Corporate Governance
Remuneration Committee
Members of the 6th Remuneration Committee of Hong Su Precision Electrical Co., Ltd.
Term of Office: August 12, 2026 – May 26, 2029| Position | Name | Date of First Election | Major Work Experience and Educational Background | Current Positions Held Concurrently at the Company and Other Companies |
| Convener | LIN, HSIAO-CHEN | 2025.4.16 | School of Law, Soochow University Law Clerk, Taiwan High Court |
Partner, Wang Dongshan United Law Firm |
| Member | CHU, YANN-FANG | 2020.7.10 | PhD in Business Administration, National Taiwan University Project Management Professional (PMP), Project Management Institute (PMI) Adjunct Associate Professor, Shih Chien University Adjunct Associate Professor, Soochow University Director, National Project Management Association, 5th–8th Terms |
Director, National Project Management Association, 9th Terms |
| Member | CHOU, CHE-YI | 2020.7.10 | Master’s Degree in Accounting, College of Business, National Taipei University CPA, Chengxin & Co., CPAs Finance Manager, Energy International Co., Ltd. Audit Manager, PricewaterhouseCoopers Taiwan (PwC Taiwan) |
Assistant Vice Presidents, Abico Avy Co., Ltd. Certified Public Accountant, Hung Ta CPA Firm Independent Director, Nan Yang Dyeing & Finishing Co., Ltd. Chairman, 1 Production Film Co. |
Composition of the Remuneration Committee:
The Company has established a Remuneration Committee. On August 12, 2026, the Board of Directors approved the appointment of the members of the 6th Remuneration Committee. The Committee consists of three members, all of whom are independent directors. The professional qualifications and independence of the Committee members comply with the requirements set forth in Articles 5 and 6 of the Company’s Regulations Governing the Exercise of Powers by the Remuneration Committee.
Operation of the Remuneration Committee:
1. The Company established the Remuneration Committee on December 27, 2011. The Committee consists of three members.
2. Term of the Current Committee: August 12, 2026 to May 26, 2029. As of August 31, 2026, the Committee had held no meetings. The attendance of the Committee members is as follows:
| Position | Name | Qualifications Met | Actual Attendance (B) | Attendance by Proxy | Required Attendance (A) | Actual Attendance Rate (%) (B/A) |
| Independent Director | LIN, HSIAO-CHEN | 2、3 | 0 | 0 | 0 | 100 |
| Independent Director | CHU, YANN-FANG | 1 | 0 | 0 | 0 | 100 |
| Independent Director | CHOU, CHE-YI | 2、3 | 0 | 0 | 0 | 100 |
Other Matters to Be Disclosed:
1. Matters Discussed and Resolutions Adopted by the Remuneration Committee, and the Company’s Handling of Members’ Opinions:
| Meeting Date | Session | Matters Discussed | Resolution | Company’s Handling of the Remuneration Committee’s Opinions |
| 2023.02.24 | 4th Committee, 9th Meeting | Proposal for the allocation of the Company’s 2022 employee compensation and directors’ and supervisors’ compensation, and the business execution remuneration of directors and supervisors. | Approved as proposed without objection by all attending committee members. | Implemented in accordance with the resolution. |
| Proposal for managers’ subscription for shares in the cash capital increase. | Approved as proposed without objection by all attending committee members. | Implemented in accordance with the resolution. | ||
| 2024.08.09 | 5th Committee, 1st Meeting | Proposal for salary adjustments for the Company’s executive directors and managers for 2023. | Approved as proposed without objection by all attending committee members. | Implemented in accordance with the resolution. |
| 2024.01.11 | 5th Committee, 2st Meeting | Proposal for the payment of year-end bonuses to the Company’s executive directors and managers for 2023. | Approved as proposed without objection by all attending committee members. | Implemented in accordance with the resolution. |
| 2024.02.27 | 5th Committee, 3st Meeting | Proposal for the business execution remuneration of the Company’s directors for 2023. | Approved as proposed without objection by all attending committee members. | Implemented in accordance with the resolution. |
| 2024.08.09 | 5th Committee, 4st Meeting | Proposal for salary adjustments for the Company’s executive directors and managers for 2024. | Approved as proposed without objection by all attending committee members. | Implemented in accordance with the resolution. |
| 2024.12.18 | 5th Committee, 5st Meeting | Proposal for the payment of year-end bonuses to the Company’s executive directors and managers for 2024. | Approved as proposed without objection by all attending committee members. | Implemented in accordance with the resolution. |
| 2025.02.25 | 5th Committee, 6st Meeting | Proposal for the business execution remuneration of the Company’s directors for 2024. | Approved as proposed without objection by all attending committee members. | Implemented in accordance with the resolution. |
| 2025.08.11 | 5th Committee, 7st Meeting | Proposal for salary adjustments for the Company’s executive directors and managers for 2025. | Approved as proposed without objection by all attending committee members. | Implemented in accordance with the resolution. |
Audit Committee
Following the Company’s Annual General Meeting of Shareholders held on June 5, 2020, the Company established its first Audit Committee. The Audit Committee consists of three independent directors, one of whom serves as the convener, and at least one member has accounting or financial expertise.
