I. Board of Director
(I) The operation of the board
1. In 2024 and 2025, a total of
14 board meetings were held. The attendance status of directors (including independent directors) is as follows:
In 2023 (the 9
th and 10
th term),
10 board meetings were held with director’s (including independent directors) participation status as below:
| Title |
Name |
Attendance in person (B) |
Attendance in proxy |
Actual attendance rate (%)
【B/A】 |
Note |
| Chairman |
Cheng, Hsi-Chien (representative of Ming An Investment Co., Ltd.) |
9 |
0 |
90% |
|
| Director |
Liu, An-Hao (representative of Yuan Hong Investment Co., Ltd.) |
10 |
0 |
100% |
|
| Director |
Lin, Jui-Chang (representative of Fu Yuan Investment Co., Ltd.) |
10 |
0 |
100% |
|
| Director |
Chou, I-Nan |
5 |
0 |
100% |
Newly elected directors during the General Shareholders’ Meeting on May 27, 2024. |
| Director |
Tu, Hsiao-Fen |
9 |
0 |
90% |
|
| Independent Director |
Hung, Li-Jung |
5 |
0 |
100% |
Resignation of director position at the General Shareholders’ Meeting on May 27, 2024. |
| Independent Director |
Wu, Ching-Tsai |
5 |
0 |
100% |
Newly elected directors during the General Shareholders’ Meeting on May 27, 2024. |
| Independent Director |
He, Yao-Hung |
10 |
0 |
100% |
|
| Independent Director |
Chang, Hsueh-Pim |
10 |
0 |
100% |
|
| Independent Director |
Chen, Yu-Lin |
5 |
0 |
100% |
Resignation of director position at the General Shareholders’ Meeting on May 27, 2024. |
In 2024 (the 10
th term),
4 board meetings were held with director’s (including independent directors) participation status as below:
| Title |
Name |
Attendance in person (B) |
Attendance in proxy |
Actual attendance rate (%)
【B/A】 |
Note |
| Chairman |
Cheng, Hsi-Chien (representative of Ming An Investment Co., Ltd.) |
4 |
0 |
100% |
|
| Director |
Liu, An-Hao (representative of Yuan Hong Investment Co., Ltd.) |
4 |
0 |
100% |
|
| Director |
Lin, Jui-Chang (representative of Fu Yuan Investment Co., Ltd.) |
4 |
0 |
100% |
|
| Director |
Chou, I-Nan |
4 |
0 |
100% |
|
| Director |
Tu, Hsiao-Fen |
3 |
0 |
75% |
|
| Independent Director |
Wu, Ching-Tsai |
4 |
0 |
100% |
|
| Independent Director |
He, Yao-Hung |
4 |
0 |
100% |
|
| Independent Director |
Chang, Hsueh-Pim |
4 |
0 |
100% |
|
2.Other matters should be reported:
(1) If the board meeting has any of the following situations, matters including date of the board meeting, term of the meeting, contents of the proposals, opinion expressed by all the independent directors and the Company’s response to independent directors:
①Matters stated in Article 14-3 of the Securities and Exchange Act: In accordance with Article 14-5 of the Securities and Exchange Act, the audit committee has been established, the provisions of Article 14-3 of the Securities and Exchange Act shall not apply. For related information, please refer “The Operation of the Audit Committee”.
②In addition to the aforementioned matters, other resolutions of the board of directors that have been objected or expressed a reserve opinion by independent directors and have records or written statements: None.
The 15
th Board Meeting of the 9
th Term (January 31, 2024)
| Important resolutions |
Independent directors' opinions |
The Company's handling of independent directors' opinions |
Execution status |
1.To approve the plan of 2023 H2 managers' performance bonus.
2.To approve the plan of managers' 2023 year-end bonus.
3.To approve the 2024 salary adjustment plan to managers.
4.Matters relating the singing of short-term financing plan by subsidiary, ADVANCED INTERNATIONAL MULTITECH (VIETNAM) Co., LTD.
5.Matters relating to the short-term financing contract signed by subsidiary, Launch Technologies Co., Ltd. |
None |
N/A |
Approved by all the presenting directors (include independents directors) |
The 16
th Board Meeting of the 9
th Term (February 20, 2024)
| Important resolutions |
Independent directors' opinions |
The Company's handling of independent directors' opinions |
Execution status |
1.OEM contract signed by subsidiary, ADVANCED INTERNATIONAL MULTITECH (VIETNAM) CORPORATION LTD.
2.Expansion of plant by subsidiary, ADVANCED INTERNATIONAL MULTITECH (VIETNAM) CORPORATION LTD. |
None |
N/A |
Approved by all the presenting directors (include independents directors) |
The 17
th Board Meeting of the 9
th Term (February 29, 2024)
| Important resolutions |
Independent directors' opinions |
The Company's handling of independent directors' opinions |
Execution status |
1.To approve the 2023 business report and financial reports.
2.The proposal of 2023 employee remuneration and director and supervisor’s remuneration distribution.
3.The 2023 earnings distribution proposal.
4.The proposal to distribute cash by capital surplus.
5.The 2023 “Assessment of the effectiveness of the internal control system” and the “Internal Control Statement”.
6.The proposal to provide loans of USD10,000 thousand to the Company’s 100% owned subsidiary, ADVANCED INTERNATIONAL MULTITECH (VIETNAM) CORPORATION LTD.
7.To amend partial articles of the Company’s “Operating procedures of Loaning Funds to Others”
8.To amend partial articles of the Company’s “Organizational Procedures of the Audit Committee”, “Payroll Cycle”, and “Production Cycle”.
9.To discuss the proposal regarding the Company’s General Manager, Chou I-Nan, to concurrently serve as the General Manager of subsidiary, Launch Technologies Co., Ltd., also the lifting of competition prohibition.
