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Audit Committee

Article 1. This Audit Committee Charter (the “Charter”) is adopted by MACHVISION Inc Co., LTD (the “Company”) in pursuant to Regulations Governing the Exercise of Powers by Audit Committee (the “Committee”) of Public Companies.
Article 2. Issues concerning the number, term of office, powers, regulation of procedures for meetings, and resources to be provided by the Company when the Audit Committee ("the Committee") exercises its powers shall be handled in accordance with this Charter.
Article 3. The main function of the Audit Committee is to supervise the following:
1. Fair presentation of the financial reports of the Company.
2. The hiring (and dismissal), independence, and performance of certificated public accountants of the Company.
3. The efficient and effective implementation of the internal control system of the Company.
4. Compliance with relevant laws and regulations by the Company.
5. Management of the existing or potential risks of the Company.
Article 4. The Committee shall be composed of the entire number of Independent Directors. It shall not be fewer than three persons in number, one of whom shall be the convener, and at least one of whom shall have accounting or financial expertise.
The Independent Directors of the Committee shall serve a 3-year term, and may be re-elected to further terms. When the number of the Independent Directors on the Committee falls below the requirement due to an independent director's dismissal for any reason, a by-election shall be held at the next shareholders meeting to fill the vacancy. When all Independent Directors are dismissed or all of their positions are vacant, a special shareholders meeting shall be called within 60 days from the date of the occurrence to hold a by-election to fill the vacancies.
Article 5. Powers conferred by the Securities and Exchange Act, the Company Act, and any other laws to be exercised by Supervisors. However, those set forth in, Paragraph 4 of Article 14-4 of the Securities and Exchange Act, shall be exercised by the Committee.
The provisions of Paragraph 4 of Article 14-4 of the Securities and Exchange Act, in regard to the Company Act as concerns the actions of Supervisors or their role as representatives of a company, apply mutatis mutandis to the Independent Directors of the Committee.
Article 6. The powers of the Committee are as follows:
1. The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
2. Assessment of the effectiveness of the internal control system.
3. The adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others.
4. Issues in which a director is an interested party.
5. Asset transactions or derivatives trading of a material nature.
6. Loans of funds, endorsements, or provision of guarantees of a material nature.
7. The offering, issuance, or private placement of securities with equity features.
8. The hiring or dismissal of a certified public accountant, or their compensation.
9. The appointment or discharge of a financial, accounting, or internal audit officer.
10. Annual and semi-annual financial reports.
11. Other material issues as may be required by the Company or by the competent authority.
The issues specified in the preceding Paragraph shall be subject to the approval of one half or more of the entire membership of the Committee and shall be submitted to the Board of Directors for a resolution.
Any issue specified in Paragraph 1, with the exception of Subparagraph 10, that has not been approved by one half or more of the entire membership of the Committee may be adopted with the approval of two thirds or more of the Board of Directors.
"The entire membership," as used herein, shall be counted as the number of members actually in office at the given time.
The Convener of the Committee shall represent the Committee to the public.
Article 7. The Committee shall convene meeting at least on a quarterly basis, and may call a meeting at its discretion if necessary.
In calling a meeting of the Committee, a notice of the reasons for convening the meeting shall be given to each Independent Director member at least 7 days in advance. In emergency circumstances, however, the meeting may be called on shorter notice.
A member of the Committee shall be elected as the convener and meeting chair by and from the entire membership of the Committee. When the convener is on leave or unable to convene a meeting for any reason, the convener shall appoint another Independent Director member of the Committee as Acting Convener; if the convener does not make such an appointment, one Independent Director member of the Committee shall be elected by and from the other Independent Directors of the Committee to serve as the Convener.
The Committee may request the managers of relevant departments, internal audit officers, certified public accountants, attorneys, or other personnel of the Company to attend the meeting as non-voting participants and provide pertinent and necessary information.
When the Committee calls a meeting, it shall furnish the members of the Committee present at the meeting with relevant materials for reference.
Article 8. When a meeting of the Committee is convened, an attendance book shall be made available for signing-in by the Independent Directors in attendance, and thereafter made available for reference.