In accordance with applicable regulations, the Board of Directors has established the “Audit Committee Charter.” Members of the Audit Committee shall exercise the due care of a good administrator, faithfully perform the duties prescribed in the Audit Committee Charter, and be accountable to the Board of Directors. Matters proposed by the Audit Committee shall be submitted to the Board of Directors for resolution.
The Audit Committee shall convene at least once every quarter and may convene additional meetings whenever necessary. The term of office of the Audit Committee members is the same as that of the Board of Directors, with each term lasting three years. Following the election of directors at the shareholders’ meeting, the Company shall establish a new Audit Committee in accordance with applicable regulations.
The Audit Committee primarily oversees the following matters:
1. Fair presentation of the Company’s financial statements.
2. The appointment (or dismissal), independence, and performance of the certified public accountants engaged by the Company.
3. The effective implementation of the Company’s internal control system.
4. The Company’s compliance with applicable laws and regulations.
5. The management and control of existing or potential risks faced by the Company.
Audit Committee Responsibilities
1. Adoption or amendment of the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
2. Assessment of the effectiveness of the internal control system.
3. Adoption or amendment of procedures for handling material financial and business activities, including acquisition or disposal of assets, engaging in derivative transactions, extending loans to others, and providing endorsements or guarantees for others, in accordance with Article 36-1 of the Securities and Exchange Act.
4. Matters involving conflicts of interest concerning directors themselves.
5. Material asset or derivative transactions.
6. Material loans, endorsements, or guarantees.
7. Offering, issuance, or private placement of equity securities.
8. Appointment, dismissal, or compensation of the certified public accountants engaged by the Company.
9. Appointment or dismissal of the heads of finance, accounting, or internal audit.
(2) Other matters resolved with the approval of two-thirds or more of all directors without having been approved by the Audit Committee, other than the aforementioned matters: None.
In accordance with applicable regulations, the Board of Directors has established the “Audit Committee Charter.” Members of the Audit Committee shall exercise the due care of a good administrator, faithfully perform the duties prescribed in the Audit Committee Charter, and be accountable to the Board of Directors. Matters proposed by the Audit Committee shall be submitted to the Board of Directors for resolution.
The Audit Committee shall convene at least once every quarter and may convene additional meetings whenever necessary. The term of office of the Audit Committee members is the same as that of the Board of Directors, with each term lasting three years. Following the election of directors at the shareholders’ meeting, the Company shall establish a new Audit Committee in accordance with applicable regulations.
The Audit Committee primarily oversees the following matters:
1. Fair presentation of the Company’s financial statements.
2. The appointment (or dismissal), independence, and performance of the certified public accountants engaged by the Company.