10.To lift competition restrictions on the Company’s newly elected directors and their representatives.
11.Assessment of the independence and suitability of the certified public accountants for the financial reports.
12.The appointment of certified accountants of the Company. |
None |
N/A |
Approved by all the presenting directors (include independents directors) |
The 18
th Board Meeting of the 9
th Term (April 15, 2024)
| Important resolutions |
Independent directors' opinions |
The Company's handling of independent directors' opinions |
Execution status |
1.The proposal to conduct share swap with Launch Technologies Co., Ltd. by issuing new shares to acquire 100% of Launch Technologies Co., Ltd. and the proposal to issue new shares to increase capital.
2.To amend partial articles of the Company’s “Operating Procedures of Loaning Funds to Others”. |
None |
N/A |
Approved by all the presenting directors (include independents directors) |
The 19
th Board Meeting of the 9
th Term (May 9, 2024)
| Important resolutions |
Independent directors' opinions |
The Company's handling of independent directors' opinions |
Execution status |
| 1.To discuss the Company’s 2024 Q1 financial report. |
None |
N/A |
Approved by all the presenting directors (include independents directors) |
The 2
nd Board Meeting of the 10
th Term (June 13, 2024)
| Important resolutions |
Independent directors' opinions |
The Company's handling of independent directors' opinions |
Execution status |
1.The plant expansion proposal of the Company’s subsidiary, ADVANCED INTERNATIONAL MULTITECH (VIETNAM) CORPORATION LTD.
2.The proposal of pre-approval of non-assurance services provided to the Company and its subsidiaries by certified public accounts, their firms, and firm’s affiliates. |
None |
N/A |
Approved by all the presenting directors (include independents directors) |
The 3
th Board Meeting of the 10
th Term (August 2, 2024)
| Important resolutions |
Independent directors' opinions |
The Company's handling of independent directors' opinions |
Execution status |
1The 3th Board Meeting of the 10th Term (August 2, 2024).
2.The proposal to extend fund loans to a subsidiary, ADVANCED INTERNATIONAL MULTITECH (VIETNAM) CO., LTD. in the amount of USD10,000 thousand.
3.To amend partial articles of the Company’s “Sales and Collection Cycle”, “Production Cycle”, “Management System and Budget Management Cycle”.
4.To change the share swap record day of the share conversion between the Company and Launch Technologies Co., Ltd. |
None |
N/A |
Approved by all the presenting directors (include independents directors) |
The 4
th Board Meeting of the 10
th Term (October 8, 2024)
| Important resolutions |
Independent directors' opinions |
The Company's handling of independent directors' opinions |
Execution status |
| 1.To change the share swap record day of the share conversion between the Company and Launch Technologies Co., Ltd. |
None |
N/A |
Approved by all the presenting directors (include independents directors) |
The 5th Board Meeting of the 10th Term (November 7, 2024)
| Important resolutions |
Independent directors' opinions |
The Company's handling of independent directors' opinions |
Execution status |
1.To approve 2024 Q3 Financial Reports.
2.To approve the 2025 audit plan.
3.To amend the Company’s “Internal Audit System and Implementation Rules”, add and amend partial articles of the Company’s “Management system and Budgetary Management Cycle”. |
None |
N/A |
Approved by all the presenting directors (include independents directors) |
The 6th Board Meeting of the 10th Term (January 16, 2025)
| Important resolutions |
Independent directors' opinions |
The Company's handling of independent directors' opinions |
Execution status |
1.To approve the plan of chairman and managers' 2024 year-end bonus.
2.To approve the plan of 2024 H2 managers' performance bonus.
3.To approve the 2025 salary adjustment plan to managers. |
None |
N/A |
Approved by all the presenting directors (include independents directors) |
The 7th Board Meeting of the 10th Term (February 27, 2025)
| Important resolutions |
Independent directors' opinions |
The Company's handling of independent directors' opinions |
Execution status |
1.To approve 2024 Business Report and Financial Reports.
2.To approve employees and directors remuneration of 2024.
3.To approve 2024 Earnings Distribution.
4.To approve the company's base date of issuing the third domestic unsecured convertible corporate bonds to transfer to common shares.
5.To approve the amendment of some clauses of Articles of Incorporation.
6.To approve 2024 Effectiveness Assessment of Internal Control System and Statement of Internal Control System.
7.To approve the amendment of some clauses of Sales and Collection Cycle, Payroll and Personnel Cycle, and Rules for remuneration of the Employee and Directors.
8.To approve the company's procedures for lending funds of USD10,000 thousand to (100% owned) subsidiary ADVANCED INTERNATIONAL
MULTITECH (VIETNAM) CORPORATION LTD.
9.To approve the convening of 2025 Annual Shareholders' Meeting.
10.To approve the independence and competence assessment of Certified Public Accountant.
11.To approve the appointment of Certified Public Accountant. |
None |
N/A |
Approved by all the presenting directors (include independents directors) |
The 8th Board Meeting of the 10th Term (May 9, 2025)
| Important resolutions |
Independent directors' opinions |
The Company's handling of independent directors' opinions |
Execution status |
1.To approve 2025 Q1 Financial Reports.
2.To approve the company's base date of issuing the third domestic unsecured convertible corporate bonds to transfer to common shares. |
None |
N/A |
Approved by all the presenting directors (include independents directors) |
The 9th Board Meeting of the 10th Term (August 4, 2025)
| Important resolutions |
Independent directors' opinions |
The Company's handling of independent directors' opinions |
Execution status |
1.To approve the company’s “Risk Management Policy and Procedures”.
2.To approve the company’s 2024 ESG report.
3.To approve the company’s 2025 Q2 Financial Reports.
4.To approve the 2024 remuneration plan to independent directors.
5.To approve the 2024 remuneration plan to directors (excluding Independent directors).
