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Audit Committee

  • Composition of the Audit Committee

The Audit Committee comprises all Independent Directors, the number of which shall be no less than three persons. One of them shall be the convenor, and at least one shall possess accounting or financial expertise.


The term of office for the current members of the Audit Committee is from July 6, 2021 to July 5, 2024. Independent Director Kuo Chien Chung is the convenor; Independent Director Por Hsiung Lai possesses biotech expertise, Independent Director Kuo Chien Chung possesses financial expertise, and Independent Director Yong-Xiang Chiu possesses legal expertise.

  • Powers of the Audit Committee

The powers of the Committee are as follows:

  1. The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
  2. Assessment of the effectiveness of the internal control system.
  3. The adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others.
  4. Matters in which a director is an interested party.
  5. Asset transactions or derivatives trading of a material nature.
  6. Loans of funds, endorsements, or provision of guarantees of a material nature.
  7. The offering, issuance, or private placement of equity-type securities.
  8. The hiring or dismissal of a certified public accountant, or their compensation.
  9. The appointment or discharge of a financial, accounting, or internal audit officer.
  10. Annual and semi-annual financial reports.
  11. Other material matters as may be required by this Corporation or by the competent authority.
  • Meetings of the Audit Committee

A total of twenty-one Audit Committee meetings were convened from 2021 to December of 2023, and the average attendance of all Directors was 100%:

Title
Name
NO. OF MEETINGS ATTENDED (B)
NO. OF MEETINGS ATTENDED BY PROXY
ATTENDANCE RATE (B/A)
REMARK
Independent Director
Lai Por Hsiung
21
0
100%
Re-elected after expiration of tenure on Jul. 6, 2021
Independent Director
Kuo Chien Chung
21
0
100%
Re-elected after expiration of tenure on Jul. 6, 2021
Independent Director
Yong-Xiang Chiu
17
0
100%
Newly elected on Sep. 1, 2021
Independent Director
Hsieh, Yi-Hong
2
0
100%
Newly elected on Jul. 6, 2021; dismissed on Sep. 1, 2021
Independent Director
Chang Fu Ching
2
0
100%
Dismissed on Jul. 6, 2021
  • Operations of the Audit Committee

The main function of the Audit Committee is to supervise the following matters:

  1. Fair presentation of the financial reports of this Corporation.
  2. The hiring (and dismissal), independence, and performance of certificated public accountants of this Corporation.
  3. The effective implementation of the internal control system of this Corporation.
  4. Compliance with relevant laws and regulations by this Corporation.
  5. Management of the existing or potential risks of this Corporation.

Audit Committee Meeting Status

(1) Proposals that required the consent of over half of the Audit Committee members and were submitted to the Board of Directors for resolution from 2021 to December of 2023 according to Article 14-5 of the Securities and Exchange Act were as follows:

MEETING DATE CONTENTS OF THE MOTION AUDIT COMMITTEE OPINION EXECUTION
2021/02/23 Business report and financial statement. Approved Executed as approved
Distribution of remuneration of 2020 for employees and directors of the Company. Approved Executed as approved
Report of performance reviews for directors, functional committees, managerial officers of the Company and remuneration thereof for the year 2020. Approved Executed as approved
The Company’s distribution of surplus profit of 2020. Approved Executed as approved
The proposal of report on the allocation of shareholders’ dividends for the year 2020. Approved Executed as approved
Proposal of appointment and remuneration of certified public accounts. Approved Executed as approved
Proposal of amending Regulations of Remuneration Distributed to Directors and Functional Committees. Approved Executed as approved
The Statement of Internal Control System in 2020. Approved Executed as approved
2021/05/11 Proposal for the financial statement of the first quarter in 2021. Approved Executed as approved
Proposal of amending "Rules of Procedure for Shareholders Meetings". Approved Executed as approved
2021/07/15 Election of the convenor and chair of the 2nd Audit Committee. Approved Executed as approved
Proposal of the Company's lease of office to a legal person, International Coffee Research Institute. Approved Executed as approved
Proposal of amending "Regulations Governing Managerial Officers Remuneration and Performance Evaluation". Approved Executed as approved
2021/08/06 Proposal for the financial statement of the company of the second quarter in 2021. Approved Executed as approved
The proposal of establishing "Regulations Governing Risk Management". Approved Executed as approved
2021/11/09 Proposal for auditing the financial statement of the third quarter in 2021. Approved Executed as approved
Proposal of amending "Regulations of Remuneration Distributed to Directors and Functional Committees", "Regulations Governing for Managerial Officers and Employee Salaries and Bonuses" and "Regulations Governing for Managerial Officers Remuneration and Performance Evaluation". Approved Executed as approved
Proposal of amending "Regulations Governing Managing Levels and Delegation of Authority". Approved Executed as approved
2021/12/14 Proposal of amending "Regulations Governing Level of Authority" and "Regulations Governing Budget Management". Approved Executed as approved
Proposal of amending "Regulations Governing Managerial Officers’ Remuneration and Performance Evaluation". Approved Executed as approved
Proposal of Annual Audit Plan for 2022 for both the Company and the wholly-owned subsidiary CH Biotech, LLC. Approved Executed as approved
2022/02/16 Business report and financial statement. Approved Executed as approved
The Company prepares summary financial forecast of the first quarter to the second quarter of 2022. Approved Executed as approved
Proposal of applied to the stock exchange to IPO the Taiwan Innovation Edition, and planned to issue a cash receipts and expenditure forecast table for consideration. Approved Executed as approved
To comply with the company applying for list on the Taiwan Innovation Board, here to prepare the Statement of Internal Control System. Approved Executed as approved
Report of performance reviews for directors, functional committees, managerial officers of the Company and remuneration thereof for the year 2021. Approved Executed as approved
Distribution of remuneration of 2021 for employees and directors of the Company. Approved Executed as approved
The Company’s distribution of surplus profit of 2021. Approved Executed as approved
The proposal of report on the allocation of shareholders’ dividends for the year 2021. Approved Executed as approved
Proposal for increasing capital with surplus 2021. Approved Executed as approved
Proposal of amending Approved Executed as approved
Proposal of amending "Regulations Governing the Acquisition and Disposal of Assets". Approved Executed as approved
The proposal to adjust the organizational structure of the company is proposed for discussion. Approved Executed as approved
Proposal of Evaluation of the independence of the company’s CPA. Approved Executed as approved
Proposal of amending Approved Executed as approved
The Statement of Internal Control System in 2021. Approved Executed as approved
2022/04/13 The Company prepares summary financial forecast of the second quarter to the third quarter of 2022. Approved Executed as approved
Planned to issue a cash receipts and expenditure forecast table for consideration. Approved Executed as approved
Matters for renegotiation of the Research and Supply Agreement ("the Agreement") and the IP Agreement (the "Intellectual Property Agreement") between the Company and Loveland Products Canada Inc. (hereinafter referred to as "LPC"). The Company and LPC may be hereinafter referred to as the "Parties". Approved Executed as approved
Progress report and additional budget proposal for the investment project of the Company’s manufacturing plant based in Changhua Coastal Industrial Park. Approved Executed as approved
Proposal of amending "Rules of Procedure for Shareholders Meetings". Approved Executed as approved
Proposal of amending "Corporate Governance Best Practice Principles for Companies". Approved Executed as approved
Proposal of amending "Regulations Governing Salary Determination" and "Regulations Governing Salaries and Bonuses of Managerial Officers and Employee". Approved Executed as approved
2022/05/09 Proposal for the financial statement of the first quarter in 2022. Approved Executed as approved