Independent Directors of the Committee shall attend meetings in person; if an Independent Director member is unable to attend in person, such member may appoint another independent director member as the proxy to attend the meeting. Attendance via telecommunications shall be deemed as attendance in person.
A member of the Committee that appoints another Independent Director member as the proxy to attend a meeting of the Committee shall in each instance issue a written proxy stating the scope of authorization with respect to the items on the meeting agenda.
Resolutions at meetings of the Committee shall be adopted with the approval of one half or more of the entire membership. The result of a vote shall be made known immediately and recorded in writing.
If it is impossible to hold a meeting of the Committee with legitimate reason, matters on the meeting agenda shall be adopted with the consent of two thirds or more of the entire board of directors. Nevertheless, a written opinion indicating approval or disapproval shall be obtained from each Independent Director with respect to the issues specified in Subparagraph 10 of Paragraph 1 of Article 6.
The proxy specified in Paragraph 2 may accept the proxy requirement from one person only.
Article 9. Discussions at the meetings of the Committee shall be included in the meeting minutes, which shall faithfully record the following:
1. The session, time, and place of the meeting.
2. The name of the meeting Chairperson.
3. Attendance of the Independent Directors, including the names and the number of members present, excused, and absent.
4. The names and titles of those attending the meeting as non-voting participants.
5. The name of the minute taker.
6. Issues reported at the meeting.
7. Agenda items: For each proposal, the method of resolution and the result; a summary of the comments of the Independent Directors of the Committee, experts and other persons present at the meeting, the names of Independent Director members who have conflicts of interests and the summary of such conflicts based on Paragraph 1 of Article 11, and any objections or reservations of Article expressed.
8. Extempore motions: The name of the mover; the method of resolution and the result for each motion; a summary of the comments of the Independent Directors of the Committee, experts and other persons present at the meeting, the names of Independent Director members who have conflicts of interests and the summary of such conflicts based on Paragraph 1 of Article 11, and any objections or reservations expressed.
9. Other issues required to be recorded.
The attendance book shall constitute part of the minutes for each meeting of the Committee and shall be properly preserved during the existence of the Company.
The minutes of a Committee meeting shall bear the signature or seal of both the chair and the minute taker, and a copy of the minutes shall be distributed to each director within 20 days after the meeting. The minutes shall be deemed important corporate data and appropriately preserved during the existence of the Company.
The meeting minutes specified in Paragraph 1 may be produced and distributed in electronic form.
Article 10. The Committee's meeting agenda shall be drafted by the Convener. Other members may also put forward proposals for discussion by the Committee.
Article 11. The Independent Director of the Committee shall recuse himself or herself when they are an interested party with respect to a given agenda item, when such a relationship is likely to prejudice the interests of the Company.
If, for the reason stated in the preceding Paragraph, an agenda item cannot be resolved at a meeting of the Committee, it shall be reported to the Board of Directors, which shall resolve on the item.
Article 11-1. The Company shall record the meeting convened by the Committee in audio and video format and preserve such data for no less than 5 years (preserving with electronic format is applicable).
The relevant required audio or video data shall be preserved until the final judgement of the legal litigation is made if such litigation is filed during preceding preservation period and is related to dispute of the resolutions made by the Committee.
For the video conferences of the Committee, the data of the video shall constitute as part of the meeting minutes and shall be properly preserved during the existence of the Company.
Article 12. The Committee may resolve to retain the service of the attorney, certified public accountant, or other professionals to provide advice with respect to issues in connection with Article 6. The costs of the services shall be borne by the Company.
Article 13. The Committee members shall exercise the due care of a good administrator and faithfully perform the duties prescribed in this Charter; they shall be accountable to the Board of Directors and shall submit their proposals to be resolved by the Board of Directors.
Article 14. The Committee shall conduct periodic reviews of issues related to this Charter and present the results for amendment by the Board of Directors.
The execution of tasks relating to resolutions adopted by the Committee may be delegated to the Convener or other Committee members for follow-up, with a written or verbal report to be presented to the Committee during the implementation period. If necessary, the matter shall be presented for ratification or a report made at the next meeting of the Committee.
Article 15. The Charter, and any amendments hereto, shall enter into effect after adoption by a resolution of the Board of Directors.

