Corporate Governance-Functional Committees-

雷科股份有限公司

持續創新改善 全員追求卓越

Continuous innovation and improvement
All employees pursue excellence

The Second Audit Committee

Audit Committee operation status information, major resolutions of the Audit Committee

The Audit Committee held meetings in the most recent fiscal year (2025), and the attendance of independent directors is tabulated below:
Title Name Attendance in person(B) Attendance by proxy Attendance rate in person(%)(B/A) Remarks
Independent Director 劉德明 1 1 1 Term from June 18, 2025 to June 17, 2028
Independent Director 林億彰 1 1 1 Term from June 18, 2025 to June 17, 2028
Independent Director 傅信彰 1 1 1 Term from June 18, 2025 to June 17, 2028
  • On May 11, 2022, the board of directors approved the “Audit Committee Charter” for compliance, which stipulates that its operation is mainly to supervise the fair presentation of the company’s financial statements, the selection (dismissal) and independence and performance of certified public accountants, the effective implementation of the company’s internal control, the company’s compliance with relevant laws and regulations, and the control of existing or potential risks.
  • The 2nd Audit Committee was established on June 18, 2025, to replace the duties and functions of Supervisors. The Audit Committee consists of three independent directors as the ex officio members.
  • 本屆委員會為第二屆,現任審計委員會於114年6月18日配合董事改選,由劉德明、林億彰、傅信彰等三位獨立董事為新任委員,委員皆具備會計或財務專長,並委請劉德明委員為召集人及會議主席,任期自114年6月18日至117年6月17日止,任期三年,同本屆董事會任期截止日。
Additional Disclosure:

The date of the meeting, session, content of the motion, opinions expressed by all independent directors, and the Company’s response to such opinions shall be specified when the operation of Audit Committee is under any one of the following circumstances:

  • Matters specified in Article 14-3 of the Securities and Exchange Act:

In 2025 and up to the date of publication of the annual report, all independent directors participated in the audit committee and approved all matters specified in Article 14-3 of the Securities and Exchange Act without objection.

  • Matters other than above stated which were not approved by the Audit Committee but resolved by over two thirds of all Directors: NA.
  • Execution of independent directors’ avoidance of motions in conflict of interests:

No avoidance of motions in conflict of interests was reported.

The Audit Committee held meetings in the most recent fiscal year (2025), and the attendance of independent directors is tabulated below:
Date of Resolution Summary of Resolution Resolution result Opinion of Independent Directors and Company’s Response
114.11.05
  • Approved: the Company's Q3 2025 financial statements.
  • Approved the proposed cash capital reduction of US$4,800,000 by Leiyu Electronic Plastics Materials (Suzhou) Co., Ltd., an investee subsidiary of the Company.
  • Not approved: the Company's proposal to acquire 100% of Shuangjian Photonics Co., Ltd. for NT$149,328,450; matter submitted to and reviewed by the Audit Committee.
  • Approved post-facto ratification of the Company's investee Leiyu Electronic Plastics Materials (Suzhou) Co., Ltd.'s acquisition of a 20% equity interest in Kunshan Weizhong Cultural & Creative Co., Ltd. for RMB 210,000.
  • Approved post-facto ratification of the reclassification of the Company's and its investee Wic Semiconductor Co., Ltd.'s investment in Hequan Technology Co., Ltd. from short-term financial assets to a long-term equity-method investment.
  • Approved post-facto ratification of the disposal by the Company of certain shares in Hequan Technology Co., Ltd., an investee company.
  • Approved post-facto ratification of the acquisition and disposal by the Company's subsidiary, Wic Semiconductor Co., Ltd., of certain shares in Hequan Technology Co., Ltd.
  • Approved the Company's 2025 internal audit plan (including subsidiaries).
 Approved by all committee members unanimously. Approved by all Independent Directors unanimously.
114.08.06
  • Approved: the Company's Q2 2025 consolidated financial statements, reviewed by the CPA and signed by the Chairman, managing officers, and chief accountant.
  • Approved amendments to the Company's 'Procurement Cycle Internal Control System and Internal Audit Implementation Rules' to comply with relevant laws and regulations.
 Approved by all committee members unanimously. Approved by all Independent Directors unanimously.
114.07.03
  • Not approved: the proposed investment by the Company's reinvested subsidiary Liubeifa Co., Ltd. in a solar photovoltaic power plant, with an estimated investment of approximately NT$107,000,000 to acquire a 1,963.555 kW solar PV facility across six sites.
 Not approved by all members present. Not approved after deliberation by all committee members.
114.05.06
  • Approved the Company's Q1 2025 consolidated financial statements, reviewed by the CPA and signed by the chairman, managing officers, and chief accountant.
  • Approved the Company's issuance of the fifth and sixth domestic unsecured convertible bonds.
  • Approved amendments to the Procedures for the Prevention of Insider Trading in accordance with relevant laws and regulations.
 Approved by all committee members unanimously. Approved by all Independent Directors unanimously.
114.03.11
  • Approved the Company's 2023 financial statements, consolidated financial statements, and business report.
  • Approved the Company's earnings distribution proposal.
  • Approved the independence and suitability assessment of the Company's certified public accountant for financial reporting.
  • Approved the definition of 'basic-level employees' in accordance with relevant laws and regulations.
  • Approved the assessment of the effectiveness of the Company's 2023 internal control system and the internal control statement.
 Approved by all committee members unanimously. Approved by all Independent Directors unanimously.

Audit Committee Charter Download

The performance evaluation results of the Audit Committee in each year are as follows
2024 2023