Audit Committee
The Audit Committee's primary purpose is to oversee the following matters:
1. Appropriate presentation of Edison Opto's financial statements.
2. The selection and dismissal of the certifying accountant, as well as their independence and performance.
3. Effective implementation of Edison Opto's internal controls.
4. Edison Opto's compliance with relevant laws and regulations.
5. Control of Edison Opto's existing and potential risks.
Operation of the Audit Committee
According to Edison Opto's Audit Committee Organizational Charter, this committee is composed of all independent directors, with no fewer than three members. Meetings are held at least quarterly and may be convened at any time as necessary. Currently, the Company's Audit Committee is composed of all four independent directors (one seat was added to the existing three independent directors at the June 2012 shareholders' meeting, bringing the total to four). Six Audit Committee meetings were held in fiscal ""&""year 2014, with the main focus of their deliberations being as follows:
1. Establishing or revising internal control systems in accordance with Article 14-1 of the Securities and Exchange Act.
2. Assessing the effectiveness of internal control systems.
3. Establishing or revising procedures for handling significant financial transactions such as acquisitions or disposals of assets, derivatives transactions, loans to others, endorsements, or guarantees to others in accordance with Article 36-1 of the Securities and Exchange Act.
4. Matters involving personal interests of directors.
5. Significant asset or derivatives transactions.
6. Significant loans, endorsements, or guarantees.
7. Offering, issuance, or private placement of equity securities.
8.Appointment, dismissal, and remuneration of certified public accountants.
9. Appointment and dismissal of the chief financial officer, accounting officer, or internal audit officer.
10. Annual financial reports signed or stamped by the chairman, management, and accounting officer, and second-quarter financial reports requiring certification by certified public accountants.
11. Other important matters as specified by the company or competent authorities.
Review of financial statements
The Board of Directors has prepared Edison Opto's 2013 annual operating report, financial statements, and profit distribution proposal. The financial statements have been audited by the KPMG Joint Accounting Firm, which has issued an audit report. The Audit Committee has reviewed these operating reports, financial statements, and profit distribution proposal and found them to be consistent with the Company's requirements.
Evaluate the effectiveness of internal control systems
The Audit Committee evaluated the effectiveness of Edison Opto's internal control system policies and procedures (including financial, operational, risk management, information security, outsourcing, and regulatory compliance controls) and reviewed the Company's audit department and certified public accountants, as well as management's regular reports, including on risk management and regulatory compliance. The Audit Committee believes that the Company's risk management and internal control systems are effective and that the Company has implemented necessary control mechanisms to monitor and correct violations.
Auditor Committee Introduction
| Name | Education | Experience | Current position |
|---|---|---|---|
| Wen-chao Wang | Doctor of Business Administration from Nova Southeastern University, USA | Supervisor of Dasheng Technology (Stock) Co., Ltd. Supervisor of Jingyan Technology (Stock) Co., Ltd. | Chairman of Wenkai Network Technology Marketing Co., Ltd.; Supervisor of Qingxingwang Industrial Co., Ltd. |
| Tung-hsiung Hung | Department of Law, National Taiwan University | Partner Attorney at Jianye Law Firm Supervisor of Zhaoli Technology Industry Co., Ltd. | Li Dong Law Firm practicing lawyer Independent director of Nan Jun International Co., Ltd. |
| Yin-fei Liu | EMBA Master of National Chengchi University | Partner, Audit Services, PwC Taiwan | PwC Financial Group Senior Consultant Audit Services Department Independent Director Huafu Technology Co., Ltd. |
| Tseng-nan Chou | Department of Accounting, Tunghai University | Financial Assistant, Everlight Electronics Co., Ltd. Chief Financial Officer, Tangshi Lighting Technology Co., Ltd. Supervisor, Hongyuan Securities Co., Ltd. | Director of Fantasia Micro-Innovation Culture Co., Ltd. Independent Director of Junxing Electromechanical International Co., Ltd. Independent Director of Tangshi Lighting Technology Co., Ltd. |
2025 Annual Audit Committee – Attendance of Independent Directors
| Title | Name | Number of Audit Committee Meetings in 2025 (A) | Number of Meetings Attended in Person (B) | Attendance Rate (%) (B/A) | Number of Attendances by Proxy |
