The Company’s Audit Committee is established in order to assist the Board of Directors in fulfilling its job duties for supervising the fair presentation of the Company's financial statements, appointment (dismissal) and independence and performance of CPAs, effective implementation of the Company's internal control, the Company's compliance with relevant laws and regulations, and control over the Company's existing or potential risks.
Professional Qualification and Experience of Audit Committee Members
The Company’s existing Audit Committee consists of 4 independent directors, including one female independent director. For the implementation of the diversity policy, Independent Director Shang-Yuan Chang with the financial accounting background is appointed to serve as the convener and meeting chair of the Committee.
Professional qualification and experience of the Committee members are specified as following:
- Name
- Gender
- Professional Qualification and Experience
-
NameShang-Yuan Chang
(Convener) -
Gender
Male
-
Professional Qualification and ExperienceAcademic Background:
Department of Accounting/Department of Physical Education, Fu Jen Catholic University
Experience:
Senior, Deloitte Taiwan
Accounting Junior Manager, Lungyen Life Service Corporation
Accounting Section Chief, Shei Chung Hsin Ind. Co., Ltd.
External Lecturer, Takming University of Science & Technology
Current position:
CPA/President, JenFriends & Co., CPAs
Honorary CPA, National Innovation and Entrepreneurship Association, R.O.C.
Certified Valuation Analyst, CABIAV
-
NameShih-Hao Fang
-
Gender
Male
-
Professional Qualification and ExperienceAcademic Background:
PhD in Telecommunications Engineering, National Taiwan University
Experience:
Dean of Research and Development, Yuan Ze University
Director of AI Center, Yuan Ze University
Distinguished Professor, Department of Electrical Engineering, Yuan Ze University
Visiting Scholar, Research Center for Information Technology Innovation, Academia Sinica
Special Assistant of the President, Yuan Ze University
Current position:
Professor, Department of Electrical Engineering, National Taiwan Normal University
-
NameChao-Lung Chou
-
Gender
Male
-
Professional Qualification and ExperienceAcademic Background:
Financial & Economic Law Group, Department of Law, National Chung Cheng University
EMBA, National Chengchi University
Experience:
Paralegal, Yi-Sheng Group
Paralegal, FIC Group
Attorney-at-Law, Johnson and Partners
Current position:
Attorney-at-Law, Partners, Dean & Partners, Attorneys at Law
-
NameYi-Chen Chen
-
Gender
Female
-
Professional Qualification and ExperienceAcademic Background:
Doctor of Medicine, Kaohsiung Medical University
Master of Medical Science, Kaohsiung Medical University
PhD in Medical Science, Kaohsiung Medical University
Experience:
Director of Pediatric Cardiopulmonary Function Room, Kaohsiung Medical University Hospital
Resident Physician, Department of Pediatrics, Kaohsiung Medical University Hospital
Chief Resident Doctor, Department of Pediatrics, Kaohsiung Medical University Hospital
Pulmonary Vascular Center Research Fellow, UT Southwestern Medical Center
Visiting Scholar, Texas Children's Hospital
Current position:
Attending Physician, Department of Pediatric Cardiopulmonary Medicine, Kaohsiung Medical University Hospital
Director of Department of Pediatrics, Kaohsiung Medical University Gangshan Hospital
Associate Professor of Pediatrics, School of Medicine, Kaohsiung Medical University
Annual Key Tasks of Audit Committee
The Audit Committee has convened a total of 8 meetings in 2025, in order to supervise the review on the following matters executed by the Company in accordance with the Charters of Audit Committee and Article 14-5 of the Securities and Exchange Act:
- Adoption of or amendments to the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
- Assessment on the effectiveness of the internal control system.
- Adoption of or amendment to the Procedures for the Acquisition or Disposal of Assets, Engagement in Derivative Transactions, Loaning of Funds to Others, Endorsement or Guarantee for Others, and Procedures for Significant Financial Business Acts in accordance with Article 36-1 of the Securities and Exchange Act.
- Matters in which a director is an interested party.
- Asset transactions or derivatives trading of a material nature.
- Loans of funds, endorsements, or provision of guarantees of a material nature.
- Offering, issuance or private placement of equity-type securities.
- The appointment or dismissal of, or compensation to, a certified public accountant.
- Appointment and dismissal of financial, accounting or internal auditing officers.
- Annual financial reports signed or sealed by the Chairman, a manager or an accounting officer, and financial reports ended June 30 audited and attested by a certified public accountant (CPA).
- Other important matters regulated by the Company or the competent authority.
Review on financial reports
Among said business report, financial statements, and earnings distribution proposal prepared by the Board of Directors, the financial statements have been audited by PwC Taiwan appointed by the Company, and an external auditor’s report was issued accordingly. Said business report, financial statements, and earnings distribution proposal are also reviewed by the Audit Committee are considered to be in conformity with laws and regulations.
Assessment on the effectiveness of the internal control system
Audit Committee reviews the regular reports issued by the Company’s internal audit department, CPAs and management, in order to assess the effectiveness of the Company's internal control system policies and procedures (including financial, operating, risk management, information security and legal compliance control measures, etc.). Audit Committee believes that the Company's risk management and internal control systems are effective and the Company has adopted necessary control mechanism to correct and supervise any misconduct.
