Committees

Audit Committee

To strengthen the board’s supervisory responsibilities and enhance the board’s management mechanisms, the Company established the Audit Committee on December 8, 2022. The Committee assists the Board in overseeing the quality and integrity of the Company’s accounting, auditing, financial reporting processes, and financial controls. The Committee is composed of four independent directors and meets at least once every quarter. Mr. Chung-Yuan Hsu, an adjunct professor in the Accounting Department at National Chengchi University, serves as the convener and chairperson of the committee.

The members’ professional qualifications and experience are as follows:

Name \ Qualifications Professional Qualifications and Experience
Independent Director
Chung-Yuan Hsu 		1. Currently serving as an adjunct professor in the Accounting Department at National Chengchi University.
2. Previously served as a professor and department chair of the Accounting Department at National Chengchi University; was a partner at Liben CPA Firm; holds a Ph.D. from the University of Memphis, USA; and is well-versed in finance, accounting, and corporate management.
Independent Director
Hui-Chin Chiu 		1. Currently serving as Executive Director and Chief Strategy Officer at Juteng International Holdings Co., Ltd.; formerly served as CEO of Lite-On Technology Corporation.
2. Well-versed in corporate operations, management, and business expertise.
Independent Director
Ming-Wei Lai 		1. Currently serving as Chief Financial Officer at Lingsheng Precision Industrial Co., Ltd., and a graduate of the Accounting Department at National Chengchi University.
2. Well-versed in finance, accounting, and corporate management expertise.
Independent Director
Yue-Yun Lin 		1. Currently serving as Honorary Professor and Adjunct Professor at National Chengchi University, and a member of the Bilingual and Multicultural Promotion Committee at National Chengchi University.
2. Previously served as a director and supervisor at the International Cooperation and Development Fund under the Ministry of Foreign Affairs, as Vice President for International Cooperation and Dean of Student Affairs at National Chengchi University; she is well-versed in corporate management, human resource management, intellectual capital, and corporate social responsibility.
Primary Responsibilities of the Audit Committee

  • Establish or amend the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
  • Assessment of the Effectiveness of the Internal Control System.
  • Establish or amend procedures for handling major financial activities such as acquisition or disposal of assets, engaging in derivative transactions, lending funds to others, endorsing for others, or providing guarantees, in accordance with Article 36-1 of the Securities and Exchange Act.
  • Matters involving conflicts of interest of directors.
  • Significant asset or derivative transactions.
  • Significant lending of funds, endorsements, or provision of guarantees.
  • The raising, issuance, or private placement of equity-type securities.
  • Appointment, dismissal, or remuneration of the certified public accountant.
  • Appointment and removal of financial, accounting, or internal audit supervisors.
  • Annual financial reports signed or stamped by the chairman, manager, and accounting supervisor, as well as the second quarter financial reports subject to audit and certification by a certified public accountant.
  • Other significant matters stipulated by the company or regulatory authorities.