6.To approve the 2024 Remuneration Plan to Managers.
7.To approve the 2025 H1 performance bonus plan to managers.
8.To approve the 2025 salary adjustment plan to managers.
9.To approve the company's base date of issuing the third domestic unsecured convertible corporate bonds to transfer to common shares.
10.To approve the company's procedures for lending funds of USD5,000 thousand to (100% owned) subsidiary ADVANCED INTERNATIONAL
MULTITECH (VIETNAM) CORPORATION LTD. |
None |
N/A |
Approved by all the presenting directors (include independents directors) |
(2)The implementation to avoid motions with matters bearing on director’s personal interests. Name of director, contents of the motion, reasons to avoid conflicts of interests, and the voting situation.
The 15
th Board Meeting of the 9
th Term (January 31, 2024)
| Important resolutions |
Directors having conflict of interest situation, the reason to avoid the situation, and the voting situation |
1.To review the plan of 2023 2H managers’ performance bonus.
2.To review the plan of manager’s 2023 year-end bonus.
3.To review the 2024 salary adjustment plan to managers. |
Director Cheng Hsi-Chien, Liu An-Hao, Tu Hsiao-Fen, Chou, I-Nan and Kuo Yi-Miao, did not participate in the discussion and voting due to the concern of conflict of interest. Hence, the independent director, Hung, Li-Jung, was appointed to be the acting chair of the meeting. Audit, Yeh, Hsiu-Chun, temporary acted in to record. |
4.The Company’s 2024 operation plan.
5.To open accounts, make deposits and borrowings, and to apply for or renew quotas from financial institutions in order to meet the needs of banking and loan procedures and capital adjustments.
6.Matters relating to the short-term financing contract signed by subsidiary, ADVANCED INTERNATIONAL MULTITECH (VIETNAM) CO., LTD.
7.Matters relating to the short-term financing contract signed by subsidiary, Launch Technologies Co., Ltd.
8.The Company to add an additional proxy spokesperson. |
Liu, An-Hao, Vice Chairman and the representative of Yuan Hong Investment Co., Ltd.) had to leave the meeting due to another important meeting, and the following motions would not be discussed and voted on. |
The 16
th Board Meeting of the 9
th Term (February 29, 2024)
| Important resolutions |
Directors having conflict of interest situation, the reason to avoid the situation, and the voting situation |
| 1.To review the 2024 salary adjustment plan to managers. |
Director Cheng Hsi-Chien, Liu An-Hao, Tu Hsiao-Fen, Chou, I-Nan and Kuo Yi-Miao, did not participate in the discussion and voting due to the concern of conflict of interest. Hence, the independent director, Hung, Li-Jung, was appointed to be the acting chair of the meeting. Audit, Yeh, Hsiu-Chun, temporary acted in to record. |
The 2
nd Board Meeting of the 10
th Term (June 13, 2024)
| Important resolutions |
Directors having conflict of interest situation, the reason to avoid the situation, and the voting situation |
| 1.The appointment of the 6th term Remuneration Committee members. |
Independent directors, Wu, Ching-Tsai, Chang, Hsueh-Pin, and He, Yao-Hung, did not participate in the discussion due to the concern of conflict of interest. |
The 3
rd Board Meeting of the 10
th Term (August 2, 2024)
| Important resolutions |
Directors having conflict of interest situation, the reason to avoid the situation, and the voting situation |
| 1.The 2023 Remuneration Plan to Independent Directors. |
Independent directors, He Yao-Hung and Chang Hsueh-Pin, refrained from participating in the discussion and voting due to the concern of conflict of interest. |
| 2.The 2023 Remuneration Plan to Directors (excluding Independent Directors). |
Director, Cheng Hsi-Chien, Liu An-Hao, Tu Hsiao-Fen, and Lin Jui-Chang, refrained from participating in the discussion and voting due to the concern of conflict of interest. Hence, the independent director, Wu, Ching-Tsai, was appointed to be the acting chair in the meeting. |
| 3.The 2024 salary adjustment plan to managers. |
Director, Cheng Hsi-Chien, Liu An-Hao, Tu Hsiao-Fen, Chou I-Nan and manager, Kuo Yi-Miao, refrained from participating in the discussion and voting due to the concern of conflict of interest. Hence, the independent director, Wu, Ching-Tsai, was appointed to be the acting chair in the meeting. |
4.The 2023 Remuneration Plan to managers and employees.
5.The proposed distribution of 2024 first half performance bonus for managers.
6.The 2024 bonus distribution to managers. |
Managers, Liu An-Hao, Tu Hsiao-Fen, Chou I-Nan, and Kuo Yi-Miao, refrained from participating in the discussion and voting due to the concern of conflict of interest. |
The 6
rd Board Meeting of the 10
th Term (January 16, 2025)
| Important resolutions |
Directors having conflict of interest situation, the reason to avoid the situation, and the voting situation |
| 1.To review the plan of manager’s 2024 year-end bonus. |
Chairman, Cheng Hsi-Chien, and Managers, Liu An-Hao, Tu Hsiao-Fen, Chou I-Nan and Kuo Yi-Miao, refrained from participating in the discussion and voting due to the concern of conflict of interest. Hence, the independent director, Wu, Ching-Tsai, was appointed to be the acting chair in the meeting. Audit, Yeh, Hsiu-Chun, temporary acted in to record. |
2.To review the plan of 2024 2H managers’ performance bonus.
