Audit Committee

Audit Committee  

In accordance with the Securities and Exchange Act of the Republic of China and related administrative regulations, the Audit Committee shall be composed entirely of independent directors, with no fewer than three members. The composition of Fuzetec’s Audit Committee complies with these regulatory requirements. The operations, primary responsibilities, and annual focus areas of the Audit Committee are as follows:

◎ Formulating or amending the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.

◎ Evaluating the effectiveness of the internal control system.

◎ Establishing or revising procedures for material financial and operational actions in accordance with Article 36-1 of the Securities and Exchange Act, including:

• Acquisition or disposal of assets

• Engagement in derivative transactions

• Lending of funds to others

• Endorsements or guarantees for others

◎ Reviewing matters involving directors' own interests.

◎ Reviewing material asset acquisitions or derivative transactions.

◎ Reviewing major lending, endorsements, or guarantees.

◎ Reviewing the public offering, issuance, or private placement of equity-related securities.

◎ Appointing, dismissing, or determining the compensation of the certified public accountant (CPA).

◎ Appointing or dismissing financial, accounting, or internal audit officers.

◎ Reviewing the annual financial reports signed or sealed by the Chairman, General Manager, and Chief Accounting Officer.

◎ Reviewing other significant matters as required by the company or regulatory authorities.

Audit Committee Members

Title	Name	Major Experience / Education	Current Positions in This and Other Companies
Convener & Independent Director	Rushan Liu	B.A. in Banking and Insurance, Feng Chia University M.S., Institute of Industrial Management, National Taiwan University of Science and Technology	Chairman, Hongwei Venture Investment Management Consultants Co., Ltd. Director, Taiwan Fortune Industrial Co., Ltd. Director, Hop Shing Industrial Co., Ltd.
Independent Director	Yupeng Chen	M.S. in Polymer Engineering, University of Massachusetts Lowell	Chairman, Zhongjing Industrial Co., Ltd.
Independent Director	Chih-Cheng Chen	B.S., Chemical Engineering, Tatung University M.S., Chemical Engineering, University of Missouri–Rolla Ph.D., Agricultural (Biological) Engineering, University of Missouri–Columbia	Professor, Department of Chemical and Biochemical Engineering, Tatung University Director, Innovation Chemical and Biotech Center, Tatung University

 

The Audit Committee holds regular quarterly meetings, during which the CPA, head of internal audit, and relevant department heads are invited to attend. The head of internal audit reports regularly to the Audit Committee with a summary of audit findings based on the annual audit plan.

The Audit Committee also periodically evaluates the Company's internal control system, the performance of internal audit personnel, and their work effectiveness.

Each year, the Audit Committee meets with the Company’s certified public accountants (CPAs) to communicate the results of the review or audit of the quarterly financial statements, as well as other matters required by applicable laws and regulations. The Committee also independently assesses the CPAs' independence, appointment, and the scope of services provided.

For the year 2024 (ROC Year 113), the Audit Committee convened a total of 6 meetings (A). The attendance details are as follows:

Title	Name	Actual Attendance (B)	Proxy Attendance	Attendance Rate (%) (B/A)	Remarks
Convener, Independent Director	Rushan Liu	5	0	100
Independent Director	Yupeng Chen	5	0	100
Independent Director	Chih-Cheng Chen	5	0	100

Remuneration Committee

The Remuneration Committee is composed of three independent directors. One of the members is elected by all members to serve as the convener.

Members of the Remuneration Committee shall act with the duty of care of a good administrator and faithfully perform the following responsibilities. The recommendations they make are submitted to the Board of Directors for discussion:

1. To establish and periodically review the policies, systems, standards, and structure for the performance evaluation and compensation of directors and managerial officers.

2. To regularly evaluate and determine the compensation of directors and managerial officers.

The Remuneration Committee convenes at least once every six months. Information on the meetings held and the attendance rates of individual members can be found in the Company's annual reports.

Remuneration Committee Members

Title	Name	Major Experience / Education	Current Positions in This and Other Companies
Convener, Independent Director	Yupeng Chen	M.S. in Polymer Engineering, University of Massachusetts Lowell	Chairman, Zhongjing Industrial Co., Ltd.
Independent Director	Rushan Liu	B.A. in Banking and Insurance, Feng Chia University M.S., Industrial Management, NTUST	Chairman, Hongwei Venture Investment Management Co., Ltd. Supervisor, Taiwan Fortune Industrial Co., Ltd. Director, Hop Shing Industrial Co., Ltd.
Independent Director	Chih-Cheng Chen	B.S., Chemical Engineering, Tatung University M.S., Chemical Engineering, University of Missouri–Rolla Ph.D., Agricultural (Biological) Engineering, University of Missouri–Columbia	Professor, Dept. of Chemical and Biochemical Engineering, Tatung University Director, Innovation Chemical and Biotech Center, Tatung University

The Remuneration Committee convenes regular meetings at least once every six months. The details of the committee meetings and the attendance of each member are as follows:

A. In 2024 (ROC Year 113), the Remuneration Committee held 4 (A) meetings. The attendance of the committee members is as follows:

Title	Name	Actual Attendance (B)	Proxy Attendance	Attendance Rate (%) (B/A)	Remarks
Independent Director	Yupeng Chen	4	0	100
Independent Director	Rushan Liu	4	0	100
Independent Director	Chih-Cheng Chen	4	0	100