|---|---|---|---|---|---|
| Independent Director | Wen-chao Wang | 6 | 5 | 83.3% | 1 |
| Independent Director | Tung-hsiung Hung | 6 | 6 | 100% | 0 |
| Independent Director | Yin-fei Liu | 6 | 6 | 100% | 0 |
| Independent Director | Tseng-nan Chou | 6 | 6 | 100% | 0 |
Dates, sessions, agenda items, resolutions, and the Company’s handling of the Audit Committee’s opinions for the most recent year:
| Audit Committee | Agenda Items and Follow-up Actions | Matters Listed in Article 14-5 of the Securities and Exchange Act | Matters not approved by the Audit Committee but approved by more than two-thirds of all directors |
|---|---|---|---|
| 4th Term 16th Meeting 2025.02.26 | 1. 2024 Financial Statements and Business Report of the Company | v | None |
| 2. 2024 Profit Distribution Plan of the Company | v | None | |
| 3. 2024 "Internal Control System Statement" of the Company | v | None | |
| 4. Regular Evaluation of the Independence and Competency of the Certified Public Accountant | v | None | |
| 5. Proposed Replacement of the Group Financial Statement Auditor by KPMG Taiwan | v | None | |
| 6. Revision of the Company's "Personal Data Protection Management Guidelines" | v | None | |
| Audit Committee Resolution: Approved unanimously by all members. | |||
| Handling by the Company: Approved unanimously by all members present. | |||
| 4th Term 17th Meeting 2025.05.08 | 1. Q1 2025 Consolidated Financial Statements of the Company | v | None |
| 2. Proposed Share Buyback and Transfer to Employees | v | None | |
| 3. Adjustment of the Company's Audit Manager Position | v | None | |
| Audit Committee Resolution: Approved unanimously by all members. | |||
| Handling by the Company: Approved unanimously by all members present. | |||
| 5th Term 1st Meeting 2025.08.07 | 1. The Company’s Q2 2024 consolidated financial statements | v | None |
| 2. Amendments to the “2024 Restricted Stock for Employees Issuance Plan | v | None | |
| 3. Issuance of the Company’s 4th domestic unsecured convertible bonds | v | None | |
| Audit Committee Resolution: Approved unanimously by all members. | |||
| Handling by the Company: Approved unanimously by all members present. | |||
| 5th Term 2nd Meeting 2025.09.05 | 1. Replacement of the Accounting Firm and Engagement Partner | v | None |
| 2. Proposal to Establish General Principles for Pre-Approval of Non-Assurance Services by the Company’s Auditing Firm | v | None | |
| 3. 2025 Remuneration for the Group’s Auditing Firm | v | None | |
| Audit Committee Resolution: Approved unanimously by all members. | |||
| Handling by the Company: Approved unanimously by all members present. | |||
| 5th Term 3rd Meeting 2025.11.06 | 1. 2025 Q3 Consolidated Financial Statements | v | None |
| 2. Proposal to Purchase Directors’ Liability Insurance for 2026 | v | None | |
| 3. Amendments to Certain Provisions of the Company’s Domestic Fourth Unsecured Convertible Bond Issuance and Conversion Guidelines | v | None | |
| 4. Definition of the Scope of the Company’s Junior Employees | v | None | |
| 5. Amendments to the Company’s “Internal Control System” Related Operational Procedures | v | None | |
| 6. Amendments to the Company’s “Sustainability Practice Guidelines” | v | None | |
| Audit Committee Resolution: Approved unanimously by all members. | |||
| Handling by the Company: Approved unanimously by all members present. | |||
| 5th Term 4th Meeting 2025.12.23 | 1. 2026 Annual Audit Plan | v | None |
| 2. Approval of 2026 Intra-Group Company Fund Loan Limits | v | None | |
| 3. 2026 Subsidiaries’ Purchase of Short-Term Derivative Products | v | None | |
| 4. 2026 Property Right Acquisition by Subsidiary Edison Opto from the Company | v | None | |
| 5. Amendments to the Company’s “Sustainability Practice Guidelines” | v | None | |
| 6. Amendments to the Company’s “Sustainability Information Management Procedures” | v | None | |
| 7. Amendments to the Company’s “Sustainability Report Preparation and Assurance Procedures” | v | None | |
| 8. Proposal to Establish General Principles for Pre-Approved Non-Assurance Services by the Company’s Auditing Firm | v | None | |
| 9. Appointment and Remuneration of 2026 Group Auditors | v | None | |
| 10. 2026 Group Capital Expenditure | v | None | |
| Audit Committee Resolution: Approved unanimously by all members. | |||
| Handling by the Company: Approved unanimously by all members present. | |||
Communication Between Independent Directors and CPA/Internal Audit Supervisor
Communication Policy Between Independent Directors and CPAs
1. The Company holds at least one communication meeting annually between independent directors and the signing CPAs. The CPAs communicate the audit/review results of the Company’s quarterly (including consolidated) financial statements and other required matters. Communication between independent directors and CPAs is satisfactory.