3. The effective implementation of the Company’s internal control system.
4. The Company’s compliance with applicable laws and regulations.
5. The management and control of existing or potential risks faced by the Company.
Audit Committee Responsibilities
1. Adoption or amendment of the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
2. Assessment of the effectiveness of the internal control system.
3. Adoption or amendment of procedures for handling material financial and business activities, including acquisition or disposal of assets, engaging in derivative transactions, extending loans to others, and providing endorsements or guarantees for others, in accordance with Article 36-1 of the Securities and Exchange Act.
4. Matters involving conflicts of interest concerning directors themselves.
5. Material asset or derivative transactions.
6. Material loans, endorsements, or guarantees.
7. Offering, issuance, or private placement of equity securities.
8. Appointment, dismissal, or compensation of the certified public accountants engaged by the Company.
9. Appointment or dismissal of the heads of finance, accounting, or internal audit.
Members of the Third Audit Committee of Hongso Precision Electrical Co., Ltd.
Term of Office: May 27, 2026 – May 26, 2029
| Title | Name | Date of Initial Appointment | Major Education and Professional Experience | Current Concurrent Positions with the Company and Other Companies |
| Independent Director | CHU, YANN-FANG | 2020.6.5 | PhD in Business Administration, National Taiwan University Project Management Professional (PMP), Project Management Institute (PMI) Adjunct Associate Professor, Shih Chien University Adjunct Associate Professor, Soochow University Director, National Project Management Association, 5th–8th Terms |
Director, National Project Management Association, 9th Terms |
| Independent Director | CHOU, CHE-YI | 2020.6.5 | Master’s Degree in Accounting, College of Business, National Taipei University CPA, Chengxin & Co., CPAs Finance Manager, Energy International Co., Ltd. Audit Manager, PricewaterhouseCoopers Taiwan (PwC Taiwan) |
Assistant Vice Presidents, Abico Avy Co., Ltd. Certified Public Accountant, Hung Ta CPA Firm Independent Director, Nan Yang Dyeing & Finishing Co., Ltd. Chairman, 1 Production Film Co. |
| Independent Director | LIN, HSIAO- CHEN | 2025.5.28 | School of Law, Soochow University Law Clerk, Taiwan High Court |
Partner, Wang Dongshan United Law Firm |
Audit Committee Operations:
In the most recent fiscal year (the third term), the Audit Committee held one meeting (A). The attendance of the independent directors was as follows:
May 30, 2023 to May 29, 2026
| Position | Name | Actual Attendance (B) | Attendance by Proxy | Actual Attendance Rate (%) (B/A) | Remarks |
| Independent Director | CHU, YANN-FANG | 1 | 0 | 100% | None |
| Independent Director | CHOU, CHE-YI | 1 | 0 | 100% | None |
| Independent Director | LIN, HSIAO-CHEN | 1 | 0 | 100% | None |
Other Matters to Be Disclosed:
In the event that any of the following circumstances occurs in connection with the operation of the Audit Committee, the Company shall disclose the date of the Audit Committee meeting, the meeting session, the contents of the proposals, the contents of any dissenting opinions, reservations, or significant recommendations raised by the independent directors, the resolutions adopted by the Audit Committee, and the Company’s response to the opinions of the Audit Committee.
