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Functional Committee
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Functional committee

Functional Committee

Functional committee shall have at least 3 members, more than half of whom shall be independent directors and possess the professional abilities required by the committee.：
Functional Committee

Audit and Risk Committee

Audit and Risk Committee Meeting Status：
The annual routine work of the audit committee includes reviewing financial reports, assessing the effectiveness of the internal control system, etc. Non-routine work includes reviewing and amending the acquisition or disposal of assets, engaging in derivative commodity transactions, lending funds to others. Procedures for handling major financial business activities that provide guarantees, major asset or derivative commodity transactions, a material monetary loan, endorsement, or provision of guarantee, appoint visa accountants and decide their remuneration, etc. Please refer to this annual report (page 14-15) for the professional qualifications and experience of each member.
The Company's 2023 Audit Committee held five meetings, and the matters considered are mainly as follows:
1.Major capital loans.
2.Financial statement review.
3.Evaluation of the effectiveness of the internal control system.
4.Amendments to the "Procedures for Acquisition or Disposal of Assets"

The independent directors’ attendance status is as follows.


Other special disclosure:

1. Where the Audit Committee’s operation meets any of the following circumstances, please clearly state the directors’ meeting date, term, contents of motions, and resolution of the Audit Committee, and the Company’s handling of the Audit Committee’s opinions:
(1)Resolutions related to Securities and Exchange Act §14-5 and its implementation:

(2) Except for the above-mentioned matters, other resolutions that have not been approved by the Audit Committee and approved by more than two-thirds of all directors: None.
2.The independent director’s implementation of the motion to refrain from interested parties shall state the name of the director, the content of the motion, the reasons for the recusal due to interests, and the status of participation in voting: the company’s 2023 audit committee, there is no motion with an interest in the independent director and the independent director recused situation.
3.Descriptions of the communications between the independent directors, the internal auditors, and the independent auditors:
(1)The company's independent directors and the internal audit supervisor hold a symposium at least once a year to fully communicate and make records on the company's internal audit report and inspection issues.
A summary of previous communications between independent directors and internal audit supervisors is as follows:



(2)The audit committee of the company is composed of all independent directors. Accountants report to the independent directors at least once a year on the financial status, the financial status of domestic and overseas subsidiaries, the overall operation status, and the review of internal control. And fully communicate whether there are major adjustments or legal amendments that affect the accounting situation. The communication was outlined as following:

Remuneration committee

Remuneration Committee Meeting Status
The Company’s Remuneration Committee consists of 3 members for the time being, who are all independent directors.
The term of office of the current members: August 20, 2021 to August 19, 2024.
The 2023 Salary and Compensation Committee will meet three times. The attendance of the members are as follows:：


Important resolutions and status thereof

Information Security Committee

In order to strengthen the control and supervision of information security risks, protect corporate assets, improve the company's constitution, and strengthen the functions of the board of directors, the company follows the provisions of Article 27 of the Code of Practice for Governance of Listed OTC Companies. The company established the Information Security Committee (hereinafter referred to as the Committee) on November 10, 2022, and formulated the organization's regulations for compliance.

The members of the Information Security Committee are composed of all independent directors, with a total of 3 seats. The term of office of the members of this committee is the same as that of the appointed board of directors, and this committee meets at least once a year.

The duties of this committee are as follows:
1.Review the information security management policy, formulate the information security management structure and organizational functions, and regularly review the development, establishment, and implementation results of the company's overall information security management mechanism. 2.Review the information security management mechanism of new business. 3.Review the annual information security promotion plan. 4.Review and respond to major information security incident losses. 5.Review matters that need to be reported to the board of directors if there are other regulations or requirements in the competent authority, the board of directors, and various information security policies.

Invest the resources and promote the results of Information Security management: