Corporate Governance

Audit Committee

Audit Committee Members：

Title	Name	Professional Qualifications and Experience	Independence Status	Number of Other Public Companies Where Serving on Audit Committee
Independent Director/Convener	Yen Wen-Pi	More than 5 years of experience in business, legal, financial, or corporate affairs. Currently serving as an Independent Director at Hua Yang Precision Machinery Co., Ltd. Has no involvement in any circumstances specified under Article 30 of the Company Act.	Meets Independence Criteria as Follows: Neither I, my spouse, nor any of my relatives within the second degree of kinship hold any positions as directors, supervisors, or employees of the company or its affiliates. Neither I, my spouse, nor any of my relatives within the second degree of kinship (or using another person’s name) hold any shares in the company. I have not served as a director, supervisor, or employee of any company with a specific relationship to the company (as stipulated in Articles 5 through 8 of Paragraph 1, Article 3 of the Regulations on the Appointment and Responsibilities of Independent Directors in Publicly Listed Companies). I have not received any remuneration for providing business, legal, financial, accounting, or other services to the company or its affiliates within the last two years.	2
Independent Director	Hu Sheng-Yi	More than 5 years of experience in business, legal, financial, or corporate affairs. Currently serves as the Director of the Industrial Finance Institute at the Taiwan Institute of Economic Research and as an Adjunct Associate Professor in the Department of Public Management and Policy at Tunghai University Has no involvement in any circumstances specified under Article 30 of the Company Act.		0
Independent Director	Hsu Ming-Hsien	More than 5 years of experience in business, legal, financial, or corporate affairs. Currently serving as the CEO of Nan Pao Resin Chemical Co., Ltd. Has no involvement in any circumstances specified under Article 30 of the Company Act.		0

Audit Committee Responsibilities:

Establishing or amending internal controls per Article 14-1 of the Securities and Exchange Act.
Assessing internal control effectiveness.
Establishing or amending procedures for significant financial activities per Article 36-1 of the Securities and Exchange Act.
Handling directors’ conflicts of interest.
Reviewing major asset or derivatives transactions.
Approving major fund lending, endorsements, or guarantees.
Issuing or privately placing equity-related securities.
Appointing, dismissing, or setting CPA remuneration.
Appointing or dismissing heads of finance, accounting, or internal audit.
Reviewing annual and Q2 financial reports (Q2 requires CPA audit).
Other significant matters per regulations. Resolutions require approval by over half of the committee, with submission to the Board, except for the 10th item, which may proceed with over two-thirds board approval if not approved by the committee.

Internal Performance Evaluation:

Period	Method	Content	Results	Reported to Board
113.01.01 ~ 113.12.31	Internal Self-Evaluation	The company's Audit Committee conducts an internal self-assessment covering the following five key areas: The level of involvement in the company’s operations Enhancement of the Audit Committee's understanding of its responsibilities Decision-making quality of the Audit Committee Composition and selection of Committee members Internal controls	The overall performance self-assessment score for the Audit Committee is 4.68 out of 5, indicating good results and demonstrating the effectiveness of the company's efforts to enhance the Audit Committee's performance.	114.03.21

The performance of the Audit Committee was assessed across five key dimensions, comprising 26 indicators. After excluding four non-applicable items, the Committee received an average score of 4.68 out of 5, translating to a percentage score of 93.6%. This result reflects the Committee’s effective operation and its strong commitment to supervising legal compliance and risk management.

Period	Method	Content	Results	Reported to Board
112.01.01 ~ 112.12.31	Internal Self-Evaluation	The company's Audit Committee conducts an internal self-assessment covering the following five key areas: The level of involvement in the company’s operations Enhancement of the Audit Committee's understanding of its responsibilities Decision-making quality of the Audit Committee Composition and selection of Committee members Internal controls	The overall performance self-assessment score for the Audit Committee is 4.48 out of 5, indicating good results and demonstrating the effectiveness of the company's efforts to enhance the Audit Committee's performance.	113.04.30

The self-evaluation of the Audit Committee for 2023 scored between 5 ("Excellent/Strongly Agree") and 4 ("Good/Agree"), with strong agreement on most evaluation criteria. The Audit Committee's performance was effective, met corporate governance standards, and strengthened the board's functions while protecting shareholder rights.

Audit Committee’s Key Focus and Operations in 2024
Annual Work Focus Summary: The Audit Committee of the company is composed of three independent directors. The committee's primary role is to assist the board of directors in overseeing the quality and integrity of the company’s accounting, auditing, financial reporting processes, and financial controls.
In 2024, the Audit Committee held 10 meetings, discussing the following key matters:

Establishment or amendment of the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
Evaluation of the effectiveness of the internal control system.
Establishment or amendment of procedures for major financial transactions, including the acquisition or disposal of assets, engaging in derivative transactions, lending funds to others, and providing endorsements or guarantees, as required under Article 36-1 of the Securities and Exchange Act.
Matters involving the personal interest of directors.
Appointment or dismissal of the financial, accounting, or internal audit executives.
Other significant matters as prescribed by the company or regulatory authorities.

Attendance:

Title	Name	Actual Attendance (B)	Proxy Attendance	Required Attendance (A)	Attendance Rate (B/A)
Convener	Yen Wen-Pi	10	0	10	100%
Member	Hu Sheng-Yi	10	0	10	100%
Member	Hsu Ming-Hsien	10	0	10	100%

Other Matters to be Disclosed:
If any of the following circumstances occur during the operation of the Audit Committee, the meeting date, session, agenda content, the Audit Committee's resolution, and the company’s handling of the Audit Committee's opinions should be stated.
Matters listed under Article 14-5 of the Securities and Exchange Act:

Meeting Session and Date	Agenda Item	Audit Committee Resolution	Independent Director Recommendations	Company’s Response to Audit Committee Recommendations
1st Session, 12th Meeting, December 30, 2024	Amendment to the Company’s “Board Performance Evaluation Measures” Amendment to the Subsidiary’s “Internal Control System” and “Internal Audit Implementation Rules” Amendment to the Company’s “Internal Control System” and “Internal Audit Implementation Rules” The Company’s 2025 Audit Plan The 2025 Budget Plan of the Company and Its Subsidiaries	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
1st Session, 11th Meeting, November 13, 2024	Amendments to the Company’s Consolidated Financial Statements for Q2 2024 and Q2 2023 Approval of the Company’s Consolidated Financial Statements for Q3 2024 and Q3 2023 The Company’s Rolling Budget Plan for Q4 2024 Amendments to Certain Provisions of the Company’s Articles of Incorporation Approval of Patent License Grant to Photonicore Technologies Co., Ltd.	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
1st Session, 10th Meeting, September 19, 2024	The Company’s Financial Forecasts for Q3 and Q4 2024 Proposed Capital Reduction by Subsidiary LIGHTEL TECHNOLOGIES, INC. (hereinafter “Lightel US”) Loan from the Company to Subsidiary LIGHTEL TECHNOLOGIES, INC. (hereinafter “Lightel US”) Proposed Amendments to the Subsidiary LIGHTEL TECHNOLOGIES, INC.’s Internal Control System Proposal for the Company to Renew Lease of Global Life Insurance Office and Parking Spaces, and Recognition of Right-of-Use Assets Proposal for Subsidiary Lightel Technologies (Shenzhen) Co., Ltd. to Expand Lease of Factory and Dormitory at Funing High-tech Industrial Park, and Recognition of Right-of-Use Assets	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
1st Session, 9th Meeting, August 30, 2024	Approval of the Company’s Consolidated Financial Report for Q2 2024 Addition to the Engagement Contract for the Internal Control Special Audit Approval of the Effectiveness Assessment of the Company’s Internal Control System for the Period from July 1, 2023, to June 30, 2024, and the Internal Control System Statement (Applicable for CPA Review) Amendment to the 2024 Audit Plan of Subsidiary LIGHTEL TECHNOLOGIES, INC. (hereinafter “Lightel US”) Capital Expenditure Proposal for Additional Equipment by Subsidiary Lightel Technologies (Shenzhen) Co., Ltd. Proposed Amendments to the Company’s Internal Control System Proposal to Increase the Public Expenses for the IPO Audit Engagement Contract	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
1st Session, 8th Meeting, July 18, 2024	Amendments to the Company’s Rolling Budget Plan for Q3 2024 Amendments to the Company’s Financial Forecasts for Q3 and Q4 2024 Amendments to the Company’s “Rules of Procedure for Board Meetings” Establishment of the Company’s “Managerial Concurrent Position Assessment and Management Measures”	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
1st Session, 7th Meeting, June 20, 2024	Amendments to the Company’s Consolidated Financial Statements for Fiscal Years 2022 and 2023 Approval of the Effectiveness Assessment of the Company’s Internal Control System for the Period from April 1, 2023, to March 31, 2024, and the Internal Control System Statement (Applicable for CPA Review) Authorization for the Company’s Lead Underwriters to Conduct Over-Allotment Placement During the Underwriting Period Revision of the Subsidiary Lightel Technologies (Shenzhen) Co., Ltd.’s Budget for Expansion (Lease) of Factory Premises and Equipment Capital Expenditures The Company’s Rolling Budget Plan for Q3 2024 The Company’s Financial Forecasts for Q3 and Q4 2024 Proposed Amendments to the Company’s Internal Control System Proposal to Purchase Directors and Officers Liability Insurance from Chubb Insurance (U.S.) Proposed Amendments to the Subsidiary’s Internal Control System Approval of the Company’s Consolidated Financial Statements for Fiscal Year 2023 and Q1 2024 Classification of Non-Disguised Financing as Lending of Funds to Others	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
1st Session, 6th Meeting, April 30, 2024	Amendments to Certain Provisions of the Company’s Articles of Incorporation Amendments to the Company’s Procedures for Lending of Funds to Others Amendments to the Company’s Internal Control–Related Policies and Procedures Renewal of the Engagement Contract for the Internal Control Special Audit	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
1st Session, 5th Meeting, March 26, 2024	Preparation of the Company’s 2023 Internal Control System Statement The Company’s 2023 Annual Business Report and Financial Statements, Including Consolidated Financial Statements Proposal for the Distribution of 2023 Earnings Assessment of the Independence and Competency of the Company’s Certified Public Accountant (CPA) The Company’s Rolling Budget Plan for the Second Quarter of 2024 Appointment of the Company’s Stock Affairs Agent Proposal for the Company to Apply for Initial Listing on the Taipei Exchange (TPEx) and for Public Issuance of Shares Correction of the Shareholders’ Register Amendments to the Company’s “Rules of Procedure for Board Meetings” Amendments to the Company’s “Audit Committee Charter” Authorization for Meilide Technology (Shenzhen) Co., Ltd. and Its Holding Company, Deyi Co., Ltd., to Proceed with Liquidation and Dissolution Appointment and Remuneration of the CPA for Certification of the Company’s 2024 Financial Statements	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
1st Session, 4th Meeting, February 22, 2024	Proposal to Release Managerial Officers from Non-Competition Restrictions Approval of the Company’s Consolidated Financial Statements for Fiscal Year 2022	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
1st Session, 3nd Meeting, January 23, 2024	Approval of the Company's "Enhancement Plan for Preparing Financial Statements"	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.

Meeting Session and Date	Agenda Item	Audit Committee Resolution	Independent Director Recommendations	Company’s Response to Audit Committee Recommendations
1st Session, 2nd Meeting, December 21, 2023	Internal Audit Business Execution Report.	Acknowledged.	None	Acknowledged.
	Revision of the company’s "Procedures for Lending Funds to Others."	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
	Revision of the company’s "Procedures for Acquiring or Disposing of Assets."	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
	Revision of the company’s "Budget Management Regulations."	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
	Revision of the company’s "Board Meeting Procedures."	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
	Revision of the company’s "Compensation Committee Organization Rules."	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
	Revision of the company’s "Board Performance Evaluation Procedures."	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
	Revision of the subsidiary’s internal control system and the appointment and dismissal of the subsidiary’s audit supervisor.	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
	Issuance of the company’s "2023 First Employee Restricted Stock Plan."	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
	2023 Company Audit Plan.	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
	Donation to social welfare and charitable organizations, and authorization of the Chairman.	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
	Company’s capital change plan.	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
	Amendment to the company’s Articles of Incorporation.	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
	Regarding items overdue beyond the normal credit period of three months, such as "Receivables," "Prepayments," and "Deposits," and if the amount is significant, the proposed classification as non-lending funds.	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
	Appointment of the company’s 2023 Financial Statement Auditors.	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
	Capital expenditure for the expansion (leasing) of the factory and equipment of the subsidiary Lightel Technologies (Shenzhen) Co., Ltd.	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
	Company’s 2024 Business Plan and Budget.	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
1st Session, 1st Meeting, November 17, 2023	Appointment of the Convenor of the 1st Audit Committee.	Unanimously approved by all attending members.	None	Presented to the Board of Directors and unanimously approved by all attending directors.
1st Session, 1st Meeting, November 17, 2023	Establishment of the subsidiary Power Fiber Optics Inc. to execute a reverse triangular merger with Lightel US, and appointment of a proxy.	Unanimously approved by all attending members, and referred to the Board of Directors for resolution.	None	Presented to the Board of Directors and unanimously approved by all attending directors.

Other matters not approved by the Audit Committee but resolved with more than two-thirds approval by all Board members: None.
Independent Directors' Abstention on Related Party Matters:
The names of independent directors, the agenda items, reasons for abstention, and their participation in voting: None.