(1) Matters specified in Article 14-5 of the Securities and Exchange Act:
| Board of Directors Date | 期別 | 議案內容 | 審計委員會決議結果 | 公司對審計委員會意見之處理 |
| 2023.11.13 | the 2nd edition the 5th time |
Proposal for the 2023 Third-Quarter Consolidated Financial Statements | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. |
| Proposal for the Appointment of a Chief Information Security Officer | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| 2023.12.21 | the 2nd edition the 6th time |
Proposal for the Company's 2024 Annual Audit Plan | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. |
| Proposal for Providing Endorsements and Guarantees for Hotron Precision Electronic Industrial (Vietnam) Co., Ltd., a 100%-Indirectly-Owned Subsidiary of the Company | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| 2024.01.11 | the 2nd edition the 7th time |
Proposal for the Issuance of New Shares upon Conversion of the Company's Second Domestic Unsecured Convertible Bonds (Hotron II) | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. |
| Proposal for the Company's Real Estate Acquisition | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| 2024.02.27 | the 2nd edition the 8th time |
Proposal for the Appointment of the Certifying CPA and the Evaluation of the CPA's Independence and Competence | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. |
| Proposal for the Preparation of the Company's Internal Control System Statement Based on the 2023 Internal Control System Self-Assessment Report | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal for the Amendment of the Guidelines for Directors' Continuing Education | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal for the Amendment of the Organizational Regulations of the Audit Committee | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal for the Amendment of the Rules of Procedure for Board of Directors Meetings | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal for the 2023 Business Report, Separate Financial Statements, and Consolidated Financial Statements | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal for the Appropriation of Losses for 2023 | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| 2024.04.10 | the 2nd edition the 9th time |
Proposal for the Provision of Endorsements and Guarantees for Hotlink Company Limited., a 100%-Indirectly-Owned Subsidiary of the Company | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. |
| Proposal for the Company to Waive Its Right to Participate in the Future Cash Capital Increase of Its Subsidiary, SmartGreen Solution Co., Ltd. (the “SmartGreen Solution Company”) | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| 2024.05.08 | the 2nd edition the 10th time |
Proposal for the 2024 First-Quarter Consolidated Financial Statements | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. |
| Proposal for Providing Endorsements and Guarantees for Hotron Precision Electronic Industrial (Suzhou) Co., Ltd., a 100%-Owned Mainland China Subsidiary Invested Through a Third-Region Company | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal for Providing Endorsements and Guarantees for Hotron Precision Electronic Industrial (Vietnam) Co., Ltd., a 100%-Indirectly-Owned Subsidiary of the Company | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| 2024.07.02 | the 2nd edition the 11th time |
Proposal for Providing Endorsements and Guarantees for Hotron Precision Electronic Industrial (Hubei) Co., Ltd., a 100%-Indirectly-Owned Subsidiary of the Company | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. |
| Proposal for the Acquisition of Right-of-Use Assets by Hotlink Company Limited., a 100%-Indirectly-Owned Subsidiary of the Company | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal for the Acquisition of Right-of-Use Assets by SmartGreen Solution Co., Ltd., a Wholly-Owned Subsidiary of the Company | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| 2024.08.09 | the 2nd edition the 12th time |
Proposal for the 2024 Second-Quarter Consolidated Financial Statements | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. |
| Proposal for Providing Endorsements and Guarantees for Hotron Precision Electronic Industrial (Suzhou) Co., Ltd., a 100%-Owned Mainland China Subsidiary Invested Through a Third-Region Company | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal for Providing Endorsements and Guarantees for Hotron Precision Electronic Industrial (Hubei) Co., Ltd., a 100%-Indirectly-Owned Subsidiary of the Company | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal for Providing Endorsements and Guarantees for Hotlink Company Limited., a 100%-Indirectly-Owned Subsidiary of the Company | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal for Providing Endorsements and Guarantees for Hotron Precision Electronic Industrial (Vietnam) Co., Ltd., a 100%-Indirectly-Owned Subsidiary of the Company | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal for the Acquisition of Machinery and Equipment for Business Use by Hotron Precision Electronic Industrial (Vietnam) Co., Ltd., a 100%-Indirectly-Owned Subsidiary of the Company | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| 2024.11.22 | the 2nd edition the 13th time |
Proposal for the 2024 Third-Quarter Consolidated Financial Statemen | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. |