2. Summary of 2025 communication between independent directors and CPAs
| Date | Participants | Discussion Topics | Communication Outcome |
|---|---|---|---|
| 2025.12.04 CPA-only meeting with the Audit Committee | Independent Directors: Wen-chao Wang, Tung-hsiung Hung, Yin-fei Liu, Tseng-nan Chou Certified Public Accountants: Peng Shih-xuan Peng, Kuan-hsun Chen Internal Audit Supervisor: Shu-yao Wang | The accountants provided clarifications on the following internal control compliance items: (1)Implementation of system permission change procedures for personnel transfers. (2)Strengthening password setting policies for system hosts. (3)Reviewing the appropriateness of granting critical system permissions. | Independent directors offered opinions and suggestions regarding permission management and the electronic payment processes of the finance unit. The accountants responded based on their professional judgment, and the communication was reported as effective. |
2. Communication Between Independent Directors and Internal Audit Supervisor
1. Communication Policy Between Independent Directors and Internal Audit Supervisor:
(1)The internal audit supervisor regularly reports and discusses audit activities with independent directors, including audit plans, audit findings, and follow-up actions. Records of these discussions are submitted to the Board.
(2)The internal audit supervisor attends and reports during Audit Committee meetings.
(3)At least once a year, Edison Opto organizes a communication meeting between the audit supervisor and independent directors to discuss internal control, internal audit, corporate governance, and operational risk management.
| Date | Participants | Discussion Topics | Outcome |
|---|---|---|---|
| 2025.05.28 Audit Communication Meeting | Independent Directors Wen-chao Wang, Tung-hsiung Hung, Yin-fei Liu, Tseng-nan Chou, Internal Audit Manager Shu-yao Wang | 1. Overview and planning of the 2025 audit organization | No objections |
| 2. Key audit focus areas and planning for 2025 | No objections | ||
| 3. Follow-up on auditors’ internal control recommendations | No objections |
(2) Summary of Communication During Audit Committee Meetings
| Date | Discussion Topics | Suggestions and Outcome |
|---|---|---|
| 2025.02.26 Audit Committee | 1. Report on the Audit Results of Group Companies for 2024 and Improvement of Identified Deficiencies | No objections |
| 2. January 2025 Audit Execution Report | No objections | |
| 3. Report on the 2024 Self-Assessment Results of Group Companies | No objections | |
2025.05.08 Audit Committee | 1. Audit execution report for February–March 2025 | No objections |
| 2. Q1 2025 subsidiary audit execution report | No objections | |
2025.08.07 Audit Committee | 1. Q2 2025 group audit execution report | No objections |
| 2. Q2 2025 subsidiary audit execution report | No objections | |
2025.9.05 Audit Committee | 1. July 2025 group audit execution report | No objections |
| 2. July 2025 subsidiary audit execution report | No objections | |
2025.11.06 Audit Committee | 1. Q3 2025 group audit execution report | No objections |
| 2. Q3 2025 subsidiary audit execution report | No objections | |
| 2025.12.23 Audit Committee | 1. October–November 2025 group audit execution report | No objections |
| 2. 2026 internal control audit plan | No objections |
(3) Based on the above audits and discussions regarding internal control systems and internal audit execution, communication between Edison Opto's independent directors and the internal audit manager was concluded to be effective.