3.To review the 2025 salary adjustment plan to managers. |
Managers, Liu An-Hao, Tu Hsiao-Fen, Chou I-Nan and Kuo Yi-Miao, refrained from participating in the discussion and voting due to the concern of conflict of interest. Hence, the independent director, Wu, Ching-Tsai, was appointed to be the acting chair in the meeting. Audit, Yeh, Hsiu-Chun, temporary acted in to record. |
The 9
rd Board Meeting of the 10
th Term (August 4, 2025)
| Important resolutions |
Directors having conflict of interest situation, the reason to avoid the situation, and the voting situation |
| 1.The 2024 Remuneration Plan to Independent Directors. |
Independent directors, Wu, Ching-Tsai, Chang Hsueh-Pin and He Yao-Hung, refrained from participating in the discussion and voting due to the concern of conflict of interest |
| 2.The 2024 Remuneration Plan to Directors (excluding Independent Directors). |
Directors, Cheng Hsi-Chien, Liu An-Hao, Chou I-Nan, and Tu Hsiao-Fen, refrained from participating in the discussion and voting due to the concern of conflict of interest. Hence, the independent director, Wu, Ching-Tsai, was appointed to be the acting chair in the meeting. |
3.The 2024 Remuneration Plan to managers and employees.
4.The proposed distribution of 2025 first half performance bonus for managers.
5.The 2025 bonus distribution to managers |
Directors, Liu An-Hao, Chou I-Nan, and Tu Hsiao-Fen, and Manager Kuo Yi-Miao, refrained from participating in the discussion and voting due to the concern of conflict of interest. Hence, the independent director, Wu, Ching-Tsai, was appointed to be the acting chair in the meeting. Audit, Yeh, Hsiu-Chun, temporary acted in to record. |
(3) Trading Restriction During Financial Statement Blackout Periods for 2024 and 2025
To strengthen corporate governance and prevent insider trading, the Board of Directors approved the amendment to the “Procedures for Handling Material Inside Information” on May 9, 2023. The amendment includes Article 5, which sets forth rules regarding insider transactions of company stock.
Insiders who become aware of material information that could significantly impact the company’s stock price must not buy or sell the company’s listed shares or other equity-related securities (whether in their own name or through others) from the time the information becomes clear until 18 hours after it is publicly disclosed.
The company directors are also prohibited from trading company stock during the blackout periods: 30 days prior to the annual financial report announcement and 15 days prior to each quarterly financial report announcement.
Advanced Group’s compliance announcement for 2024 and 2025：
| Date of the Board Meeting |
Scope of the Financial Statements Announced |
Prohibited Trading Period for Company Stock |
Date of Email Notification Issuance |
| 2024/02/29 |
2023Q4 |
2024/11/30~2024/12/29 |
2024/01/24 |
| 2024/05/09 |
2024Q1 |
2024/04/24~2024/05/09 |
2024/04/18 |
| 2024/08/02 |
2024Q2 |
2024/07/18~2024/08/02 |
2024/07/12 |
| 2024/11/07 |
2024Q3 |
2024/10/23~2024/11/07 |
2024/10/17 |
| 2025/02/27 |
2024Q4 |
2025/01/27~2025/02/27 |
2025/01/20 |
| 2025/05/09 |
2025Q1 |
2025/04/24~2025/05/09 |
2025/04/18 |
| 2025/08/04 |
2025Q2 |
2025/07/20~2025/08/04 |
2025/07/10 |
II. Functional Committe
(I) Information on Remuneration and Audit Committee Members
| Name |
Remuneration Committee |
Audit Committee |
Professional Qualification and Experiences |
Status of Independency |
Number of other public companies where the individual concurrently serves as a member of the Remuneration Committee or Audit Committee |
Hung, Li-Jung
(Convener of the 5th Remuneration Committee and the 1st Audit Committee)
(Note: Has resigned) |
V |
V |
‧The director is a professional and technical personnel who possesses a national qualified CPA certificate.
‧The director graduated from National Cheng Kung University, School of Management, Dept. Of Accountancy, and once was a partner in PwC Taiwan.
‧Also serves as Independent Director of Eternal Materials Co., Ltd. and Kuen Ling Machinery Refrigerating Co. Ltd. as well as a member of the Remuneration Committee and Audit Committee.
‧The Director himself does not have any of the circumstances stated in Article 30 of the Company Act.
|
‧The independent director herself, spouse and relative within 2nd degree (or under other’s name) does not hold the Company’s shares and is not a director, supervisor or employee of the Company’s affiliates or of enterprises with special relationship with the Company.
‧The independent director, in the latest 2 years, did not receive remunerations from the Company or from the Company’s affiliates for providing commerce, legal, financial, or accounting services. |
2 |
He, Yao-Hung
(Member of the 6th Remuneration Committee and the 2nd Audit Committee)) |
V |
V |
‧The director has more than 20 years of work experience required for corporate operations, as well as experience in business and finance.
‧The director graduated from the Ohio State University with a master’s degree in industrial and system engineering, once was a partner and Executive Vice President in KPMG Taiwan.
‧The director concurrently is an independent director of Leadtek Research Inc. and the convenor of Leadtek’s Audit and Remuneration Committee, the General Manager of ETP Leadership Coach Consulting Ltd. Company
‧The Director himself does not have any of the circumstances stated in Article 30 of the Company Act. |
‧The independent director herself, spouse and relative within 2nd degree (or under other’s name) does not hold the Company’s shares and is not a director, supervisor or employee of the Company’s affiliates or of enterprises with special relationship with the Company.
‧The independent director, in the latest 2 years, did not receive remunerations from the Company or from the Company’s affiliates for providing commerce, legal, financial, or accounting services. |
2 |
Chang, Hsueh-Pin
(Member of the 6th Remuneration Committee and the 2nd Audit Committee) |
V |
V |
‧The director has more than 20 years of work experience required for corporate operations and holds qualifications as a lecturer or above at a private college or university in a related field.
‧The director holds a PhD in Mechanics and Aeronautics from Cornell University and was a full-time lecturer in Kao Yuan University, College of Information Management.
