Audit Committee Charter
|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.|
「Audit Committee Members」
|Titles||Names||Education and Working Experiences||Term of Office|
|Independent Director||LEE, TSU-DER||D.D.S., School of Dentistry, Taipei Medical University
President, Taipei Medical University
Chairman of the Board of Directors, Beijing Meida Starbucks Co.,Ltd.
General Manager, H&Q Asia Pacific (China)
General Manager, Hong Kong China Securities Funds Management Company
Chairman of the Board of Directors, Shandong Kexing Bioproducts Co., Ltd.
Director, Yansha Shopping City (Beijing)
Independent Director, Hsu Fu Chi International Limited (Singapore)
|Dec. 14, 2018
Dec. 13, 2021
|Independent Director||YEN, TSUNG-MING||M.A., Department of Economics, Soochow University
Director-General, Hsinchu Science Park Bureau, MOST and Chief Director, Hsinchu Biomedical Science Park
Adjunct Chair Professor, Department of Business Administration, Chung Hua University
Adjunct Associate Professor, Institute of Management of Technology, National Chiao Tung University
Executive Director and Consultant, Asian Science Park Association (ASPA)
International Director, International association of Science Parks (IASP)
Deputy Director, Chief of Investment Division, Chief of Business Division, Hsinchu Science Park Bureau
Consultant, Chinese Professional Management Association of Hsinchu
|Dec. 14, 2018
Dec. 13, 2021
|Independent Director||DU, MING-HAN||M.S., Department of Management Science, Tamkang University
B.S., Department of Statistics Tamkang University
Software Engineer, MiTAC Information Technology Corp.
Sales Engineer, Sales Deputy Manager, Hua Guang Computer Company.
Senior Marketing Manager, HP Inc.
Chief, Marketing Section, TECO
Assistant Vice President of Department of Marketing, Associate General Manager of Department of Research and Development, Senior Associate General Manager, Microsoft Taiwan
Executive Director, World Vision Taiwan
Convener of Asian Regions, World Vision International
|Dec. 14, 2018
Dec. 13, 2021
「Audit Committee Operation」
|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