Audit Committee

 

Operations of the Audit Committee

 

For the most recent year, the audit committee has held 7 meetings (A) And the attendance of independent directors as follows:

Title

Name

Attendance in Person

Attendance by Proxy

Ratio of Attendance [B/A]

Remarks

Independent Director

Chen, Hsiang-Sheng

7

0

100

 

Independent Director

Chen, Shi-Shu

6

1

86

 

Independent Director

Hsu, Sung-Tsai

7

0

100

 

 

 

The main tasks of the Audit Committee of the Company include the following matters:

 1. Audit of financial statements and formulation of accounting policies and procedures.

 2. Internal control system and related policies and procedures.

 3. A transaction involving material asset or derivatives trading.

 4. A material monetary loan, endorsement, or provision of guarantee.

 5. Financial derivatives trading and cash investment.

 6. Regulatory compliance.

 7. Issues concerning whether the managers and directors have related person transactions and possible conflicts of  interest.

 8. Information security.

 9. Corporate risk management.

10. Assessment on qualification, independence and performance of certified public accountants.

11. Appointment, dismissal or remuneration of certified public accountants

12. Appointment and dismissal of CFO, accounting officer and internal auditing officer.

13. Fulfillment of duties of the audit committee

14. Self-assessment questionnaire on the audit committee performance

 

The Board of Directors has prepared the Company’s 2023 Business Report, Financial Statement, and proposal for allocation of profits. The CPA firm of KPMG was retained to audit the Company’s Financial Statements. KPMG has completed audit procedures and issued Audit Opinion. The Business Report, Financial Statements, and profit allocation proposal have been reviewed and determined to be correct and accurate by the Audit Committee of the Company.

 

The important resolutions of the audit committee are as follows: 

Date

Meeting

Proposal

Resolution and Execution

Jan. 9, 2023

First Meeting in 2023

1.   KPMG's plan to change a CPA for auditing the Company's financial statements as of January 9, 2023.
Appointment and Independence Assessment of the Company's CPAs for 2023.

Approved with no objection from all members of the audit committee and submitted to the Board of Directors for resolution.

2.   Establishment of the “Operational Procedures for Prevention and Protection of Child Workers and Workers of Less Than Eighteen Years Old”.

Approved with no objection from all members of the audit committee and submitted to the Board of Directors for resolution.

Mar. 13, 2023

Third Meeting in 2023

1.   Business Report and Financial Statements for 2022.

Approved with no objection from all members of the audit committee and submitted to the Board of Directors for resolution.

2.   Proposal for Distribution of 2022 Profits and Retained Earnings.

Approved with no objection from all members of the audit committee and submitted to the Board of Directors for resolution.

3.   Statement on Effectiveness of the Design and Implementation of the Internal Control System in 2022.

Approved with no objection from all members of the audit committee and submitted to the Board of Directors for resolution.

4.   Amendments of Internal Control and of Internal Regulation.

Approved with no objection from all members of the audit committee and submitted to the Board of Directors for resolution.

5.   Release of the obligation borne by “Chin-Poon (Changshu) Electronics Co., Ltd.”, the Company‘s subsidiary, of providing after-sale guarantee by its Account Receivable of RMB 20 million for the Company.

Approved with no objection from all members of the audit committee and submitted to the Board of Directors for resolution.

May 10, 2023

Fourth Meeting in 2023

1.   Consolidated financial statements for the first quarter of 2023.

Approved with no objection from all members of the audit committee and submitted to the Board of Directors for resolution.

2.   Loan Renewal of US$ 5 Million for Chin-Poon (Changshu) Electronics Co., Ltd. by Chin-Poon Holdings Cayman Limited.

Approved with no objection from all members of the audit committee and submitted to the Board of Directors for resolution.

3.   Suspension of the Company’s Guarantee for the short-term credit line of US$ 16 million by ANZ for Chin Poon Electronics (Thailand) Public Co., Ltd..

Approved with no objection from all members of the audit committee and submitted to the Board of Directors for resolution.

4.   Shareholder Loan Application of US$ 8 Million to the Company by Chin Poon Electronics (Thailand) Public Co., Ltd.

Approved with no objection from all members of the audit committee and submitted to the Board of Directors for resolution.

5.   Proposal to Increase Cash Capital of Chin Poon Electronics (Thailand) Public Co., Ltd.

Approved with no objection from all members of the audit committee and submitted to the Board of Directors for resolution.

6.   Amendments of Internal Control and of Internal Regulation.

Approved with no objection from all members of the audit committee and submitted to the Board of Directors for resolution.

Jul. 7, 2023

Fifth Meeting in 2023

1.   Nomination of the Convener of the Audit Committee for a New Term.

After discussion by the members of the Audit Committee, they unanimously agreed to elect Mr. Chen, Hsiang-Sheng as the convener of the current (third term) Audit Committee.

2.   Loan Renewal of US$ 7 Million for Chin-Poon (Changshu) Electronics Co., Ltd. by Chin-Poon Holdings Cayman Limited.

Approved with no objection from all members of the audit committee and submitted to the Board of Directors for resolution.