 

Titles Names Education and Working Experiences Term of Office
Independent Director LEE, TSU-DER Bachelor of Dental Medicine, Taipei Medical University Chairman of Taipei Medical University

Jul. 20, 2021
to
Jul. 19, 2024
Independent Director YEN, TSUNG-MING Master of Economics, Soochow University
Director of Science and Technology Parks
Professor, Department of Business Administration, Hsuan Chuang University
Jul. 20, 2021
to
Jul. 19, 2024
Independent Director DU, MING-HAN Master of Management Science, Tamkang University
Senior Deputy General Manager of Taiwan Microsoft Corporation
President of Taiwan World Vision
International World Vision Asia Convener
Jul. 20, 2021
to
Jul. 19, 2024

 

1、The Corporation's Audit Committee was established on December 14, 2018 to replace our supervisor system, and the committee is composed of the independent directors on our Board of Directors. The number of committee members cannot be fewer than three, and at least one of them has to have professional expertise in accounting or finance. There are three members on the committee, and Independent Director Tsu-Der Lee was elected as convener. The committee operates according to the "Charter of the Audit Committee" and convenes at least once every quarter.

2、The main duties and annual tasks of the committee include review and supervision of financial reports, risk management items, and financial proposals, as well as the auditing offinancial reports; accounting and internal control systems; transactions of major assets or derivatives; offering and issuance of securities; appointment, dismissal, or compensation of Certified Public Accountants (CPAs); matters involving director conflicts of interest; and appointment, dismissal and performance of financial, accounting, or internal audit directors.

3、Key work items of 2020:

3-1、Review the annual internal audit plan; obtain reports from the internal audit department each month; inspect feedback of the management on issues discovered in internal audits; and regular communication with the Chief Internal Auditor

3-2、Review half a year of 2019 financial reports and the independence of the CPAs; regular communication with the CPAs regarding audit tasks and impact of regulation changes.

3-3、The Company established the independence evaluation report based on Article 47 of the Certified Public Accountant Act and No. 10 Statement of the Professional Ethics Standards for Certified Public Accountants to evaluate the independence, professionalism, and qualifications of CPAs, whether they are related parties of the Company, and whether there are relations involving business or financial interests. The Company reviewed the independence evaluation of the CPAs Huang,Bo-Shu and Wu,Chung-Shun in meeting of the Audit Committee and the meeting of the Board of Directors in November 6, 2020 and found them to meet the standards and qualified to serve as the Company's certifying CPAs for finance and taxation, Accountant Yu, An-tien job rotation and was replaced by Accountant WU,CHUNG-SHUN. On December 24, 2020, the audit committee and the board of directors reviewed and approved the appointment of accountant Huang, Bo-Shu, and Wu, Jhong-Shun from KPMG for audit and certification.

3-4、Audit of the Business Report and the Financial Report
The Company's 2019 Business Report prepared by the Board of Directors, the Financial Report audited and certified by CPAs Huang,Bo-Shu and Yu, An-tien of KPMG, Taiwan (including the Individual Financial Report and the Consolidated Financial Report), and the Earnings Distribution Proposal, have been reviewed by the Audit Committee who found them to be compliant with regulations.

3-5、Assessment of the effectiveness of the internal control system
The Company evaluates the five elements of the internal control system including the control environment, risk assessment, control operations, information and communication, and supervision. The control operations are self-assessed by the departments at the operation level and the internal control review meeting is convened for reviews. The overall assessment results meet standards of the internal control system and the internal control system remained effective in terms of design and execution. The Audit Committee has assessed the effectiveness of the Company's internal control system policies and procedures (including control measures such as finance, operation, risk management, information security, outsourcing, regulatory compliance, etc.) and audited The Company's audit department and CPAs, as well as management's periodic reports, including risk management and regulatory compliance. The Audit Committee believes that the Company's risk management and internal control systems are effective and that the Company has adopted the necessary control mechanisms to supervise and correct violations.