    • Audit Committee Operations

    Matters specified in Article 14-5 of the Securities and Exchange Act

    Date and Session
    of the Audit Committee
    Meetings     		Content of the Proposal Resolution of the Audit Committee Company’s Response to the Audit Committee’s Opinions
    2024/3/28
    First Term
    9th Session
    • The proposal for the Company's 2023 Business Report and Financial Statements.
    • The proposal for the Company's 2023 Internal Control System Statement.
    • The proposal to amend the Company's "Rules of Procedure for Board of Directors Meetings."
    • The proposal to amend the Company's "Audit Committee Charter."
    • The proposal to amend the Company's "Financial Statement Preparation Process Management Procedures."
    • The proposal to establish the Company's "Sustainability Report Preparation and Assurance Procedures."
    		 The Audit Committee, with all independent director members present, unanimously agreed to approve the proposal without objection. The Board of Directors, with all directors present, unanimously agreed to approve the proposal without objection.
    2024/5/14
    First Term
    10th Session
    • The proposal to issue the "Internal Control System Statement" for the purpose of applying for OTC listing.
    • The proposal for the Company to lend funds to its subsidiary, Hong Cheng Electronics (Vietnam) Co., Ltd.
    • The proposal for an overseas subsidiary to purchase production equipment for high-speed transmission cables used in AI servers.
    • The proposal to ratify the Company’s “2023 First Employee Stock Option Plan and Subscription Rules.”
    2024/7/23
    First Term
    11th Session
    • The proposal to conduct a cash capital increase and issue new shares prior to the Company's initial OTC listing.
    2024/8/12
    First Term
    12th Session
    • The proposal for the Company's consolidated financial statements for the first half of 2024.
    • The proposal for a cash capital injection into the Company's subsidiary, VSOVN Electronics (Hanoi) Company Limited.
    • The proposal for the construction of a factory and the purchase of production equipment by the subsidiary, VSOVN Electronics (Hanoi) Company Limited.
    • Proposal to establish the "Procedures for Application for Suspension and Resumption of Trading."
    2024/11/11
    First Term
    13th Session
    • Proposal to revoke the establishment of the Samoa subsidiary.
    • Proposal for amendment regarding the establishment of a subsidiary in Vietnam.
    • Proposal for the 2025 Audit Plan and the Revision of the Approval Authority Procedures.
    • Proposal for the Establishment of the "Sustainability and Risk Management Committee Organizational Rules."
    • Proposal for the Establishment of the "Sustainability Information Management Operating Procedures."
    2025/1/16
    First Term
    14th Session
    • Proposal for the Reduction of Funds Loaned to Subsidiary Hongcheng Electronics (Vietnam) Co., Ltd.
    • Proposal for Providing Funds Loan to Subsidiary Hongcheng Electronics (Vietnam) Co., Ltd.
    • Proposal for Audit Fees of the Company's 2025 Financial Statements.
    • Proposal Regarding the Independence and Competence of the Company's Certified Public Accountants for the Year 2025.
    2025/3/13
    First Term
    15th Session
    • Proposal on the Company's 2024 Business Report and Financial Statements.
    • Proposal on the Company's Planned Capitalization of Earnings and Issuance of New Shares.
    • Proposal on the Company's 113th Fiscal Year “Internal Control System Statement.”
    • Proposal to Lift the Non-Competition Restrictions for Newly Appointed Directors.
    • Proposal for Cash Capital Increase in the Company's Subsidiary, VSOVN ELECTRONICS (HANOI) COMPANY LIMITED (hereinafter referred to as Hongcheng Hanoi).
    • Proposal for the Company to Issue Employee Stock Warrants Below Market Price.
    • Proposal to Amend the Company's "Board of Directors Performance Evaluation Procedures."
    • Proposal to Amend the Company's "Related Party Financial and Business Transactions Operational Procedures."
    • Proposal to Amend the Company's "Compensation and Nomination Committee Organizational Rules."
    2025/4/16
    First Term
    16th Session
    • Proposal for the Company to Repurchase Shares and Transfer Them to Employees.
    2025/5/12
    First Term
    17th Session
    • Proposal for the Company to Provide Additional Loans to Subsidiary Hongcheng Electronics (Vietnam) Co., Ltd. (hereinafter referred to as Vietnam Hongcheng).
    • Proposal to Ratify the Company's "First Share Buyback and Transfer to Employees Plan."

    Communication Matters Between Independent Directors, Internal Audit Supervisor, and Certified Public Accountants Are Shown in the Table Below:

    Communication Meeting Date Matters Communicated with the Internal Audit Supervisor Matters Communicated with the Certified Public Accountants
    2024/3/28
    • Internal Audit Personnel Structure of the Company
    • Implementation Status of the Q4 2023 Audit Plan
    • The Company's 2023 (112th Year) "Statement on Internal Control System"
    • Summary of the CPA’s Audit Report on the Company’s 2023 Financial Statements
    • Explanation of Significant Accounting Policies, Major Accounting Estimates, and Material Events or Transactions
    • Explanation of Significant Risks and Key Audit Matters
    2024/8/12
    • Execution Status of the Audit Plan for the First and Second Quarters of Year 2024.
    • Oral Report on the Overview of Subsidiary Audits.
    • Review Methods, Scope, and Report on the Review Results of the Financial Statements for the First Half of 2024
    • Description of Significant Accounting Policies, Key Accounting Estimates, and Material Events or Transactions.
    • Other Matters Communicated with the Governance Unit.
    2024/11/11
    • Execution Status of the Audit Plan for the Third Quarter of 2024.
    • Proposal for the Establishment of the Organizational Rules for the Sustainability Development and Risk Management Committee.
    • Proposal for the Establishment of the Company's Sustainable Information Management Operational Procedures.
    • Review Methods, Scope, and Results Report of the Financial Statements for the Third Quarter of Year 2024.
    • Explanation of Significant Accounting Policies, Major Accounting Estimates, and Significant Events or Transactions.
    • Explanation of Significant Risks and Planned Key Audit Matters for the Year 2024.
    • Other Matters Communicated with the Governance Units.
    2025/3/13
    • The Company's 2024 Internal Control System Statement.
    • Summary of the Auditor's Report on the 2024 Financial Statement Audit.
    • Explanation of Significant Accounting Policies, Major Accounting Estimates, and Significant Events or Transactions.
    • Explanation of Significant Risks and Key Audit Matters.
    • Other Communication Matters.
    Title Date Download
    Title
    Regulations of the Audit Committee 20240328..pdf
    Date
    2024-03-29
    Download
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    Remuneration and Nomination Committee

    Remuneration and Nomination Committee

    The Company established the Compensation Committee on September 6, 2022, to enhance the functions of the Board of Directors and strengthen the management mechanism. On March 13, 2025, the Board resolved to rename the original Compensation Committee as the Compensation and Nomination Committee, and approved the "Organizational Charter of the Compensation and Nomination Committee."