CH Biotech R&D Co. Ltd (hereinafter called the Company) expects to apply to the Taiwan Stock Exchange for listing on Taiwan Innovation Board, and plans to issue a statement on the authenticity of sales and no trading irregularities in financial and business transactions with Loveland Products, Inc. (hereinafter referred to as LPI). Approved Executed as approved
2022/06/08 Cooperation with National Chung Hsing University from 2022 to establish the "Research Institute of Academy of Circular Economy, National Chung Hsing University". Approved Executed as approved
2022/08/09 Proposal for the financial statement of the company of the second quarter in 2022. Approved Executed as approved
Proposal of amending "Internal Audit Enforcement Rules" and "Sale & Receipt Cycle-Coffee Seminars" and "Sale & Receipt Cycle-Baking Seminars" and "Regulations Governing Level of Authority". Approved Executed as approved
2022/09/20 Proposal of Chairman’s salary modification. Approved Executed as approved
Proposal of salary modification of managerial officers and employees. Approved Executed as approved
2022/11/18 Discussion on Revisions of Company’s Rules of Procedure for Board of Directors Meetings. Approved Executed as approved
Discussion on Standard Operating Procedures for Handling Requests from Directors. Approved Executed as approved
Proposal of amending Approved Executed as approved
Proposal of Annual Audit Plan for 2023 for both the Company and the wholly-owned subsidiary CH Biotech, LLc. Approved Executed as approved
2023/02/21 Business report and financial statement. Approved Executed as approved
Report of performance reviews and remunerations for directors, functional committee members, managerial officers of the Company as well as remuneration reporting matters for the year 2022. Approved Executed as approved
Distribution of remuneration of 2022 for employees and directors of the Company. Approved Executed as approved
The Company’s distribution of surplus profit of 2022. Approved Executed as approved
The proposal of report on the allocation of shareholders’ dividends for the year 2022. Approved Executed as approved
Proposal of amending the "Articles of Incorporation". Approved Executed as approved
Amendments to "Seal Control Regulations", "Corporate Governance Best Practice Principles for Companies", "Sustainable development Best Practices Principles" and "Code for Prevention of Insider Trading". Approved Executed as approved
Proposal of Evaluation of the independence of the company's CPA. Approved Executed as approved
The Statement of Internal Control System in 2022. Approved Executed as approved
2023/05/09 It is planned to stipulate the Company’s General Principles of Non-Assurances Services Pre-Approval Policy. Approved Executed as approved
Due to CPA firm internal transfer, CHB changed CPA. Approved Executed as approved
Proposal of appointment and remuneration of certified public accountant. Approved Executed as approved
Proposal for the financial statement of the company of the first quarter in 2023. Approved Executed as approved
Proposal of amending “ Procedure for Shareholders Meetings”. Approved Executed as approved
2023/05/24 The Company prepares the summary financial forecast of the second quarter to the third quarter of 2023. Approved Executed as approved
The Company prepares the statement of cash receipts and disbursements. Approved Executed as approved
To control the quality of raw materials and to enhance market competitiveness, the Company plans for a strategic investment plan. Approved Executed as approved
2023/08/08 Proposal for the financial statement of the company of the second quarter in 2023. Approved Executed as approved
The Company prepares the summary financial forecast of the third quarter to the fourth quarter of 2023. Approved Executed as approved
The Company prepares the statement of cash receipts and disbursements. Approved Executed as approved
Earnings distribution for the first half of 2023. Approved Executed as approved
The Company’s rental of the Zhangbin Plant. Approved Executed as approved
Proposal for the Company's organization chart adjustment. Approved Executed as approved
2023/09/28 The Company revises the 2023 financial forecasting for the third quarter to the fourth quarter as per the laws and regulations. Approved Executed as approved
The Company prepares the statement of cash receipts and disbursements. Approved Executed as approved
2023/10/26 The Company plans for issuance of new shares through cash capital increase before IPO. Approved Executed as approved
The Company prepares the summary financial forecast of the fourth quarter of 2023 to the first quarter of 2024 and the statement of cash receipts and disbursements. Approved Executed as approved
The Company prepares the statement of cash receipts and disbursements. Approved Executed as approved
The Company plans to sign a mandate contract in compliance with the laws of the Republic of China (Taiwan) and relevant regulations in connection with the TWSE listing with the lead securities underwriter Fubon Securities Co., Ltd.,. Approved Executed as approved
Proposal of amending”Regulations Governing Level of Authority”. Approved Executed as approved
Proposal of amending”Remuneration Committee Charter”. Approved Executed as approved
2023/11/07 Proposal for the financial statement of the company of the second quarter in 2023. Approved Executed as approved
The Company plans to apply for credits lines from banks in order to enhance its overall financing stability and flexibility. Approved Executed as approved
The revision of the Company’s "Computerized Information System Cycle Plan". Approved Executed as approved
2023/12/12 Proposal of year-end bonus for chairman and managerial positions of 2023. Approved Executed as approved
Proposal of Annual Audit Plan for 2024 for both the Company and the whollyowned subsidiary CH Biotech, LLC. Approved Executed as approved

