Audit Committee

Duties of the Audit Committee:

  1. Formulate or amend the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
  2. Evaluation of the effectiveness of the internal control system.
  3. Prescribe or amend the procedures for handling major financial and business acts of acquiring or disposing of assets, engaging in derivative commodity transactions, lending funds to others, or endorsing or providing guarantees for others in accordance with Article 36-1 of the Securities and Exchange Act.
  4. Matters involving the directors' own interests.
  5. Significant asset or derivative commodity transactions.
  6. Significant capital loan, endorsement or provision of guarantee.
  7. The offering, issuance or private placement of equity securities.
  8. Appointment, dismissal or remuneration of certified public accountants.
  9. Appointment and dismissal of financial, accounting or internal audit supervisors.
  10. Annual financial report signed or stamped by the chairman of the board of directors, managers and accounting supervisors.
  11. Other major matters stipulated by the company or the competent authority.

Our company's Audit Committee consists of three independent directors. The Audit Committee is established to assist the Board of Directors in fulfilling its oversight responsibilities regarding the quality and integrity of the company's accounting, auditing, financial reporting processes, and financial controls.
The professional qualifications and experience of the members of the first Audit Committee are as follows:

TitleNameMain Experience
Convener Zhou Jun Yi
  • ◆National Chengchi University, Department of Accounting/Department of Public Finance
  • ◆Ernst & Young
  • ◆Deloitte & Touche
  • ◆Makalot Industrial Co., Ltd.
  • ◆AkzoNobel Taiwan Co., Ltd.
  • ◆Ming Yuan CPA Firm, Certified Public Accountant
Committee Lu Shi Tong
  • ◆Ph.D. in Construction Management, Department of Civil Engineering, National Central University
  • ◆Ph.D. in Business Administration, National Central University
  • ◆Director, National and Regional Development Research Center
  • ◆Adjunct Associate Professor, Department of Business Administration, College of Management, National Central University
  • ◆Adjunct Associate Professor, Department of Civil Engineering, College of Engineering, National Central University
  • ◆Adjunct Associate Professor of Economics, General Education Center, Taipei Tech (National Taipei University of Technology)
  • ◆Professor, Department of International Logistics and Transportation Management, Kainan University
  • ◆Associate Professor, Graduate Institute of Project Management, College of Business, Kainan University
  • ◆Associate Professor and Head, Department of Risk Management, College of Business, Kainan University
  • ◆Dean, College of Tourism and Transportation, Kainan University
  • ◆Independent Director, Taiwan Navigation Co., Ltd.
  • ◆Supervisor, Power-Electrics Co., Ltd.
Committee Chen Jin Han
  • ◆Department of Law, Soochow University
  • ◆Attorney, Hansheng Law Firm
  • ◆Managing Attorney, Hansheng Law Firm

The Audit Committee held five meetings in 2024, reviewing matters including:

  • Financial statement audits and accounting policies and procedures.
  • Internal control systems and related policies and procedures.
  • Significant asset or derivative transactions.
  • Significant loans, endorsements, or guarantees.
  • Issuance of securities.
  • Derivative financial instruments and cash investments.
  • Regulatory compliance.
  • Fraud prevention plans.
  • Information security.
  • Company risk management.
  • Qualifications, independence, and performance evaluation of the certifying accountants.
  • Appointment, dismissal, or remuneration of the certifying accountants.
  • Appointment and dismissal of financial, accounting, or internal audit supervisors.
  • Fulfillment of Audit Committee responsibilities.
  • Audit Committee performance self-assessment questionnaire.

Review of Financial Reports
The Board of Directors prepared the Company’s 2024 business report, financial statements, and profit distribution proposal. The financial statements were audited by KPMG Taiwan, which issued an audit report. The Audit Committee reviewed the aforementioned business report, financial statements, and profit distribution proposal and found no discrepancies.

Assessment of Internal Control System Effectiveness
The Audit Committee evaluates the policies and procedures of the Company’s internal control system, including control measures related to finance, operations, risk management, information security, outsourcing, and legal compliance. The Committee also reviews periodic reports submitted by the Company’s internal audit department, the certifying certified public accountants, and management, including reports on risk management and legal compliance.
With reference to the Internal Control — Integrated Framework issued by The Committee of Sponsoring Organizations of the Treadway Commission (COSO), the Audit Committee believes 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 remediate non-compliance matters.