Dates Discussions Resolutions
Dec. 23, 2022 1. Adopted the revision of some clauses from “Corporate Governance Best Practice Principles.”
2. Adopted the revision of some clauses from “Procedures for Handling Material inside Information of the Company.”
3. Adopted MACHVISION 2023 audit plan.
All members acknowledged and agreed the proposal without revisions.
Nov. 3, 2022 1. Approved the financial statements for Q3 of 2022.
2. Approved the explanations on the company’s outstanding account receivable over the granted 3-month term for a significant amount.
3. Approved the proposed renewal of the “Liability Insurance of Directors, Supervisors, and Managerial Officers” from Tokio Marine Newa Insurance Co., Ltd.
4. Approved the business report for the first half of 2022.
5. Approved the distribution of earnings for the first half of 2022.
All members acknowledged and agreed the proposal without revisions.
Aug. 3, 2022 1. Approved the financial statements for the second quarter of 2022.
2. Approved the explanations on the company’s outstanding account receivable over the granted 3-month term for a significant amount.
All members acknowledged and agreed the proposal without revisions.
May. 26, 2022 1. The appointment of the finance officer, accounting officer and corporate governance officer
2. The construct of factory and building
All members acknowledged and agreed the proposal without revisions.
May. 4, 2022 1. Approved the the company's visa accountant remuneration case
2. Report on the financial report for the first quarter of 2022.
3. Approval of the Amendment to the Rules of Procedures for Shareholder meetings.
4. Approval of amendment to the Procedures for the Acquisition and Disposal of Assets.
5. Approved the explanations on the company’s outstanding account receivable over the granted 3-month term for a significant amount.
All members acknowledged and agreed the proposal without revisions.
Feb. 9, 2022 1. The Proposal for amendment of Partial Articles of the Company’s “Articles of Incorporation” was adopted.
2. Approved the explanations on the company’s outstanding account receivable over the granted 3-month term for a significant amount.
3. Approved the company’s 2021 “Internal Control System Effectiveness Assessment" and "Internal Control System Statement”.
4. Approved the company’s 2021 financial reports.
5. Approved the company’s 2021 business report.
6. Approved the company’s 2021 earnings distribution proposal.
All members acknowledged and agreed the proposal without revisions.
Dec. 29, 2021 1. Adopted the revision of renaming “Corporate Social Responsibility Best Practice Principles for Listed Companies” as “Sustainable Development Best Practice Principles for Listed Companies” and the revision of partial clauses.
2. Adopted the revision of some clauses from “Corporate Governance Best Practice Principles.”
3. Adopted MACHVISION 2022 audit plan.
4. Adopted proposition for MACHVISION 2022 Certified Public Accountant.
All members acknowledged and agreed the proposal without revisions.
Nov. 3, 2021 1. Approved the proposed renewal of the “Liability Insurance of Directors, Supervisors, and Managerial Officers” from Tokio Marine Newa Insurance Co., Ltd. All members acknowledged and agreed the proposal without revisions.
Aug. 3, 2021 1. Elected convener of second Audit Committee. Tsu-Der Lee was be elected.
2. Approved the financial statements for the second quarter of 2021.
3. Approved the explanations on the company’s outstanding account receivable over the granted 3-month term for a significant amount.
4. Approved the design of the company’s new building and the plan.
All members acknowledged and agreed the proposal without revisions.
May. 4, 2021 1.Approved the company’s newly formulated “Procedures for Whistleblower Channel and Protection".
2.Approved the amendments to the company’s “Rules of Procedure for Board of Directors Meetings".
3.Approved the amendments to the company’s “Rules Governing the Scope of Powers of Independent Directors".
4.Approved the amendments to the company’s “Audit Committee Charter".
5.Approved the explanations on the company’s outstanding account receivable over the granted 3-month term for a significant amount.
6.Approved the investment in SISSCA Co., Ltd. proposed by the company.
All members acknowledged and agreed the proposal without revisions.
Feb. 3, 2021 1.Approved the company’s newly formulated “Procedures for Reporting Major Incidents".
2.Approved the company’s 2020 “Internal Control System Statement".
3.Approved the company’s 2020 financial reports.
4.Approved the company’s 2020 business report.
5.Approved the company’s 2020 earnings distribution proposal.