(2) CPAs of the Company to be present at the Audit Committee meetings and communicate with Independent Directors regarding the financial reports of each quarter, or financial, taxation, or other matters required by relevant laws and regulations:

MEETING DATE COMMUNICATION FOCUS RECOMMENDATIONS AND RESULTS
2021/02/23
Audit Committee
2020 business report and financial statement No objection. After a report to the Board, a report was filed to the competent authority.
2021/05/11
Audit Committee
2021 Q1 financial statement No objection. A report was sent to the Board.
2021/08/06
Audit Committee
2021 Q2 financial statement No objection. After a report to the Board, a report was filed to the competent authority.
2021/11/09
Audit Committee
2021 Q3 financial statement No objection. A report was sent to the Board.
2021/12/21
Key Audit Meeting
An annual audit plan No objection after inquiry.
Description of key audit matters No objection after inquiry.
Updates of important laws and regulations No objection after inquiry.
2022/02/16
Audit Committee
2021 business report and financial statement No objection. After a report to the Board, a report was filed to the competent authority.
2022/05/09
Audit Committee
2022 Q1 financial statement No objection. A report was sent to the Board.
2022/08/09
Audit Committee
2022 Q2 financial statement No objection. After a report to the Board, a report was filed to the competent authority.
2022/11/18
Audit Committee
2022 Q3 financial statement No objection. A report was sent to the Board.
2022/12/29
Key Audit Meeting
An annual audit plan No objection after inquiry.
Description of key audit matters No objection after inquiry.
Updates of important laws and regulations No objection after inquiry.
2023/02/21
Audit Committee
2022 business report and financial statement No objection. After a report to the Board, a report was filed to the competent authority.
2023/05/09
Audit Committee
2023 Q1 financial statement No objection. After a report to the Board, a report was filed to the competent authority.
2023/08/08
Audit Committee
2023 Q2 financial statement No objection. After a report to the Board, a report was filed to the competent authority.
2023/11/07
Audit Committee
2023 Q3 financial statement No objection. After a report to the Board, a report was filed to the competent authority.
2023/12/12
Key Audit Meeting
An annual audit plan No objection after inquiry.
Description of key audit matters No objection after inquiry.
Updates of important laws and regulations No objection after inquiry.

Remuneration Committee

  • Composition of the Remuneration Committee

The functions of the Committee are to professionally and objectively evaluate the policies and systems for compensation of the directors and managerial officers of this Corporation, and submit recommendations to the board of directors for its reference in decision making.


The term of office of the current members of the Remuneration Committee is from July 6, 2021 to July 5, 2024, and Independent Director Kuo Chien Chung is the convenor.

  • Duties of the Remuneration Committee

The Committee shall exercise the care of a good administrator to faithfully perform the following duties and present its recommendations to the board of directors for discussion. However, recommendations regarding compensation for supervisors may be submitted to the board of directors for discussion only when the board of directors is expressly authorized to resolve on that matter by the Articles of Incorporation or by a resolution of the shareholders meeting:

1. Periodically reviewing the charter and making recommendations for amendments.
2. Establishing and periodically reviewing the annual and long-term performance goals, and the policies, systems, standards, and structure for the compensation of the directors and managerial officers of this Corporation.
3. Periodically assessing the degree to which performance goals for the directors and managerial officers of this Corporation have been achieved, setting the types and amounts of their individual compensation.