The Communications between the Independent Directors and the Internal Auditors or the Independent Auditors

Meeting DateAttendeesMatters CommunicatedCommunication Results
2025/3/13
Corporate Governance Matters		 Independent Directors
Chief Internal Auditor
CPA		 Q4 2024 Communication with Corporate Governance Unit:
  • ◆Matters related to auditor independence
  • ◆Auditor's responsibilities for the audit of financial statements
  • ◆Scope of the audit
  • ◆Types of conclusions that may be expressed in a review report
  • ◆Key audit matters identified during the audit
  • ◆Audit findings and conclusions
 All Independent Directors acknowledged and agreed with the explanations provided by the Certified Public Accountant.
2025/3/13
Audit Discussion		 Independent Directors
Chief Internal Auditor		 Internal Auditor’s report of Q4,2024
  • ◆2024 Statement of Internal Control System
 The Independent Directors had no objections to the matters discussed at this meeting.
2025/5/13
Corporate Governance Matters		 Independent Directors
Chief Internal Auditor
CPA		 Q1 2025 Communication with Corporate Governance Unit:
  • ◆Matters related to auditor independence
  • ◆Auditor's responsibilities for the audit of financial statements
  • ◆Scope of the audit
  • ◆Review Results (Review Adjustments/Explanation of Significant Changes in the Two Period Reports)
  • ◆Other communication matters (SMT loss reduction test results / tariff impact and responses)
 All Independent Directors acknowledged and agreed with the explanations provided by the Certified Public Accountant.
2025/5/13
Audit Discussion		 Independent Directors
Chief Internal Auditor		 Internal Auditor’s report of Q1,2025 The Independent Directors had no objections to the matters discussed at this meeting.
2025/8/13
Corporate Governance Matters		 Independent Directors
Chief Internal Auditor
CPA		 Q2 2025 Communication with Corporate Governance Unit:
  • ◆Matters related to auditor independence
  • ◆Auditor's responsibilities for the audit of financial statements
  • ◆Scope of the audit
  • ◆Review Results (Review Adjustments/Explanation of Significant Changes in the Two Period Reports)
  • ◆Other communication matters (Impact of Tariffs and Responses/Current Status of the Thai Subsidiary)
  • Legal Updates (Implementing IFRS 18)
 All Independent Directors acknowledged and agreed with the explanations provided by the Certified Public Accountant.
2025/8/13
Audit Discussion		 Independent Directors
Chief Internal Auditor		 Internal Auditor’s report of Q2,2025 The Independent Directors had no objections to the matters discussed at this meeting.
2025/11/12
Corporate Governance Matters		 Independent Directors
Chief Internal Auditor
CPA		 Q1 2025 Communication with Corporate Governance Unit:
  • ◆Matters related to auditor independence
  • ◆Auditor's responsibilities for the audit of financial statements
  • ◆Scope of the audit
  • ◆Review Results (Review Adjustments/Explanation of Significant Changes in the Two Period Reports)
  • ◆Other communication matters (SMT loss reduction test results / tariff impact and responses)
 All Independent Directors acknowledged and agreed with the explanations provided by the Certified Public Accountant.
2025/11/12
Audit Discussion		 Independent Directors
Chief Internal Auditor		 Internal Auditor’s report of Q3,2025
  • ◆Audit plan of 2026
 The Independent Directors had no objections to the matters discussed at this meeting.

Audit Committee Meetings in the Most Recent Year

(Matters stipulated in Article 14-5 of the Securities and Exchange Act)

Meeting Date

Agenda

Audit Committee Resolution and Handling of Committee Opinions

Mar. 13, 2025 (1st Term, 15th Meeting)

1. 2024 Annual Business Report and Financial Statements.
2. Adjustment of the Company’s signing CPAs for financial report audits due to internal personnel reassignment at KPMG.
3. 2024 Earnings Distribution Proposal.
4. 2024 Internal Control Statement.
5. 2024 Directors’ and Employees’ Remuneration Proposal.
6. Partial amendments to the Articles of Incorporation.
7. Loan of funds to subsidiaries.
8. Cancellation of the unexecuted quota of private placement securities approved at the 2024 Annual Shareholders’ Meeting.
9. Private placement of securities for 2025.