‧The director concurrently is an independent director and a committee member in the Audit and Remuneration Committee in China Steel Corporation and HIWIN MIKROSYSTEM CORP.
‧The Director himself does not have any of the circumstances stated in Article 30 of the Company Act. |
‧The independent director herself, spouse and relative within 2nd degree (or under other’s name) does not hold the Company’s shares and is not a director, supervisor or employee of the Company’s affiliates or of enterprises with special relationship with the Company.
‧The independent director, in the latest 2 years, did not receive remunerations from the Company or from the Company’s affiliates for providing commerce, legal, financial, or accounting services. |
1 |
Chen, Yu-Lin
(Member of the 5th Remuneration Committee and the 1st Audit Committee)
(Note: Has resigned) |
|
V |
‧The director Has more than 20 years of relevant experience in corporate operations and also graduated from the University of Kentucky with a PhD in Metallurgy and Materials Engineering, and once was an independent director of Wafer Works Photoelectric Corporation, chief engineer in Johnson Controls International at US battery headquarter, and the senior scientist of the GM Automotive US battery headquarter and aircraft engine headquarter.
‧The Director himself does not have any of the circumstances stated in Article 30 of the Company Act. |
‧The independent director herself, spouse and relative within 2nd degree (or under other’s name) does not hold the Company’s shares and is not a director, supervisor or employee of the Company’s affiliates or of enterprises with special relationship with the Company.
‧The independent director, in the latest 2 years, did not receive remunerations from the Company or from the Company’s affiliates for providing commerce, legal, financial, or accounting services. |
None |
Wu, Ching-Tsai
(Convener of the 6th Remuneration Committee and the 2nd Audit Committee) |
V |
V |
‧The director graduated from City University of New York and possesses a Ph.D. degree in Accountancy. He once served as Professor and Director of the Department of Accounting and Graduate School of Accounting, Director of the Graduate School of Finance and Economics, and Acting Chair of the Department of Economics at National Cheng Kung University.
‧The director concurrently is a supervisor in Fooyin University and a distinguished professor and visiting professor in Asia University.
‧The Director himself does not have any of the circumstances stated in Article 30 of the Company Act. |
‧The independent director herself, spouse and relative within 2nd degree (or under other’s name) does not hold the Company’s shares and is not a director, supervisor or employee of the Company’s affiliates or of enterprises with special relationship with the Company.
‧The independent director, in the latest 2 years, did not receive remunerations from the Company or from the Company’s affiliates for providing commerce, legal, financial, or accounting services. |
1 |
II. The Rights and Responsibilities of Audit Committee
The operation of the audit committee is to supervise the fair expression of the Company's financial statements, the appointment (dismissal) of certified accountants, as well as the evaluation on accountant’s independency and performance, the effective implementation of the Company's internal control, law compliance, and the management and control of the Company’s existing and potential risks.
The Company set up the Audit Committee on November 26, 2021.
The Company's audit committee has a total of 3 members, composed of all the independent directors and Mr. Wu, Ching-Tsai serves as the convener and meeting chairperson.
The Audit Committee holds at least one regular meeting each quarter and operates in accordance with the company’s Audit Committee Charter.
1. The operation of Audit Committee
(1) In 2024 and 2025, a total of 11 audit committee meetings were held.
In 2024 the Audit Committee organized (The 1st term and 2nd term) 8 meetings (A), and the participation situation of independent directors as below:
| Title |
Name |
Attendance in person(B) |
Attendance in proxy |
Actual attendance rate (%) 【B/A】 |
Note |
| Convener |
Hung,
Li-Jung |
4 |
0 |
100% |
Dismissal after re-election at the General Shareholders’ Meeting on May 27, 2024. (Should attend 4 meetings in 2024.) |
| Convener |
Wu,
Ching-Tsai |
4 |
0 |
100% |
Newly after re-election at the General Shareholders’ Meeting on May 27, 2024. (Should attend 4 meetings in 2024.) |
| Member |
He,
Yao-Hung |
8 |
0 |
100 |
|
| Member |
Chang,
Hsueh-Pin |
8 |
0 |
100 |
|
| Member |
Chen,
Yu-Lin |
4 |
0 |
100% |
Dismissal after re-election at the General Shareholders’ Meeting on May 27, 2024. (Should attend 4 meetings in 2024.) |
In 2025 the Audit Committee organized (The 2nd term) 3 meetings (A), and the participation situation of independent directors as below:
| Title |
Name |
Attendance in person(B) |
Attendance in proxy |
Actual attendance rate (%) 【B/A】 |
Note |
| Convener |
Wu,
Ching-Tsai |
3 |
0 |
100 |
|
| Member |
He,
Yao-Hung |
3 |
0 |
100 |
|
| Member |
Chang,
Hsueh-Pin |
3 |
0 |
100 |
|
(2)Other matters shall be recorded:
①Should the operation of audit committee have any of the following situation, matters including the date of the meeting, the period, content of the motion, independent director’s objections, reservations, or major recommendations, the results of the Audit Committee’s resolutions, and how the Company’s reacts to audit committee’s opinions should be recorded.
A. The matters set up in Article 14-5 of the Securities and Exchange Act.
B. In addition to aforementioned matters, any other matters that have not approved by the Audit Committee but are resolved by more than two-third of the board members: None.
13
th Meeting of the 1
st term of Audit Committee (February 20, 2024)
| Important resolutions |
Results of Audit Committee Resolutions |
The Company’s response to Audit Committee’s suggestions |
1.OEM contract signed by the Company’s subsidiary, ADVANCED INTERNATIONAL MULTITECH (VIETNAM) CORPORATION LTD.