  • Meetings of the Remuneration Committee

A total of twelve Remuneration Committee meetings were convened from 2021 to Dec. of 2023, and the average attendance of all Directors was 97.22%:

Title
NAME
NO. OF MEETINGS ATTENDED (B)
NO. OF MEETINGS ATTENDED BY PROXY
ATTENDANCE RATE (B/A)
REMARK
Convenor
Kuo Chien Chung
12
0
100%
Re-elected on Jul. 6, 2021
Member
Lai Por Hsiung
12
0
100%
Re-elected on Jul. 6, 2021
Member
Yong-Xiang Chiu
10
0
100%
Newly elected on Sep. 1, 2021
Member
Hsieh, Yi-Hong
0
0
0%
Newly elected on Jul. 6, 2021;
dismissed on Sep. 1, 2021  
Member
Fu-Lang, Chang
1
0
100%
Dismissed on Jul. 6, 2021
  • Operations of the Remuneration Committee

Resolutions made by the Remuneration Committee from 2021 to Dec. of 2023 were as follows:

Meeting date Contents of the motion REMUNERATION COMMITTEE OPINION EXECUTION
2021/02/23 Distribution of remuneration of 2020 for employees and directors of the Company. Approved Executed as approved
Report of performance reviews for directors, functional committees, managerial officers of the Company and remuneration thereof for the year 2020. Approved Executed as approved
Proposal of amending Regulations of Remuneration Distributed to Directors and Functional Committees. Approved Executed as approved
Proposal of pay raise for Evelyn Ku, the representative of CH Biotech, LLC., the subsidiary wholly owned by the Company. Approved Executed as approved
2021/07/15 Election of the convenor and chair of the 3rd Remuneration Committee. Approved Executed as approved
The adjust with the managerial officer’s salary of this corporation. Approved Executed as approved
Proposal of amending "Regulations Governing Managerial Officers Remuneration and Performance Evaluation". Approved Executed as approved
2021/11/09 Proposal of General Manager’s salary modification. Approved Executed as approved
Proposal of amending "Regulations of Remuneration Distributed to Directors and Functional Committees", "Regulations Governing for Managerial Officers and Employee Salaries and Bonuses" and "Regulations Governing for Managerial Officers Remuneration and Performance Evaluation". Approved Executed as approved
2021/12/14 Proposal of amending "Regulations Governing Managerial Officers’ Remuneration and Performance Evaluation". Approved Executed as approved
Proposal of Chairman’s salary modification. Approved Executed as approved
Proposal of salary modification of managerial officers and employees. Approved Executed as approved
Proposal of year-end bonus for chairman and managerial positions of 2021. Approved Executed as approved
Proposal of annual performance bonuses for managers and non-managerial employees of our subsidiary for the year 2021. Approved Executed as approved
2022/02/16 Report of performance reviews for directors, functional committees, managerial officers of the Company and remuneration thereof for the year 2021. Approved Executed as approved
Distribution of remuneration of 2021 for employees and directors of the Company. Approved Executed as approved
2022/04/13 Proposal of amending "Regulations Governing Salary Determination" and "Regulations Governing Salaries and Bonuses of Managerial Officers and Employee". Approved Executed as approved
2022/09/20 Proposal of Chairman’s salary modification. Approved Executed as approved
Proposal of salary modification of managerial officers and employees. Approved Executed as approved
2022/11/18 Proposal of year-end bonus for chairman and managerial positions of 2022. Approved Executed as approved
2023/02/21 Report of performance reviews and remunerations for directors, functional committee members, managerial officers of the Company as well as remuneration reporting matters for the year 2022. Approved Executed as approved
Distribution of remuneration of 2022 for employees and directors of the Company. Approved Executed as approved
2023/10/26 Proposal of amending "Remuneration Committee Charter". Approved Executed as approved
2023/11/07 Proposal of the Company implementing capital increase by cash through stock purchase for managers in 2023. Approved Executed as approved
2023/12/12 Proposal of year-end bonus for chairman and managerial positions of 2023. Approved Executed as approved