    Powers and Responsibilities of the Remuneration and Nomination Committee:

    The Committee shall faithfully perform the following duties with the care of a prudent manager and submit its recommendations to the Board of Directors for discussion:

    1. Periodically review the Organizational Charter of the Compensation and Nomination Committee and propose amendments as necessary.

    2. Establish and periodically review the performance evaluation criteria, annual and long-term performance goals, as well as the policies, systems, standards, and structure of compensation for the Company’s directors and managerial officers.

    3. Periodically evaluate the performance of the Company’s directors and managerial officers in achieving their performance goals, and determine the content and amount of their individual compensation based on the results of the performance evaluation.

    4. Establish the criteria for the professional knowledge, skills, experience, gender diversity, and independence required of board members and senior managerial officers, and, based on these criteria, identify, review, and nominate candidates for directors and senior managerial positions.

    5. Establish and develop the organizational structure of the Board of Directors and its committees, conduct performance evaluations of the Board, each committee, individual directors, and senior executives, and assess the independence of independent directors.

    6. Formulate and regularly review the director training program as well as succession plans for directors and senior executives.

    7. Formulate the Company's Corporate Governance Guidelines.


    Operation of the Compensation and Nomination Committee


    Meeting Dates and Agenda Items for Year 2024:

    Meeting Date Agenda Content Resolution Result Handling of the Company's Responses
    to the Compensation and Nomination
    Committee’s Recommendations
    2024/3/28
    Second Term
    6th Session
    • The proposal for employee compensation and director remuneration for the year 2023.
    • Review of the "Remuneration Payment Procedures for Directors, Functional Committees, and Managers" proposal.
    • Review of the 2024 Performance Evaluation Criteria for Directors and Functional Committee Members.
    		 All attending committee members agreed. All directors attending the board meeting unanimously approved the proposal without any objections.
    2024/5/14
    Second Term
    7th Session
    • The Company's 2023 Managerial Compensation Allocation Proposal.
    • The Company's 2023 Director Compensation Allocation Proposal.
    • Proposal to Ratify the Company's "2023 First Employee Stock Option Issuance and Subscription Plan."
    2024/6/25
    Second Term
    8th Session
    • Proposal to Evaluate the Fixed Salaries of the Company's Managers and Family Members of the Chairman.
    2024/8/12
    Second Term
    9th Session
    • Proposal for Subscription by Managers and Directors with Employee Status in the Cash Capital Increase and New Share Issuance Prior to Initial Public Listing.
    • Proposal for Managerial Salaries and Compensation for the Company in Fiscal Year 2024.
    • Proposal for Managerial Performance Bonus Distribution Plan for the Company in Fiscal Year 2024.
    2024/11/11
    Second Term
    10th Session
    • Proposal for Managerial Performance Bonus Distribution Plan for the Company's Third Quarter of Fiscal Year 2024.
    Title Date Download
    Title
    Regulations of the Remuneration Committee.pdf
    Date
    2023-08-24
    Download
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    Sustainability and Risk Management Committee

    The Company established the Sustainability Committee on March 27, 2023. To fulfill the Company's sustainability goals and strengthen sustainability and risk governance, the Board of Directors resolved on November 11, 2024 to approve the "Organization Regulations of the Sustainability and Risk Management Committee."

    Authority and Responsibilities of the Sustainability and Risk Management Committee:
  • Formulate, promote, and strengthen the company's sustainability development and risk management policies, annual plans, and strategies.
  • Review, monitor, and revise the implementation and effectiveness of sustainability development.
  • Supervise the disclosure of sustainability information and review the sustainability report.
  • Oversee the company's sustainability code of conduct, risk governance, and the execution of other sustainability-related tasks as resolved by the Board of Directors.
    • Organizational Structure of the Sustainability and Risk Management Committee:

    Operation of the Sustainability and Risk Management Committee

    Meeting Dates and Agenda Items in 2024:

    Meeting Date Agenda Content Resolution Result
    2025/3/28
    First Term
    2nd Session
    • Proposal to establish the "Sustainability Report Preparation and Assurance Procedures" of the Company.
    • The Company’s 2023 Sustainability Report.
    • Proposed 2024 Work Plan of the Company’s Sustainability Development Committee.
    		 All directors attending the board meeting unanimously approved the proposal without any objections.
    Title Date Download
    Title
    Organizational Regulations of the Corporate Sustainability Committee.pdf
    Date
    2023-08-23
    Download
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