Corporate Governance

Audit Committee

Audit Committee Members：

Title	Name	Professional Qualifications and Experience	Independence Status	Number of Other Public Companies Where Serving on Audit Committee
Independent Director/Convener	Yen Wen-Pi	More than 5 years of experience in business, legal, financial, or corporate affairs. Currently serving as an Independent Director at Huayang Precision Machinery Co., Ltd. Has no involvement in any circumstances specified under Article 30 of the Company Act.	Meets Independence Criteria as Follows: Neither I, my spouse, nor any of my relatives within the second degree of kinship hold any positions as directors, supervisors, or employees of the company or its affiliates. Neither I, my spouse, nor any of my relatives within the second degree of kinship (or using another person’s name) hold any shares in the company. I have not served as a director, supervisor, or employee of any company with a specific relationship to the company (as stipulated in Articles 5 through 8 of Paragraph 1, Article 3 of the Regulations on the Appointment and Responsibilities of Independent Directors in Publicly Listed Companies). I have not received any remuneration for providing business, legal, financial, accounting, or other services to the company or its affiliates within the last two years.	1
Independent Director	Hu Sheng-Yi	More than 5 years of experience in business, legal, financial, or corporate affairs. Currently serving as the Director of the Industrial Finance Department at the Taiwan Institute of Economic Research and an Adjunct Associate Professor at the Department of Business Administration, Tunghai University. Has no involvement in any circumstances specified under Article 30 of the Company Act.		0
Independent Director	Hsu Ming-Hsien	More than 5 years of experience in business, legal, financial, or corporate affairs. Currently serving as the CEO of Nan Pao Resin Chemical Co., Ltd. Has no involvement in any circumstances specified under Article 30 of the Company Act.		0

Audit Committee Responsibilities:

Establishing or amending internal controls per Article 14-1 of the Securities and Exchange Act.
Assessing internal control effectiveness.
Establishing or amending procedures for significant financial activities per Article 36-1 of the Securities and Exchange Act.
Handling directors’ conflicts of interest.
Reviewing major asset or derivatives transactions.
Approving major fund lending, endorsements, or guarantees.
Issuing or privately placing equity-related securities.
Appointing, dismissing, or setting CPA remuneration.
Appointing or dismissing heads of finance, accounting, or internal audit.
Reviewing annual and Q2 financial reports (Q2 requires CPA audit).
Other significant matters per regulations. Resolutions require approval by over half of the committee, with submission to the Board, except for the 10th item, which may proceed with over two-thirds board approval if not approved by the committee.

Internal Performance Evaluation:

Period	Method	Content	Results	Reported to Board
112.01.01 ~ 112.12.31	Internal Self-Evaluation	The company's Audit Committee conducts an internal self-assessment covering the following five key areas: The level of involvement in the company’s operations Enhancement of the Audit Committee's understanding of its responsibilities Decision-making quality of the Audit Committee Composition and selection of Committee members Internal controls	The overall performance self-assessment score for the Audit Committee is 4.48 out of 5, indicating good results and demonstrating the effectiveness of the company's efforts to enhance the Audit Committee's performance.	113.04.30

The self-evaluation of the Audit Committee for 2023 scored between 5 ("Excellent/Strongly Agree") and 4 ("Good/Agree"), with strong agreement on most evaluation criteria. The Audit Committee's performance was effective, met corporate governance standards, and strengthened the board's functions while protecting shareholder rights.

Audit Committee’s Key Focus and Operations in 2023
Annual Work Focus Summary: The Audit Committee of the company is composed of three independent directors. The committee's primary role is to assist the board of directors in overseeing the quality and integrity of the company’s accounting, auditing, financial reporting processes, and financial controls.
In 2023, the Audit Committee held two meetings, discussing the following key matters:

Establishment or amendment of the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
Evaluation of the effectiveness of the internal control system.
Establishment or amendment of procedures for major financial transactions, including the acquisition or disposal of assets, engaging in derivative transactions, lending funds to others, and providing endorsements or guarantees, as required under Article 36-1 of the Securities and Exchange Act.
Matters involving the personal interest of directors.
Appointment or dismissal of the financial, accounting, or internal audit executives.
Other significant matters as prescribed by the company or regulatory authorities.

Attendance:

Title	Name	Actual Attendance (B)	Proxy Attendance	Required Attendance (A)	Attendance Rate (B/A)
Convener	Yen Wen-Pi	2	0	2	100%
Member	Hu Sheng-Yi	2	0	2	100%
Member	Hsu Ming-Hsien	2	0	2	100%

Other Matters to be Disclosed:
If any of the following circumstances occur during the operation of the Audit Committee, the meeting date, session, agenda content, the Audit Committee's resolution, and the company’s handling of the Audit Committee's opinions should be stated.
Matters listed under Article 14-5 of the Securities and Exchange Act:

Meeting Session and Date	Agenda Item	Audit Committee Resolution	Independent Director Recommendations	Company’s Response to Audit Committee Recommendations
1st Session, 2nd Meeting, November 17, 2023	Appointment of the Convenor of the 1st Audit Committee.	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
	Establishment of the subsidiary Power Fiber Optics Inc. to execute a reverse triangular merger with Lightel US, and appointment of a proxy.	Unanimously approved by all attending members, and referred to the Board of Directors for resolution.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
1st Session, 3rd Meeting, December 21, 2023	Internal Audit Business Execution Report.	Acknowledged.	None	Acknowledged.
	Revision of the company’s "Procedures for Lending Funds to Others."	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
	Revision of the company’s "Procedures for Acquiring or Disposing of Assets."	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
	Revision of the company’s "Budget Management Regulations."	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
	Revision of the company’s "Board Meeting Procedures."	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
	Revision of the company’s "Compensation Committee Organization Rules."	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
	Revision of the company’s "Board Performance Evaluation Procedures."	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
	Revision of the subsidiary’s internal control system and the appointment and dismissal of the subsidiary’s audit supervisor.	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
	Issuance of the company’s "2023 First Employee Restricted Stock Plan."	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
	2023 Company Audit Plan.	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
	Donation to social welfare and charitable organizations, and authorization of the Chairman.	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
	Company’s capital change plan.	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
	Amendment to the company’s Articles of Incorporation.	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
	Regarding items overdue beyond the normal credit period of three months, such as "Receivables," "Prepayments," and "Deposits," and if the amount is significant, the proposed classification as non-lending funds.	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
	Appointment of the company’s 2023 Financial Statement Auditors.	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
	Capital expenditure for the expansion (leasing) of the factory and equipment of the subsidiary Lightel Technology (Shenzhen) Co., Ltd.	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
	Company’s 2024 Business Plan and Budget.	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.

Other matters not approved by the Audit Committee but resolved with more than two-thirds approval by all Board members: None.
Independent Directors' Abstention on Related Party Matters:
The names of independent directors, the agenda items, reasons for abstention, and their participation in voting: None.

Communication between Independent Directors, Auditors, and Internal Audit Supervisors:

Auditors communicate with the independent directors at least twice a year through Audit Committee meetings, covering matters such as audit planning, the company’s financial status, significant issues, internal controls, and the impact of legal amendments on the company.
The internal audit supervisor communicates monthly with the independent directors via audit reports, and provides updates on the execution of audit tasks at least once per quarter during Audit Committee meetings.