Audit Committee

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Operation of the Audit Committee

  • • The Audit Committee held six committee meetings in FY2025, and the attendance of the independent directors is tabulated below:
    • Title Name Attendance in Person Attendance Through Proxy Attendance Rate (%) Remarks
    Committee Chairman Hung Ching Lee 6 0 100.0 Re-appointed on
    06/13/2025
    Committee Member Wan Wan Lin 4 0 100.0 Newly appointed on
    06/13/2025
    Committee Member Chi Chih Lu 4 0 100.0 Newly appointed on
    06/13/2025
    Committee Member Dr. Pisin Chen 2 0 100.0 Resigned on
    06/13/2025
    Committee Member Su-Pi Shen 2 0 100.0 Resigned on
    06/13/2025
  • On March 31, 2016, the board of directors approved the “Audit Committee Charter” to ensure the supervising duties of the Audit Committee. The committee’s oversight responsibilities include the integrity of financial statements, the appointment (or dismissal) and independence of CPAs, the effectiveness of internal controls, regulatory compliance, and risk management.
  • The Audit Committee was established on June 24, 2016 to replace the duties and functions of Supervisors. The Audit Committee consists of three independent directors as the ex officio members. Current Audit Committee marks the fourth term and was re-elected to accompany the newly elected BoD in 2025 with three independent directors elected as the Audit Committee members, including Mr. Hung Ching Lee, Ms. Wan-Wan Lin and Mr. Chi-Chih Lu. All three committee members are equipped with accounting or financial background, while Mr. Hung Ching Lee was elected to convene the Committee and served as the Chair at Committee meetings. The tenure is for three years from June 13, 2025 to June 12, 2028, the same termination date as the end of the current BoD term.

    • Additional Disclosure:

  • • The date of the meeting, session, content of the motion, expressed by all independent directors, and the Company’s response to such opinions shall be specified when the operation of Audit Committee is under any one of the following circumstances:
  • - Matters specified in Article 14-5 of the Securities and Exchange Act:
  • All independent directors had attended the committee meetings and approved all matters specified in Article 14-5 of the Securities and Exchange Act without objection in FY2024 and as of the date of this report's publication.
  • - Matters other than above stated which were not approved by the Audit Committee but resolved by over two thirds of all Directors: NA.
  • • Execution of independent directors’ avoidance of motions in conflict of interests:
  • No avoidance of motions in conflict of interests was reported.

    • • Major resolutions resolved by the FY2025 Audit Committee:

    Date of Resolution Committee Term Session Summary of Resolution Opinion of Independent Directors and Company’s Response
    2025/02/27 3 15
    • Progress report on the adoption of IFRS sustainability
      disclosure standards and implementation status of
      greenhouse gas inventory verification schedule, along with the report on the identification and communication with
      stakeholders in FY2024.
    • Status report of performance evaluation on the Board of
      Directors and Functional Committees.
    • Approved FY2024 financial statements.
    • Approved CPA audit report of FY2024 financial statements.
    • Approved the allocation of FY2024 distributed earnings and
      business report of the year.
    • Approved the effectiveness of evaluation and statement of
      internal control.
    • Approved amendments to certain sections of the “Articles of
      Incorporation”
    • Approved amendments to certain sections of the Company’s “Procedures for Lending Funds to Other Parties, and
      Endorsements & Guarantees”
    • Approved subscription of cash capital increase to security,
      Rigetti Computing Inc.
    • Approved cash donation to non-profit organizations.
    		 Approved unanimously
    by all committee
    2025/05/14 16
    • Progress report on the adoption of IFRS sustainability
      disclosure standards and implementation status of
      greenhouse gas inventory verification schedule.
    • Approved FY2025 Q1 financial statements.
    • Approved CPA audit report of FY2025 Q1 financial
      statements.
    • Approved capital increase subscription through indirect
      investment for QCG Computer GmbH.
    • Approved the donation of notebooks to Quanta Culture &
      Education Foundation.
    		 Approved unanimously
    by all committee
    2025/08/12 4 1
    • Status report from the sustainable development center and
      updates on the adoption of IFRS sustainability disclosure
      standards and implementation status of greenhouse gas
      inventory verification schedule.
    • Elected the Chair of the Audit Committee for the Current Term.
    • Approved 1H FY2025 financial statements.
    • Approved independent CPA’s audit report to be issued for 1H FY2025 financial statements.
    • Approved not to distribute dividends for the first half of
      FY2025.
    • Approved the fifth issuance of unsecured overseas convertible bonds.
    • Approved cash capital increase subscription through indirect
      investment for QMN.
    • Approved the subscription of Quantinuum Inc. issuance of
      series B preferred shares.
    • Approved the application of syndicated loan facility with
      financial institutes.
    • Ratified credit limit applications from financial institutes.
    		 Approved unanimously
    by all committee
    2025/10/17 2
    • Approved the establishment of subsidiary in Vietnam.
    • Approved cash capital increase subscription through indirect
      investment for QMN.
    		 Approved unanimously
    by all committee
    2025/11/11 3
    • Approved Q3 FY2025 financial statements.
    • Approved independent CPA’s audit report to be issued for Q3 FY2025 financial statements.
    		 Approved unanimously
    by all committee
    2025/12/18 4
    • Report from accountants: communication status between
      accountants and corporate governance personnel.
    • Report in accordance with the "Sustainable Development
      Roadmap for TWSE/TPEx Listed Companies" and relevant
      FSC regulations: operations and implementation status of
      sustainable development, including the Company’s current
      year progress on the GHG inventory and verification schedule. Implementation status of adopting IFRS Sustainability
      Disclosure Standards and the execution progress in FY2025. Operational reports on Risk Management and Intellectual
      Property Management plans, and the implementation status of Ethical Operation Management.
    • Approved the evaluation to adopt Audit Quality Indicators
      (AQI) for Audit Committees of TWSE listed companies.
    • Approved the annual assessment of the independence and
      competency of the accountant and the proposal to establish
      the general principles of the Company's pre-approved
      non-assurance services policy.
    • Approved cash capital increase subscription through indirect
      investment for QMN.
    • Approved donation to Quanta Arts Foundation.
    • Approved donation to Institute for Biotechnology and Medicine Industry (IBMI).
    		 Approved unanimously
    by all committee

Audit Committee Charter