2.Factory expansion of the Company’s subsidiary, ADVANCED INTERNATIONAL MULTITECH (VIETNAM) CORPORATION. |
Approved by all the members in the Audit Committee |
全體出席董事同意照案通過 |
14
th Meeting of the 1
st term of Audit Committee (February 29, 2024)
| Important resolutions |
Results of Audit Committee Resolutions |
The Company’s response to Audit Committee’s suggestions |
1.The report of 2023 Business Report and Financial Reports.
2.The 2023 earnings distribution proposal.
3.The proposal to distribute cash by capital surplus.
4.The 2023 “Assessment of the effectiveness of the internal control system” and the “Internal Control Statement”.
5.The proposal to provide loans of USD10,000 thousand to the Company’s 100% owned subsidiary, ADVANCED INTERNATIONAL MULTITECH (VIETNAM) CORPORATION LTD.
6.To amend partial articles of the Company’s “Operating procedures of Loani
7.To amend partial articles of the Company’s “Organizational Procedures of the Audit Committee”, “Payroll Cycle”, and “Production Cycle”.
8.The independence and competence assessment of certified Public Accountant.
9.The appointment of Certified Public Accountant. |
Approved by all the members in the Audit Committee |
Approved by all the presenting directors |
15
th Meeting of the 1
st term of the Audit Committee (April 15, 2024)
| Important resolutions |
Results of Audit Committee Resolutions |
The Company’s response to Audit Committee’s suggestions |
1.The proposal to conduct share swap with Launch Technologies Co., Ltd. by issuing new shares to acquire 100% of Launch Technologies Co., Ltd. and the proposal to issue new shares to increase capital.
2.To amend partial articles of the Company’s “Operating Procedures of Loaning Funds to Others”. |
Approved by all the members in the Audit Committee |
Approved by all the presenting directors |
16
th Meeting of the 1
st term of the Audit Committee (May 9, 2024)
| Important resolutions |
Results of Audit Committee Resolutions |
The Company’s response to Audit Committee’s suggestions |
| 1.The report of the 2024 Q1 financial statements. |
Approved by all the members in the Audit Committee |
Approved by all the presenting directors |
1
st Meeting of the 2
nd term of the Audit Committee (June 13, 2024)
| Important resolutions |
Results of Audit Committee Resolutions |
The Company’s response to Audit Committee’s suggestions |
1.The factory expansion project of the Company’s subsidiary, ADVANCED INTERNATIONAL MULTITECH (VIETNAM) CORPORATION LTD.
2.Proposal of the pre-approval of the provision of non-assurance services to the Company and its subsidiaries by the certified public accountants, their firm and their firm’s affiliates. |
Approved by all the members in the Audit Committee |
Approved by all the presenting directors |
2
nd Meeting of the 2
nd term of the Audit Committee (August 2, 2024)
| Important resolutions |
Results of Audit Committee Resolutions |
The Company’s response to Audit Committee’s suggestions |
1.2nd Meeting of the 2nd term of the Audit Committee (August 2, 2024)
2.The proposal to extend the term of fund of USD10,000 thousand that was loaned to subsidiary ADVANCED INTERNATIONAL MULTITECH (VIETNAM) CO., LTD.
3.Partial amendments of the Company’s “Sales and Collection Cycle”, “Production Cycle”, “Management System and Budget Management Cycle”.
4.The proposal to change the record date of the share-swap project with Launch Technologies Co., Ltd. |
Approved by all the members in the Audit Committee |
Approved by all the presenting directors |
3
rd Meeting of the 2
nd term of the Audit Committee (October 8, 2024)
| Important resolutions |
Results of Audit Committee Resolutions |
The Company’s response to Audit Committee’s suggestions |
| 1.The proposal to change the record date of the share-swap project with Launch Technologies Co., Ltd. |
Approved by all the members in the Audit Committee |
Approved by all the presenting directors |
4
th Meeting of the 2
nd term of the Audit Committee (November 7, 2024)
| Important resolutions |
Results of Audit Committee Resolutions |
The Company’s response to Audit Committee’s suggestions |
1.The 2024 Q3 financial reports.
2.The 2025 Audit Plans.
3.The proposal to amend the Company’s “Internal Audit System and the Implementation Manners”, and to establish and modify the Company’s “Management System and Budget Management Cycle”. |
Approved by all the members in the Audit Committee |
Approved by all the presenting directors |
5
th Meeting of the 2
nd term of the Audit Committee (February 27, 2024)
| Important resolutions |
Results of Audit Committee Resolutions |
The Company’s response to Audit Committee’s suggestions |
1.The 2024 Business Report and Financial Reports.
2.The 2024 Earnings Distribution.
3.The company's base date of issuing the third domestic unsecured convertible corporate bonds to transfer to common shares.
4.The 2024 Effectiveness Assessment of Internal Control System and Statement of Internal Control System.
5.The amendment of some clauses of Sales and Collection Cycle, Payroll and Personnel Cycle, and Rules for remuneration of the Employee and Directors.
6.The company's procedures for lending funds of USD10,000 thousand to (100% owned) subsidiary ADVANCED INTERNATIONAL MULTITECH (VIETNAM) CORPORATION LTD.
7.The independence and competence assessment of certified Public Accountant.
8.The appointment of Certified Public Accountant. |
Approved by all the members in the Audit Committee |
Approved by all the presenting directors |
6
th Meeting of the 2
nd term of the Audit Committee (May 9, 2024)
| Important resolutions |
Results of Audit Committee Resolutions |
The Company’s response to Audit Committee’s suggestions |
1.The 2025 Q1 Financial Reports.
2.The company's base date of issuing the third domestic unsecured convertible corporate bonds to transfer to common shares. |
Approved by all the members in the Audit Committee |
Approved by all the presenting directors |
7
th Meeting of the 2
nd term of the Audit Committee (August 4, 2024)
| Important resolutions |
Results of Audit Committee Resolutions |
The Company’s response to Audit Committee’s suggestions |
1.The company’s “Risk Management Policy and Procedures”.