3.   Profits Distribution Proposals of Chin-Poon (Changshu) Electronics Co., Ltd., which appropriates RMB 292,000 thousand and distributes it to its parent company and higher holding companies that are Chin-Poon Holdings Cayman Limited., VEGA International Enterprise Co., LTD and the Company.

Approved with no objection from all members of the audit committee and submitted to the Board of Directors for resolution.

Aug. 10, 2023

Sixth Meeting in 2023

1.   Consolidated financial statements for the second quarter of 2023.

Approved with no objection from all members of the audit committee and submitted to the Board of Directors for resolution.

2.   Loan Renewal of US$ 8 Million for Chin-Poon (Changshu) Electronics Co., Ltd. by Chin-Poon Holdings Cayman Limited.

Approved with no objection from all members of the audit committee and submitted to the Board of Directors for resolution.

3.   The Company’s guarantee for the short-term credit line of US$ 20 million by the Taoyuan Branch of the Bank of Taiwan for Chin Poon Electronics (Thailand) Public Co., Ltd.

Approved with no objection from all members of the audit committee and submitted to the Board of Directors for resolution.

4.   Specific identification as non-funding loans of the Company’s major accounts receivable that have exceeded the normal credit period as of June 30, 2023.

Approved with no objection from all members of the audit committee and submitted to the Board of Directors for resolution.

Nov. 10, 2023

Seventh Meeting in 2023

1.   Consolidated financial statements for the third quarter of 2023.

Approved with no objection from all members of the audit committee and submitted to the Board of Directors for resolution.

2.   Loan Renewal of US$ 10 Million for Chin-Poon (Changshu) Electronics Co., Ltd. by Chin-Poon Holdings Cayman Limited.

Approved with no objection from all members of the audit committee and submitted to the Board of Directors for resolution.

3.   Specific identification as non-funding loans of the Company’s major accounts receivable that have exceeded the normal credit period as of September 30, 2023.

Approved with no objection from all members of the audit committee and submitted to the Board of Directors for resolution.

4.   Proposal to Increase Cash Capital of Chin Poon Electronics (Thailand) Public Co., Ltd.

Approved with no objection from all members of the audit committee and submitted to the Board of Directors for resolution.

5.   Proposal to Increase Cash Capital of US$ 20 Million for Chin-Poon Holdings Cayman Limited. by VEGA International Enterprise Co., LTD.

Approved with no objection from all members of the audit committee and submitted to the Board of Directors for resolution.

6.   Amendments of the “Self-Assessment Management Rules for the Company’s Internal Control System".

Approved with no objection from all members of the audit committee and submitted to the Board of Directors for resolution.

7.   Amendments of the “Rules Governing Financial and Business Matters Between this Corporation and its Related Parties”.

Approved with no objection from all members of the audit committee and submitted to the Board of Directors for resolution.

8.   Amendments of the “Standard Operational Procedures for Handling Requests Made by Directors".

Approved with no objection from all members of the audit committee and submitted to the Board of Directors for resolution.

9.   Ratification of Amendments in 2023 of Regulations and Procedures on Operations for the Company.

Approved with no objection from all members of the audit committee and submitted to the Board of Directors for resolution.

10. Ratification of Amendments in 2023 of Regulations and Procedures on Operations for “Chin-Poon (Changshu) Electronics Co., Ltd.”, the Company‘s subsidiary.

Approved with no objection from all members of the audit committee and submitted to the Board of Directors for resolution.

Jan. 18, 2024

First Meeting in 2024

1.   Amendment of the “Operational Procedures for Payment Collection” for the Company and for Chin-Poon (Changshu) Electronics Co., Ltd.

Approved with no objection from all members of the audit committee and submitted to the Board of Directors for resolution.

2.   Establishment of the “Operational Procedures for Pre-approval of Non-assurance Services by CPAs”.

Approved with no objection from all members of the audit committee and submitted to the Board of Directors for resolution.

3.   Amendment of the “Operational Procedures for Loaning of Company Funds” for Chin-Poon Holdings Cayman Limited.

Approved with no objection from all members of the audit committee and submitted to the Board of Directors for resolution.

4.   Amendment of the “Policy and Procedures for Employee Welfare”.

Approved with no objection from all members of the audit committee and submitted to the Board of Directors for resolution.

Feb. 29, 2024

Second Meeting in 2024

1.   Business Report and Financial Statements for 2023.

Approved with no objection from all members of the audit committee and submitted to the Board of Directors for resolution.

2.   Proposal for Distribution of 2023 Profits and Retained Earnings.

Approved with no objection from all members of the audit committee and submitted to the Board of Directors for resolution.

3.   Statement on Effectiveness of the Design and Implementation of the Internal Control System in 2023.

Approved with no objection from all members of the audit committee and submitted to the Board of Directors for resolution.

4.  Amendment of the “Articles of Incorporation”.

Approved with no objection from all members of the audit committee and submitted to the Board of Directors for resolution.

5.   KPMG's plan to change a CPA for auditing the Company's financial statements as of February 29, 2024.
Appointment and Independence Assessment of the Company's CPAs for 2024.

Approved with no objection from all members of the audit committee and submitted to the Board of Directors for resolution.

6.   Pre-approved list of Non-assurance Services by CPAs of KPMG in 2024.

Approved with no objection from all members of the audit committee and submitted to the Board of Directors for resolution.