.04
1. The Company's 2014 Annual Report, Individual Financial Report and Consolidated Financial Report V
2. Statement of the Company's Internal Control System for the 2014-2015 V
3. The case concerning the remuneration of the company's certified public accountant. V
4. Performance Appraisal of the Company's Directors and Board of Directors for the 2013-2014 fiscal year V
5. To formulate a plan for setting the base date for the issuance of ordinary shares in the Company's first domestic guaranteed convertible corporate bond issuance. V
Audit Committee Resolution (March 4, 2014): Passed by unanimous members of the Audit Committee.
The Company's handling of the Audit Committee's opinion: It was approved by all attending directors.
The 8th and 9th
114.05.02
Consolidated Financial Statements of the Company for the First Quarter of 2015 V
Audit Committee Resolution (May 2, 2014): Passed by unanimous members of the Audit Committee.
The Company's handling of the Audit Committee's opinion: It was approved by all attending directors.
The 8th Session, 10th
114.08.01
Consolidated Financial Statements of the Company for the First Quarter of 2015 V
The Company's Proposed Loan to its Wholly-Owned Subsidiary, Fujian DaBomb Biotechnology Co., Ltd. V
Our Company's 113th Anniversary Sustainable Development Report V
Audit Committee Resolution (August 1, 2014): Passed by unanimous members of the Audit Committee.
The Company's handling of the Audit Committee's opinion: It was approved by all attending directors.
The 8th Session, 12th
114.10.31
Consolidated Financial Statements of the Company for the Third Quarter of 2015 V
Our company's 115-year audit plan V
Audit Committee Resolution (October 31, 114): Passed by unanimous members of the Audit Committee.
The Company's handling of the Audit Committee's opinion: It was approved by all attending directors.
The 8th and 13th
114.11.21
Our company's 2016 budget V
Audit Committee Resolution (November 21, 114): Passed by unanimous members of the Audit Committee.
The Company's handling of the Audit Committee's opinion: It was approved by all attending directors.
The Ninth Third
115.03.05
The Company's 2014 Annual Report, Individual Financial Report and Consolidated Financial Report V
The Company's Loss Reimbursement Plan for 2015 V
Company's 2014 Internal Control System Statement V
Remuneration of the Company's Visa Accountant V
Change of Accounting Supervisor in this Company V
Change of Audit Supervisor in this Company V
Change of Information Security Manager at this Company V
Release of the non-compete restriction on the company's directors and representatives V
Lifting the non-compete clause for the company's general manager V
Revised certain clauses of the Company's "Internal Material Information Processing and Insider Trading Prevention Management Procedures". V
Audit Committee Resolution (March 5, 2015): Passed by unanimous members of the Audit Committee.
The Company's handling of the Audit Committee's opinion: It was approved by all attending directors.

Attendance at this committee meeting:

The term of office for this committee is from December 19, 114 to December 18, 117.
The Company’s Audit Committee has met 8 times in the most recent year and up to the date of publication of the annual report. The attendance of the members is as follows:

Job title at the bottom of the form Name Actual number of attendances Number of times delegated to attend Actual attendance rate % Remark
Committee Xu Libing 8 0 100% The 8th and 9th
Committee Zhang Yongfu 8 0 100% The 8th and 9th
Committee Zhou Huizheng 3 0 100% The Ninth
Committee Zhu Shumei 3 0 100% The Ninth
Committee Huang Huawei 4 0 100% 114.10.31 Resignation
Committee Zhang Zhi 4 0 100% 114.10.31 Resignation

Performance evaluation

In accordance with the Company’s “Performance Evaluation Method for Directors and Managers”, the Board of Directors shall conduct performance evaluations of the functional committees (Audit Committee and Remuneration Committee) after the end of each year. The performance evaluation of functional committees shall cover five aspects: “level of participation in the Company’s operations”, “understanding of the responsibilities of functional committees”, “improving the quality of decision-making by functional committees”, “composition and selection of members of functional committees”, and “internal control”.

The 2015 Board of Directors performance evaluation was conducted by the Finance Department of the Board member unit, using a self-assessment method. The evaluation results are presented in a five-level scale: 1 represents extremely poor (strongly disagree), 2 represents poor (disagree), 3 represents average (moderate), 4 represents excellent (agree), and 5 represents outstanding (strongly agree). The evaluation period was from January 1st to December 31st, 2015, and was completed in February 2016. Details of the evaluation results are as follows:

Functional Committee Performance Self-Assessment Results: The assessment project comprises five major aspects and 24 indicators.