| Proposal for Providing Endorsements and Guarantees for Fortuna International Holdings Ltd., a Wholly-Owned Subsidiary of the Company | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal for Providing Endorsements and Guarantees for Hotron Precision Electronic Industrial (Suzhou) Co., Ltd., a 100%-Owned Mainland China Subsidiary Invested Through a Third-Region Company | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal for Providing Endorsements and Guarantees for Hotron Precision Electronic Industrial (Vietnam) Co., Ltd., a 100%-Indirectly-Owned Subsidiary of the Company | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal for Reclassifying Overdue Receivables from an Affiliate of Hotron Precision Electronic Industrial (Suzhou) Co., Ltd., a 100%-Invested Mainland China Subsidiary of the Company through a Third-Region Company, as Funds Loaned to Others | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal for Providing Endorsements and Guarantees for Hotron Precision Electronic Industrial (Suzhou) Co., Ltd., a 100%-Owned Mainland China Subsidiary Invested Through a Third-Region Company | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal for the Company to Waive Its Right to Subscribe to New Shares Issued in the Cash Capital Increase of SmartGreen Solution Co., Ltd., a Wholly-Owned Subsidiary of the Company | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal to Amend the Corporate Governance Best Practice Principles | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal for the Establishment of the Operating Procedures for the Preparation and Assurance of the Sustainability Report | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal for the Establishment of the Regulations Governing the Management of Sustainability Information | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal for the Establishment of the Company's Internal Control System for the Management of Sustainability Information and the Amendment of the Company's General Principles and Implementation Rules of the Internal Control System | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| 2024.12.18 | the 2nd edition the 14th time |
Proposal for Providing Endorsements and Guarantees for Hotron Precision Electronic Industrial (Hubei) Co., Ltd., a 100%-Indirectly-Owned Subsidiary of the Company | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. |
| Proposal for the Acquisition of Real Estate by SmartGreen Solution Co., Ltd., a Wholly-Owned Subsidiary of the Company | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal for SmartGreen Solution Co., Ltd., a Wholly-Owned Subsidiary of the Company, to Establish a Subsidiary in Thailand and Acquire Real Estate | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal to Amend the Company's Table of Approval Authorities | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal for the Establishment of the Organizational Regulations of the Company's Sustainability Development Committee | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal for the Addition of “Management of the Operation of the Sustainability Development Committee” to the Company's Internal Control System and the Amendment of the Company's “General Principles and Audit Items of the Internal Control System” | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal for the Company's 2025 Annual Audit Plan | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| 2025.02.25 | the 2nd edition the 15th time |
Proposal for the Appointment of the Certifying CPA and the Evaluation of the CPA's Independence and Competence | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. |
| Proposal for the Preparation of the Company's Internal Control System Statement Based on the 2024 Internal Control System Self-Assessment Report | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal for the 2024 Business Report, Separate Financial Statements, and Consolidated Financial Statements | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal for the Appropriation of Losses for 2024 | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal for Providing Endorsements and Guarantees for Hotron Precision Electronic Industrial (Vietnam) Co., Ltd., a 100%-Indirectly-Owned Subsidiary of the Company | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal for Providing Endorsements and Guarantees for SmartGreen Solution Co., Ltd., a Wholly-Owned Subsidiary of the Company | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal to Amend the Company's Articles of Incorporation | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal to Amend the “Operating Procedures for Loaning Funds and Making Endorsements and Guarantees” of the Company and Its Subsidiaries and the “Management of Loans of Funds to Others” under the Internal Control System | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| 2025.04.16 | the 2nd edition the 16th time |
Proposal for Providing Endorsements and Guarantees for Honso Precision Electrical (Suzhou) Co., Ltd., a 100%-Owned Mainland China Subsidiary Invested Through a Third-Region Company | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. |
| Proposal for Hotlink Company Limited., a 100%-Indirectly-Owned Subsidiary of the Company, to Participate in the Cash Capital Increase of Hotron Precision Electronic Industrial l (Vietnam) Co., Ltd. | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal for the Company's Loan of Funds | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal for the Change of the Company's Chief Internal Auditor | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal to Amend the Company's Internal Control System for the Payroll Cycle | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| 2025.05.08 | the 2nd edition the 17th time |
Proposal for the 2025 First-Quarter Consolidated Financial Statements | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. |