2.The company’s 2025 Q2 Financial Reports.
3.The company's base date of issuing the third domestic unsecured convertible corporate bonds to transfer to common shares.
4.The company's procedures for lending funds of USD5,000 thousand to (100% owned) subsidiary ADVANCED INTERNATIONAL MULTITECH (VIETNAM) CORPORATION LTD. |
Approved by all the members in the Audit Committee |
Approved by all the presenting directors |
②The implementation to avoid motions with matters bearing on independent director’s personal interests. Name of independent director, contents of the motion, reasons to avoid conflicts of interests, and the voting situation: none.
III. The Rights and Responsibilities of Remuneration Committee
The Committee should faithfully perform the following functions and powers with the attention of a good manager and submit suggestions to the board of directors for discussion.
- Formulate and regularly review the policies, systems, standards and structures of directors and managers' performance evaluation and remunerations.
- Regularly evaluate and determine the remuneration of directors and managers.
The Company has set up Remuneration Committee on December 08, 2011, the remuneration committee has a total of 3 members, composed of all the independent directors and Mr. Wu, Ching-Tsai serves as the convener and meeting chairperson.
The Remuneration Committee holds at least three times regular meeting each year and operates in accordance with the company’s Remuneration Committee Charter.
1. The operation of Remuneration Committee
(1) In 2024 and 2025, a total of 6 remuneration committee meetings were held.
In 2024 the Remuneration Committee organized (The 5nd and 6nd term) 3 meetings (A), and the participation situation of independent directors as below:
| Title |
Name |
Attendance in person (B) |
Attendance by proxy |
Actual attendance rate (%)(B/A) |
Note |
| Convener |
Hung,
Li-Jung |
2 |
0 |
100% |
Dismissal after re-election by the Board of Directors on May 27, 2024. (Should attend 2 meetings in 2024.) |
| Convener |
Wu,
Ching-Tsai |
1 |
0 |
100% |
Newly appointed by the Board of Directors on June 13, 2024. (Should attend 1 meeting in 2024) |
| member |
Chang,
Hsueh-Pin |
3 |
0 |
100% |
|
| member |
He,
Yao-Hung |
3 |
0 |
100% |
|
In 2025 the Remuneration Committee organized (The 6nd term) 3 meetings (A), and the participation situation of independent directors as below:
| Title |
Title |
Attendance in person (B) |
Attendance by proxy |
Actual attendance rate (%)(B/A) |
Note |
| Convener |
Wu,
Ching-Tsai |
3 |
0 |
100% |
|
| member |
Chang,
Hsueh-Pin |
3 |
0 |
100% |
|
| member |
He,
Yao-Hung |
3 |
0 |
100% |
|
(2) Other matters that should be recorded:
①1If the Board of Directors do not accept or intent to modify suggestions made by the Remuneration Committee, then date of Board of Director’s Meeting, term, content of the motion, resolutions, and response to the suggestions made by the members of Remuneration Committee should also be addressed (If the remuneration proposal approved by the Board of Directors is better than the proposal suggested by the Remuneration Committee, the divergence and the reason should also be addressed): None.
②For motions that are determined by the Remuneration Committee, if committee members hold objective or withholding comments and such comments are recorded or taken down as written statement, then date of the meeting of Remuneration Committee, term, content of motions, all committee members’ opinions and the reactions to the suggestions should also be addressed: None.
③Date, period, content of proposals, resolution results, and the Company’s response to opinions expressed by the Remuneration Committee in meetings of the current year.
7
th Meeting of the 5
th Term (January 31, 2024)
| Important resolutions |
Result |
1.To review the plan of 2023 H2 managers' performance bonus.
2.To review the plan of managers' 2023 year-end bonus.
3.To review the 2024 salary adjustment plan to managers. |
The Remuneration Committee unanimously approved the resolution and will submit it to the Board of Directors for discussion. |
| The Company’s Board of Directors response to opinion expressed by the Remuneration Committee: upon submission to the board meeting, proposals are approved by all the presenting directors. |
8
th Meeting of the 5
th Term (February 29, 2024)
| Important resolutions |
Result |
1.To review employees and directors remuneration of 2023.
2.To review the 2024 salary adjustment plan to managers. |
The Remuneration Committee unanimously approved the resolution and will submit it to the Board of Directors for discussion. |
| The Company’s Board of Directors response to opinion expressed by the Remuneration Committee: upon submission to the board meeting, proposals are approved by all the presenting directors. |
1
st Meeting of the 6
th Term (August 2, 2024)
| Important resolutions |
Result |
1.To review the 2023 remuneration plan to directors.
2.To review the 2023 remuneration plan to directors - only Chang,
Hsueh-Pin.
3.To review the 2023 Remuneration Plan to Managers.
4.To review the 2024 H1 performance bonus plan to managers.
5.To review the 2024 salary adjustment plan to managers.
6.To review the 2024 bonus plan to managers. |
The Remuneration Committee unanimously approved the resolution and will submit it to the Board of Directors for discussion. |
| The Company’s Board of Directors response to opinion expressed by the Remuneration Committee: upon submission to the board meeting, proposals are approved by all the presenting directors. |
2nd Meeting of the 6th Term (January 16, 2025)
| Important resolutions |
Result |
1.To review the plan of chairman and managers' 2024 year-end bonus.
2.To review the plan of 2024 H2 managers' performance bonus.
3.To review the 2025 salary adjustment plan to managers. |
The Remuneration Committee unanimously approved the resolution and will submit it to the Board of Directors for discussion. |
| The Company’s Board of Directors response to opinion expressed by the Remuneration Committee: upon submission to the board meeting, proposals are approved by all the presenting directors. |
3
rd Meeting of the 6
th Term (February 27, 2025)
| Important resolutions |
Result |
1.To review the amendment of some clauses of Rules for remuneration of the Employee and Directors.
