Announcements
07.Nov.2022
The Company's independent director raised a reserved opinionto the proposal in the Audit Committee and the board of directors.
1.Meeting date of the board of directors, audit committee
or compensation committee:2022/11/07
2.Contents of the resolution made by the board of directors,
audit committee or compensation committee (please enter
“board of directors”, “audit committee” or
“compensation committee”):audit committee, the board of directors
3.Name and resume of independent director(s) or member(s)
of the audit/compensation committee that expressed an objection
or qualified opinion:
Independent director/ Tse-Hsiang Ting/Certified Public Accountant of
Nan Tai Union & Co., Supervisor of Ya Horng Electronic Co., Ltd.
4.Motion(s) against which the objection or qualified opinion
was expressed:
Ratification of contract execution for intangible asset –
implementation of enterprise resource planning system.
5.Objection or qualified opinion by the aforementioned
independent director(s) or member(s) of the audit/
compensation committee:
(1) Article 10 of “Procedures Governing the Acquisition and Disposal
of Assets” of the Company requires that for acquisition of assets
exceeding NT$ 30 million, it should be approved by the board of directors
in advance. The transaction totaled NT$ 100million; and yet, it failed to
abide the provision.
(2) According to information published on MOEA, the registered address of
the former Chairman of GaiSenRuei Consulting Inc., the counterparty, is
the same as that of the Board member. Please clarify if he is a de facto
related party to the transaction.
(3) Shall it be disclosed as a related party in third quarter financial
report.
6.Countermeasures:
(1) During the Audit Committee, it has been ruled that GaiSenRuei
Consulting Inc. is not a related party.
(2) During the Audit Committee, two of the Independent Directors approved
that motion while one expressed reserved opinion, so the motion is thus
approved.
(3) Eight Directors, including two Independent Directors, agreed the motion;
whereas one Independent Director expressed reserved opinion. The agreed
number exceeds that of reserved ones, and the Company has completed the
ratification process for the flaw in procedure.
7.Any other matters that need to be specified:None
or compensation committee:2022/11/07
2.Contents of the resolution made by the board of directors,
audit committee or compensation committee (please enter
“board of directors”, “audit committee” or
“compensation committee”):audit committee, the board of directors
3.Name and resume of independent director(s) or member(s)
of the audit/compensation committee that expressed an objection
or qualified opinion:
Independent director/ Tse-Hsiang Ting/Certified Public Accountant of
Nan Tai Union & Co., Supervisor of Ya Horng Electronic Co., Ltd.
4.Motion(s) against which the objection or qualified opinion
was expressed:
Ratification of contract execution for intangible asset –
implementation of enterprise resource planning system.
5.Objection or qualified opinion by the aforementioned
independent director(s) or member(s) of the audit/
compensation committee:
(1) Article 10 of “Procedures Governing the Acquisition and Disposal
of Assets” of the Company requires that for acquisition of assets
exceeding NT$ 30 million, it should be approved by the board of directors
in advance. The transaction totaled NT$ 100million; and yet, it failed to
abide the provision.
(2) According to information published on MOEA, the registered address of
the former Chairman of GaiSenRuei Consulting Inc., the counterparty, is
the same as that of the Board member. Please clarify if he is a de facto
related party to the transaction.
(3) Shall it be disclosed as a related party in third quarter financial
report.
6.Countermeasures:
(1) During the Audit Committee, it has been ruled that GaiSenRuei
Consulting Inc. is not a related party.
(2) During the Audit Committee, two of the Independent Directors approved
that motion while one expressed reserved opinion, so the motion is thus
approved.
(3) Eight Directors, including two Independent Directors, agreed the motion;
whereas one Independent Director expressed reserved opinion. The agreed
number exceeds that of reserved ones, and the Company has completed the
ratification process for the flaw in procedure.
7.Any other matters that need to be specified:None