| Proposal for Providing Endorsements and Guarantees for Hotron Precision Electronic Industrial (Vietnam) Co., Ltd., a 100%-Indirectly-Owned Subsidiary of the Company | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| 2025.08.11 | the 2nd edition the 18th time |
Proposal for the 2025 Second-Quarter Consolidated Financial Statements | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. |
| Proposal for Providing Endorsements and Guarantees for Hotron Precision Electronic Industrial (Vietnam) Co., Ltd., a 100%-Indirectly-Owned Subsidiary of the Company | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal for Providing Endorsements and Guarantees for Hotron Precision Electronic Industrial (Hubei) Co., Ltd., a 100%-Indirectly-Owned Subsidiary of the Company | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal for Providing Endorsements and Guarantees for Hotlink Company Limited., a 100%-Indirectly-Owned Subsidiary of the Company | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal for Providing Endorsements and Guarantees for Hotron Precision Electronic Industrial (Suzhou) Co., Ltd., a 100%-Owned Mainland China Subsidiary Invested Through a Third-Region Company | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal for the Company's Loan of Funds | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal for the Acquisition of Right-of-Use Assets by SmartGreen Solution Co., Ltd., an 80%-Owned Subsidiary of the Company | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal to Amend the Company's Internal Control System | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal to Amend the Company's Table of Approval Authorities | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal for Changes to the Company's Head of Finance and Accounting, Acting Spokesperson, and Corporate Governance Officer | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| 2025.11.12 | the 2nd edition the 19th time |
Proposal for the 2025 Third-Quarter Consolidated Financial Statements | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. |
| Proposal for Providing Endorsements and Guarantees for SmartGreen Solution Co., LTD., an 80%-Owned Subsidiary of the Company | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal for the Company's Loan of Funds | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal for the Company's Provision of Loans to Hotron Precision Electronic Industrial (Suzhou) Co., Ltd., a 100%-Owned Mainland China Subsidiary Invested Through a Third-Region Company | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal for the Appointment of the Company's Chief Internal Auditor | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| 2025.12.23 | the 2nd edition the 20th time |
Proposal for the Company's Loan of Funds | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. |
| Proposal for Providing Endorsements and Guarantees for Hotron Precision Electronic Industrial (HuBei) Co., Ltd., a 100%-Indirectly-Owned Subsidiary of the Company | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal to Amend the Company's Internal Control System for the Payroll Cycle | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. | ||
| Proposal for the Company's 2026 Annual Audit Plan | All attending members of the Audit Committee agreed. | The Audit Committee members had no objections. The motion was unanimously approved by all attending members as proposed. |
(2) Other matters resolved with the approval of two-thirds or more of all directors without having been approved by the Audit Committee, other than the aforementioned matters: None.
Sustainability Development Committee
On December 18, 2024, the Company's Board of Directors resolved to establish the first Sustainability Development Committee. The Committee consists of three independent directors, each of whom possesses professional knowledge and expertise in corporate sustainability.
In accordance with applicable regulations, the Board of Directors has established the “Organizational Regulations of the Sustainability Development Committee.” Pursuant to the authorization granted by the Board of Directors, the Committee shall exercise due care as a prudent administrator and faithfully perform the duties and responsibilities prescribed in the Organizational Regulations, and report its resolutions and matters to the Board of Directors.
The Committee shall convene at least once every quarter and may convene additional meetings whenever necessary. The term of office of the members of the Sustainability Development Committee is the same as that of the appointing Board of Directors, with each term lasting three years. Following the election of directors at the shareholders' meeting, the Company shall establish a new Sustainability Development Committee in accordance with applicable regulations.
Duties and Responsibilities of the Sustainability Development Committee
Pursuant to the authorization granted by the Board of Directors, the Sustainability Development Committee shall exercise due care as a prudent administrator and faithfully perform the following duties and responsibilities, and report to the Board of Directors:
1. Formulate, promote, and strengthen the Company's sustainability development policies, annual plans, strategies, and related matters.
2. Review, monitor, and revise the implementation and effectiveness of sustainability development initiatives.
3. Oversee matters relating to the disclosure of sustainability information and review the Sustainability Report.
4. Oversee the implementation of matters related to the Company's sustainability development practices, as well as other sustainability development-related matters resolved by the Board of Directors.