2.To review employees and directors remuneration of 2024. |
The Remuneration Committee unanimously approved the resolution and will submit it to the Board of Directors for discussion. |
| The Company’s Board of Directors response to opinion expressed by the Remuneration Committee: upon submission to the board meeting, proposals are approved by all the presenting directors. |
4
th Meeting of the 6
th Term (August 4, 2025)
| Important resolutions |
Result |
1.To review the 2024 remuneration plan to directors.
2.To review the 2024 remuneration plan to directors – only Chang,
Hsueh-Pin.
3.To review the 2024 remuneration plan to directors – only Wu,
Ching-Tsai.
4.To review the 2024 Remuneration Plan to Managers.
5.To review the 2025 H1 performance bonus plan to managers.
6.To review the 2025 salary adjustment plan to managers. |
The Remuneration Committee unanimously approved the resolution and will submit it to the Board of Directors for discussion. |
| The Company’s Board of Directors response to opinion expressed by the Remuneration Committee: upon submission to the board meeting, proposals are approved by all the presenting director |
III. The communication of independent directors with internal audit superintendents and accountants (should disclose the major matters, methods and results of communication in light of the Company's financial and business conditions, etc.)
(I) Explanation of Communication Details：
1.The certified accountants of the Company report the quarterly financial statement review or review results and other communication matters required by relevant laws and regulations in the quarterly meetings. If there are special circumstances, they will also report to the independent directors immediately.
The communications between the Company’s independent directors and certified accountants are good.
2. The internal audit superintendent of the Company regularly communicates the results of the audit report with the independent directors and makes an internal audit report in the board of directors every quarter. If there is any special situation, it will also report to the independent directors immediately.
The communications between the Company’s independent directors and internal audit superintendent are good.
(II) Summary of communications between independent director and certified accountants in two years:
| Date (m/d/y) |
Communication Matters |
The Company’s response |
| 02/29/2024 |
(1) The accountants explained and discussed In light of 2023 mother company only and consolidated financial reports, key audit items, application of some accounting principles and the impact of newly revised laws and regulations.
(2) The accountants communicated with the governance unit on the completion stage of the audit.
(3) The accountants discussed and communicated on matters submitted by participants. |
No opinion in the meeting |
| 04/15/2024 |
(1)The Company plans to issue new shares for a share-swap project to acquire 100% equities of Launch Technologies Co., Ltd. and the proposal to issue new shares to increase capital.
(2)Discussed and communicated on matters submitted by participants. |
No opinion in the meeting |
| 05/09/2024 |
(1)The accountants explained and discussed In light of 2024 Q1 consolidated financial reports.
(2)The accountants communicated with the governance unit on the completion stage of the audit.
(3) The accountants discussed and communicated on matters submitted by participants. |
No opinion in the meeting |
| 08/02/2024 |
(1)The accountants explained and discussed In light of 2024 Q2 consolidated financial reports.
(2)The accountants communicated with the governance unit on the completion stage of the audit
(3)The accountants discussed and communicated on matters submitted by participants. |
No opinion in the meeting |
| 11/07/2024 |
(1)The accountants explained and discussed In light of 2024 Q3 consolidated financial reports.
(2)The accountants communicated with the governance unit on the completion stage of the audit.
(3)The accountants discussed and communicated on matters submitted by participants. |
No opinion in the meeting |
| 02/27/2025 |
(1)The accountants explained and discussed In light of 2024 mother company only and consolidated financial reports, key audit items, application of some accounting principles and the impact of newly revised laws and regulations.
(2)The accountants communicated with the governance unit on the completion stage of the audit.
(3)The accountants discussed and communicated on matters submitted by participants. |
No opinion in the meeting |
| 05/09/2025 |
(1)The accountants explained and discussed In light of 2025 Q2 consolidated financial reports.
(2)The accountants communicated with the governance unit on the completion stage of the audit
(3)The accountants discussed and communicated on matters submitted by participants. |
No opinion in the meeting |
| 08/04/2025 |
(1)The accountants explained and discussed In light of 2025 Q2 consolidated financial reports.
(2)The accountants communicated with the governance unit on the completion stage of the audit.
(3)The accountants discussed and communicated on matters submitted by participants. |
No opinion in the meeting |
(III) Summary of communications between independent director and internal audit superintendent in two year::
| Date (m/d/y) |
Communication Matters |
The Company’s response |
| 02/29/2024 |
(1)Internal audit report for the period of October to December 2023.
(2)Discussion and communications on matters submitted by meeting participants |
No opinion in the meeting |
| 05/09/2024 |
(1)Internal audit report for the period of January to March 2024.
(2)Discussion and communications on matters submitted by meeting participants. |
No opinion in the meeting |
| 08/02/2024 |
(1)Internal audit report for the period of April to June 2024.
(2)Discussion and communications on matters submitted by meeting participants. |
No opinion in the meeting |
| 11/07/2024 |
(1)1. Internal audit report for the period of July to September 2024.
(2)Discussion and communications on matters submitted by meeting participants. |
No opinion in the meeting |
| 02/27/2025 |
(1)Internal audit report for the period of October to December 2024.
(2)Discussion and communications on matters submitted by meeting participants. |
No opinion in the meeting |
| 05/09/2025 |
(1)Internal audit report for the period of January to March 2025.
(2)Discussion and communications on matters submitted by meeting participants. |
No opinion in the meeting |
| 08/04/2025 |
(1)Internal audit report for the period of April to June 2025.
(2Discussion and communications on matters submitted by meeting participants. |
No opinion in the meeting |
| 11/07/2025 |
(1)Internal audit report for the period of July to September 2025.
(2)Discussion and communications on matters submitted by meeting participants. |
No opinion in the meeting |