Approved by all attending committee members and submitted to the Board of Directors; approved without objection by all attending directors.

Apr. 23, 2025 (1st Term, 16th Meeting)

1. Endorsement and guarantee provided by subsidiary Quasi-An Zhenwei Electronics Co., Ltd.
2. Amendment to the Company’s Table of Authorization Limits.
3. Appointment of managerial officers.
4. Removal of non-compete restrictions for managerial officers.

Approved by all attending committee members and submitted to the Board of Directors; approved without objection by all attending directors.

May 13, 2025 (1st Term, 17th Meeting)

1. Appointment of Acting Accounting Supervisor.
2. Consolidated Financial Statements for Q1 2025.
3. Amendments to the Procedures for Ethical Corporate Management and Guidelines for Conduct.
4. Appointment of Corporate Governance Officer and Spokesperson.

Approved by all attending committee members and submitted to the Board of Directors; approved without objection by all attending directors.

Jul. 8, 2025 (2nd Term, 1st Meeting)

1. Evaluation of independence, competence, and remuneration of the signing CPAs.
2. Loan of funds to subsidiaries.

Approved by all attending committee members and submitted to the Board of Directors; approved without objection by all attending directors.

Aug. 13, 2025 (2nd Term, 2nd Meeting)

1. Consolidated Financial Statements for Q2 2025.
2. Loan of funds to subsidiaries.

Approved by all attending committee members and submitted to the Board of Directors; approved without objection by all attending directors.

Oct. 20, 2025 (2nd Term, 3rd Meeting)

1. Supplementary public offering procedures and application for OTC listing of privately placed shares.
2. Appointment of Accounting Supervisor, Financial Supervisor, Corporate Governance Officer, and Deputy Spokesperson.
3. Establishment of general principles for pre-approval of non-assurance services.
4. Amendment to the Company’s accounting system.

Approved by all attending committee members and submitted to the Board of Directors; approved without objection by all attending directors.

Nov. 12, 2025 (2nd Term, 4th Meeting)

1. Consolidated Financial Statements for Q3 2025.
2. 2026 Internal Audit Plan.
3. Establishment of internal control system for the Company’s wholly owned subsidiary Pors Wiring Co., Ltd.
4. Establishment of internal control system for the Company’s wholly owned subsidiary Jhen Vei Enterprise Co., Ltd.
5. Establishment of internal control system for the Company’s indirectly wholly owned subsidiary Jhen Vei Investment Limited.
6. Amendment to the Board Performance Evaluation Regulations.
7. Cancellation of loan of funds to subsidiary JVE (THAILAND) CO., LTD.
8. Cancellation of loan of funds to subsidiary Gwo Jih Electronics Co., Ltd.

Approved by all attending committee members and submitted to the Board of Directors; approved without objection by all attending directors.

Dec. 18, 2025 (2nd Term, 5th Meeting)

1. Amendment to the Organizational Charter of the Compensation Committee.
2. CPA remuneration for 2026.

Approved by all attending committee members and submitted to the Board of Directors; approved without objection by all attending directors.

 

Performance Evaluation of the Audit Committee for the Most Recent Year

The Company reported the performance evaluation results of the Audit Committee to the Board of Directors on March 13, 2025. The results are summarized below:

Evaluation Scope

Evaluation Method

Evaluation Period

Evaluation Items

Evaluation Results

Remarks

Audit Committee

Peer Evaluation

From: Jan. 1, 2024
To: Dec. 31, 2024

(1) Level of participation in company operations
(2) Understanding of Audit Committee responsibilities
(3) Enhancement of the quality of Audit Committee decision-making
(4) Composition of the Audit Committee and selection of members
(5) Internal control

(1) 4.92
(2) 4.90
(3) 5.00
(4) 5.00
(5) 5.00

The overall evaluation score for 2024 ranged from 4.90 to 5.00, indicating good performan
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