6.Approved the explanations on the company’s outstanding account receivable over the granted 3-month term for a significant amount.
7.Approved the election of the company’s directors and independent directors.
8.Approved the lifting of the non-compete restrictions on the company’s newly elected directors.
9.Approved the shareholders’ nomination for directors and independent directors related matters.
All members acknowledged and agreed the proposal without revisions.
Nov. 3, 2020 1.Approved the amendment to the “Authority of Approval”.
2.Approved the amendment to the “Remuneration Committee Charter”.
3.Approved the amendment to the “Procedures for Loaning of Funds”.
4.Approved the replacement of the certified public accounts (due to internal rotation within the accounting firm).
5.Approved the financial statements for Q3 of 2020.
6.Approved the appointment of an corporate governance officer.
7.Approved the description of accounts receivable of significant amount having been overdue for three months after the normal credit period and yet to be collected.
All members acknowledged and agreed the proposal without revisions.
July 31, 2020 1.Financial statements for the second quarter of 2020.
2.Explanation on accounts receivable having been overdue for three months after the normal credit period and in substantial amounts.
3.Business report for the first half of 2020.
4.Distribution of earnings for the first half of 2020.
All members acknowledged and agreed the proposal without revisions.
May. 29, 2020 1.Approval of liquidation of Machvision Holding (Samoa) Limited.
2.Approved of increasing investment in China.
All members acknowledged and agreed the proposal without revisions.
May. 04, 2020 1.Report on the financial report for the first quarter of 2020.
2.Approval of the appointment of the finance and accounting officer.
All members acknowledged and agreed the proposal without revisions.
Mar. 27, 2020 1.Approved the 2019 earnings distribution.
2.Approved the 2019 earnings distribution
3.Approved the follow-up schedule and plan of 2020 cash capital increase.
All members acknowledged and agreed the proposal without revisions.
Feb. 05, 2020 1.Report the results of board performance evaluation.
2.Report the plan of preparing financial report by company.
3.Approved the 2019 annual financial report.
4.Approved the 2019 annual business report.
5.Approved the 2019 Internal Control System Statement.
6.Approved the cash capital increase through issuance of common shares.
7.Approved the plans to build the R&D center and change the construction site.
All members acknowledged and agreed the proposal without revisions.
Dec. 25, 2019 1.Report the letter of preparing financial report by company.
2.Approval of the 2020 Accountant appointment.
3.Approved the 2020 annual audit plan.
4.Approved the plans to build the R&D center.
All members acknowledged and agreed the proposal without revisions.
Oct. 30, 2019 1.2019Q3 financial statements.
2.2019 independent accountant’s review report.
All members acknowledged and agreed the proposal without revisions.
Jul. 24, 2019 1.2019Q2 financial statements.
2.Adoption of the amendment to the Procedures for the Acquisition or Disposal of Assets.
All members acknowledged and agreed the proposal without revisions.
Apr. 17, 2019 1.2019Q1 financial statements.
2.Adoption of the amendment to the Procedures for Loaning of Funds.
3.Adoption of the amendment to the Procedures for Making of Endorsements/Guarantees.
All members acknowledged and agreed the proposal without revisions.
Feb. 13, 2019 1.Proposal for Financial Report of 2018 of the Company
2.Proposal for Business Report of 2018 of the Company
3.Proposal for Distribution of 2018 Profits of the Company
4.Proposal for Establishment of Korean Branch of the Company
5.Proposal for “2018 Internal Control System Statement” of the Company was adopted
6.Proposal for amendment of Partial Articles of the Company’s “Procedures for the Acquisition or Disposal of Assets” was adopted.
All members acknowledged and agreed the proposal without revisions.
Dec. 24, 2018 1.Proposal for “Internal Control Statement of Project Audits of Certified Public Accountants” for the Period from Oct. 1, 2017 to Sep. 30, 2018 was adopted.
2.Proposal for 2019 Regular Assessment of Independence and Eligibility of Certified Public Accountants
3.Proposal for 2019 Appointment of Certified Public Accountants by the Company
4.Audit Proposal of 2019 of the Company
All members acknowledged and agreed the proposal without revisions
Dec. 14, 2018 1.Established Audit Committee
2.Members:Convener Independent Director Tsu-Der Lee
      Members Independent Director Randy Tsung-Ming Yen
           Independent Director Hank Ming-Han Du