Audit Committee

Scope of Responsibilities

The Audit Committee meets at least once a quarter and may convene meetings as needed.

It aims to assist the Board in overseeing the quality and integrity of the company's execution of accounting, auditing, financial reporting processes, and financial controls.

1. The main purpose of the Audit Committee is to oversee the following matters of the company:

(1) Proper presentation of the company's financial statements
(2) The selection (dismissal) of the certified public accountant and the performance of independence.
(3) Effective implementation of internal controls in the company.
(4) The company complies with relevant laws and regulations.
(5) Management of existing or potential risks of the company.

2. The main items discussed by the Audit Committee are as follows:

(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 the provisions of Article 36-1 of the Securities and Exchange Act, regulations are established or amended regarding the acquisition or disposal of assets, engaging in derivative transactions, and lending funds to others.

Procedures for handling significant financial transactions for endorsing or providing guarantees for others.
(4) Matters involving the director's own interests.
(5) Significant asset or derivative transactions.
(6) Significant loans, endorsements, or guarantees.
(7) To raise, issue, or privately place equity-type securities.
(8) Appointment, dismissal, or remuneration of the certified public accountant.
(9) Appointment and dismissal of financial, accounting, or internal audit supervisors.
(10) Annual financial reports signed or stamped by the chairman, manager, and accounting supervisor, and the second quarter financial reports that must be audited and certified by an accountant.
(11) Significant matters as stipulated by other companies or regulatory authorities.

Operational situation

2026 Annual:

On October 30, 2025, the Audit Committee approved the key work focus for the year 2026 as follows:

Time Work Plan (Regular) Work Plan (Irregular)
February 2026 1. Communication with the Internal Audit Director and review report on deficiencies in internal control systems.
2025 Annual Business Report, Individual Financial Report and Consolidated Financial Report.
3. Assessment of the effectiveness of the internal control system for the year 2025.

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. Establish or amend regulations for the acquisition or disposal of assets in accordance with Article 36-1 of the Securities and Exchange Act.

Engaged in derivative trading,Lending funds to others,

The handling procedures for significant financial transactions that provide endorsements or guarantees for others.
4. Matters involving the director's own interests.
5. Significant asset or derivative transactions.
6. Significant capital loans, endorsements, or guarantees.
7. Soliciting, issuing, or privately placing equity-type securities.
8. Appointment, dismissal or remuneration of the certified public accountant.
9. Appointment and dismissal of financial, accounting, or internal audit supervisors.
10. Annual financial report signed or sealed by the chairman, manager, and accounting supervisor

and must be audited and certified by an accountantthe second quarter financial report.
11. Other significant matters as stipulated by other companies or regulatory authorities.

April 2026 1. Communication with the internal audit supervisor and review report on internal control deficiencies.
2026 First Quarter Consolidated Financial Report
July 2026 1. Communication with the internal audit supervisor and review report on internal control deficiencies.
2. Consolidated Financial Report for the Second Quarter of 2026
October 2026 1. Communication with the Internal Audit Supervisor and Review Report on Internal Control Deficiencies.
2026 third quarter consolidated financial report.
3. 2027 Audit Plan Proposal.
4. Next year's work plan.
December 2026 1. Communication with the Internal Audit Director and review report on deficiencies in internal control systems.
2. Annual evaluation of the independence and suitability of the certified public accountant.

2026 Audit Committee Operations:

date Content of the proposal Resolution results
The fourth meeting of the third session
Audit Committee
(2026/02/25)
1. Revise the company's "Employee Compensation Distribution Measures" proposal for discussion.
2. The business report, individual financial report, and consolidated financial report for the 114th year of the Republic of China are submitted for discussion.
3. The proposal for the distribution of profits for the 114th year of the Republic of China is submitted for discussion.
4. Proposal for the Internal Control System Declaration for the 114th year of the Republic of China, submitted for discussion.
5. In conjunction with the internal rotation of PwC, the change of the signing accountant case is submitted for discussion.
6. Discussion on the cash capital increase of S$11,200 thousand for MERRY ELECTRONICS (SINGAPORE) PTE LTD. (abbreviated as MESG).
7. Amend the company's "Shareholders Meeting Rules" proposal for discussion.
After the chairman consulted all attending committee members, the proposal was passed without objection.

2025 Fiscal Year:

On October 24, 2024, the Audit Committee approved the key work focus for the year 2025 as follows:

Time Work Plan (Regular) Work Plan (Irregular)
February 2025 1. Communication with the internal audit supervisor and review report on internal control deficiencies.
2024 Annual Business Report, Individual Financial Report and Consolidated Financial Report.
3. Assessment of the effectiveness of the internal control system for the year 2024.

Establish or amend internal control systems in accordance with Article 14-1 of the Securities and Exchange Act.
2. Establish or amend regulations for acquiring or disposing of assets in accordance with Article 36-1 of the Securities and Exchange Act.
Procedures for handling significant financial transactions involving derivative trading, lending funds to others, endorsing or providing guarantees for others.
3. Matters involving the personal interests of the directors.
4. Significant asset or derivative transactions.
5. Significant capital loans, endorsements, or guarantees.
6. Raise, issue, or privately place securities with equity characteristics.
7. Appointment, dismissal, or remuneration of the certified public accountant.
8. Appointment and removal of financial, accounting or internal audit executives.
9. Other significant matters as stipulated by other companies or regulatory authorities.