Members of the Sustainability Development Committee (Term: August 12, 2026 – May 26, 2029)
Operations of the Sustainability Development Committee
In the most recent year (the first term), the Sustainability Development Committee convened once (A), with the attendance and absence of its members as follows:
August 12, 2026 to May 26, 2029
In accordance with applicable regulations, the Board of Directors has established the “Organizational Regulations of the Sustainability Development Committee.” Pursuant to the authorization granted by the Board of Directors, the Committee shall exercise due care as a prudent administrator and faithfully perform the duties and responsibilities prescribed in the Organizational Regulations, and report its resolutions and matters to the Board of Directors.
The Committee shall convene at least once every quarter and may convene additional meetings whenever necessary. The term of office of the members of the Sustainability Development Committee is the same as that of the appointing Board of Directors, with each term lasting three years. Following the election of directors at the shareholders' meeting, the Company shall establish a new Sustainability Development Committee in accordance with applicable regulations.
Duties and Responsibilities of the Sustainability Development Committee
Pursuant to the authorization granted by the Board of Directors, the Sustainability Development Committee shall exercise due care as a prudent administrator and faithfully perform the following duties and responsibilities, and report to the Board of Directors:
1. Formulate, promote, and strengthen the Company's sustainability development policies, annual plans, strategies, and related matters.
2. Review, monitor, and revise the implementation and effectiveness of sustainability development initiatives.
3. Oversee matters relating to the disclosure of sustainability information and review the Sustainability Report.
4. Oversee the implementation of matters related to the Company's sustainability development practices, as well as other sustainability development-related matters resolved by the Board of Directors.
Members of the Sustainability Development Committee (Term: August 12, 2026 – May 26, 2029)
| Position | Name | Date of Initial Appointment | Major Education and Experience | Current Positions Held Concurrently with the Company and Othe |
| Convener | CHU, YANN-FANG | 2024.12.18 | PhD in Business Administration, National Taiwan University Project Management Professional (PMP), Project Management Institute (PMI) Adjunct Associate Professor, Shih Chien University Adjunct Associate Professor, Soochow University Director, National Project Management Association, 5th–8th Terms |
Independent Directors of HOTRON PRECISION ELECTRONIC INDUSTRIAL CO., LTD. for the 9th to 11th Board Terms Director, National Project Management Association, 9th Terms |
| Committee Member | LIN, HSIAO-CHEN | 2025.04.16 | School of Law, Soochow University Law Clerk, Taiwan High Court |
Independent Directors of HOTRON PRECISION ELECTRONIC INDUSTRIAL CO., LTD. for the 9th to 11th Board Terms Partner, Wang Dongshan United Law Firm |
| Committee Member | CHOU, CHE-YI | 2024.12.18 | Master’s Degree in Accounting, College of Business, National Taipei University Certified Public Accountant, Hung Ta CPA Firm Assistant Vice Presidents, Abico Avy Co., Ltd. Audit Manager, PricewaterhouseCoopers Taiwan (PwC Taiwan) |
Independent Directors of HOTRON PRECISION ELECTRONIC INDUSTRIAL CO., LTD. for the 9th to 11th Board Terms Certified Public Accountant, Hung Ta CPA Firm Assistant Vice Presidents, Abico Avy Co., Ltd. Independent Director, NAN YANG DYEING & FINISHING CO., LTD. Director, G-yen Hutong Co., Ltd. |
Operations of the Sustainability Development Committee
In the most recent year (the first term), the Sustainability Development Committee convened once (A), with the attendance and absence of its members as follows:
August 12, 2026 to May 26, 2029
| Position | Name | Actual Attendance (B) | Attendance by Proxy | Actual Attendance Rate (%) (B/A) | Remarks |
| Independent Director | CHU, YANN-FANG | 1 | 0 | 100% | None |
| Independent Director | CHOU, CHE-YI | 1 | 0 | 100% | None |
| Independent Director | LIN, HSIAO-CHEN | 1 | 0 | 100% | None |