April 2025 1. Communication with the internal audit supervisor and review report on internal control deficiencies.
2025 First Quarter Consolidated Financial Report.
July 2025 1. Communication with the internal audit supervisor and the review report on deficiencies in the internal control system.
2. Consolidated financial report for the second quarter of 2025.
October 2025 1. Communication with the internal audit supervisor and review report on deficiencies in the internal control system.
2. Consolidated financial report for the third quarter of 2025.
3. 2026 Audit Plan.
4. Next year's work plan.
December 2025 1. Communication with the internal audit supervisor and review report on internal control deficiencies.
2. Annual evaluation of the independence and suitability of the certified public accountant.
3. Appointment and remuneration of the auditor.

2025 Audit Committee Operations:

date Content of the proposal Resolution results
The 15th meeting of the 2nd session
Audit Committee
(2025/02/26)
1. Propose discussion on the 2024 annual business report, individual financial report, and consolidated financial report.
2. The 2024 profit distribution proposal is submitted for discussion.
3. A proposal for the internal control system declaration for the 113th year of the Republic of China is submitted for discussion.
4. Application for comprehensive borrowing limits and derivative financial transaction limits of financial institutions, submitted for discussion and ratification.
5. Revise the company's "Internal Major Information Processing Procedures" proposal for discussion.
6. The company proposes to discuss the issuance of restricted stock for employees in 2025.
After the chairman consulted all attending committee members, the proposal was passed without objection.
 
The 16th of the 2nd session
Audit Committee
(2025/03/17)
To acquire 100% of the shares of MWT Holdings Co., Ltd. (hereinafter referred to as the "Target Company") from J-STAR LLP 2016, J-STAR No.3 GF, LP, J-STAR No.3 JC, LP, J-STAR No.3 JF, LP, and J-STAR No.3 SS, LP (collectively referred to as "J-STAR Sellers"), we hereby submit this for review. After the chairman consulted all attending committee members, there were no objections, and the proposal was passed as is, with a total amount not exceeding 10.278 billion Japanese yen for the acquisition of 100% equity in MWT Holdings Co., Ltd.

The 17th session of the 2nd term
Audit Committee
(2025/04/24)
The financial report for the first quarter of the 114th year is submitted for discussion.
2. The application for the comprehensive loan limit and derivative financial transaction limit of financial institutions is submitted for discussion and ratification.
3. Amend the company's "Financing Cycle Internal Control" proposal for discussion.
4. Amend the company's "Audit Committee Organization Regulations" proposal for discussion.
5. Amend the company's "Budget Management Regulations" proposal for discussion.
After the chairman consulted all attending committee members, the motion was passed without objection.
The first meeting of the third session
Audit Committee
(2025/07/24)
The financial report for the second quarter of the 114th year is submitted for discussion.
2. Application for the comprehensive loan limit and derivative financial transaction limit of financial institutions, submitted for discussion and ratification.
3. To authorize independent directors related to finance to pre-approve the signing of accountants, their firms, and affiliated companies to provide non-audit services to the company and its subsidiaries.
4. Revise the company's domestic fourth and fifth unsecured convertible bond issuance and conversion methods for discussion.
5. To revise the company's "Employee Compensation Distribution Measures" proposal, it is submitted for discussion.
6. The company's issuance of restricted employee rights new shares in 2023, the second grant, the list of non-managerial allocations and the number of shares are submitted for discussion.
1. After consulting all present committee members, the proposal was passed without objection.
2. Upon confirmation, there is no need for the financial institution's quota to be ratified. The chairman consulted all attending committee members, and there were no objections, so it was passed as proposed.
3.-6. The proposal was passed without objection after the chairman consulted all attending committee members.
The second session of the third session
Audit Committee
(2025/10/30)
The financial report for the third quarter of the 114th year is submitted for discussion.
2. Application for comprehensive loan limits and derivative financial transaction limits for financial institutions, submitted for discussion.
3. To draft the 2026 audit plan, it is submitted for discussion.
4. To review the Audit Committee's work plan for 2026, a discussion is proposed.
5. Revise the company's employee stock repurchase transfer measures for discussion.
After the chairman consulted all attending committee members,
Passed unanimously without objection.
The third session of the third term
Audit Committee
(2025/12/24)
1. To evaluate the independence of the certified public accountant and the affiliated accounting firm, a discussion is proposed.
2. The proposal for auditor remuneration for the fiscal years 2026 and 2027 is submitted for discussion.
3. A proposal for a donation of NT$5 million to related parties for the 114th year is submitted for discussion.
4. A donation of NT$1.48 million to related parties for the 115th year is submitted for discussion.
5. The company intends to lend USD 50,000 to MERRY ELECTRONICS (SINGAPORE) PTE LTD. (referred to as MESG), and authorizes the chairman to disburse the loan in installments or on a revolving basis within a specified amount and for a period not exceeding one year, to be discussed.
6. To amend the "2025 Regulations on New Share Issuance Restricting Employee Rights," a discussion is proposed.
After the chairman consulted all attending committee members,
Unanimously passed as proposed.

2025EvaluateAuditor independenceand the standards and results of suitability

The company's Audit Committee conducts regular annual evaluations of the independence and competence of the affiliated certified public accountants. In addition to requiring the certified public accountants to provide a "Statement of Independence," the committee refers to the "Audit Quality Indicators (AQIs)" framework published by the Financial Supervisory Commission. This framework includes standards and various AQI indicators across five major dimensions: professionalism, independence, quality control, supervision, and innovation capability, to assess the independence requirements and competence of the accountants.
The assessment results for the recent year were discussed and approved by the Audit Committee on December 24, 2025, and were submitted to the Board for resolution on December 24, 2025, regarding the evaluation of the independence and competence of the auditors.

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