Attendance of Audit Committee Members
Audit Committee has convened a total of 8(A) meetings in 2025. The members’ attendance at the meetings is specified as following:
- Job Title
- Name
- Attendance in person (times)【B】
- Attendance by proxy (times)
- Actual attendance rate (%)【B/A】
- Remark
- Job TitleIndependent Director
- NameShih-Hao Fang
- Attendance in person (times)【B】8
- Attendance by proxy (times)0
- Actual attendance rate (%)【B/A】100
- Remark
- Job TitleIndependent Director
- NameShang-Yuan Chang
- Attendance in person (times)【B】8
- Attendance by proxy (times)0
- Actual attendance rate (%)【B/A】100
- Remark
- Job TitleIndependent Director
- NameChao-Lung Chou
- Attendance in person (times)【B】8
- Attendance by proxy (times)0
- Actual attendance rate (%)【B/A】100
- Remark
- Job TitleIndependent Director
- NameYi-Chen Chen
- Attendance in person (times)【B】6
- Attendance by proxy (times)0
- Actual attendance rate (%)【B/A】75
- Remark
Operation of Audit Committee
The information about Audit Committee meetings in 2025:
- Audit Committee
Date/Session - Motion
- Resolution and Suggestion
- The Company’s resolution of Audit Committee’s opinions
- Audit Committee-Date/Session2025/1/13
6th meeting of 2nd Committee -
Motion1. Allocation of shares subscribable by non-managerial employees in the Company’s 2024 cash capital increase.
- Resolution and SuggestionApproved unanimously
- The Company’s resolution of Audit Committee’s opinionsApproved unanimously
- Audit Committee-Date/Session2025/3/14
7th meeting of 2nd Committee -
Motion1. 2024 Business Report and Financial Statements.
2. Proposal for offsetting accumulated losses in 2024.
3. Statement on Internal Control System for 2024.
4. Pre-IPO cash capital increase for new share underwriting and waiver of pre-emptive rights by existing shareholders.
5. Adoption of corporate governance-related policies, including Ethical Corporate Management Best Practice Principles, Codes of Ethical Conduct, Risk Management Policies, and related procedures.
6. Amendments to internal control procedures and authorization matrix.
7. Assessment report on financial reporting preparation capability.
8. Independence and qualification assessment of the CPA.
9. Second issuance of employee stock options (2023 plan) and grantee list. - Resolution and SuggestionApproved unanimously
- The Company’s resolution of Audit Committee’s opinionsApproved unanimously
- Audit Committee-Date/Session2025/4/30
8th meeting of 2nd Committee -
Motion1. Statement on Internal Control System.
2. Amendment to payroll cycle. - Resolution and SuggestionApproved unanimously
- The Company’s resolution of Audit Committee’s opinionsApproved unanimously
- Audit Committee-Date/Session2025/6/24
9th meeting of 2nd Committee -
Motion1. Adoption of the General Principles of Internal Control System.
- Resolution and SuggestionApproved unanimously
- The Company’s resolution of Audit Committee’s opinionsApproved unanimously
- Audit Committee-Date/Session2025/8/13
10th meeting of 2nd Committee -
Motion1. Adoption of the Commission Payment Management Policy.
2. Amendment to procurement and payment cycle.
3. Statement on Internal Control System.
4. Q2 2025 Financial Statements. - Resolution and SuggestionFor Agenda Item 1, Independent Director Shang-Yuan Chang (Chairperson) suggested specifying in Procedure 5.B: “For natural persons, income tax withholding and supplementary premium for National Health Insurance shall be handled in accordance with applicable tax regulations.” The proposal and the above suggestion were approved by all attending members without objection.
- The Company’s resolution of Audit Committee’s opinionsApproved unanimously
- Audit Committee-Date/Session2025/10/31
11th meeting of 2nd Committee -
Motion1. Proposed cash capital increase for new share issuance in connection with the Company’s initial public offering.
2. Ratification of the 2023 Financial Statements. - Resolution and SuggestionApproved unanimously
- The Company’s resolution of Audit Committee’s opinionsApproved unanimously
- Audit Committee-Date/Session2025/11/13
12th meeting of 2nd Committee -
Motion1. Q3 2025 Financial Statements.
2. Amendment to authorization matrix.
3. Proposed employee share subscription plan (non-managerial employees) prior to IPO. - Resolution and SuggestionApproved unanimously
- The Company’s resolution of Audit Committee’s opinionsApproved unanimously
- Audit Committee-Date/Session2025/12/23
13th meeting of 2nd Committee -
Motion1. 2026 Financial Budget.
2.Proposed capital increase in the Company’s UK subsidiary, HCMED UK LIMITED.
3. 2026 Audit Plan.
4.Re-ratification of consultancy agreement with KYRMAR ADVISORY SERVICES LIMITED. - Resolution and SuggestionApproved unanimously
- The Company’s resolution of Audit Committee’s opinionsApproved unanimously
Remuneration Committee performs its functions to evaluate the remuneration policy and system of the Company's directors and managers professionally and objectively and to propose suggestions to the Board of Directors as reference for its decision making.
Functions of Remuneration Committee
The Committee shall perform the following job duties faithfully with due diligence as a good administrator, and also propose its suggestions to the Board of Directors for discussion:
- Regularly review the Charter of Remuneration Committee of the Company and propose suggestions for amendments.
- Adopt and regularly review the performance evaluation criteria, annual and long-term performance goals, and remuneration policy, system, standards and structure for the Company’s directors and managers.
- Regularly assess the achievement of performance goals of the Company’s directors and managers, and set forth the contents and amount of individual remuneration based on the evaluation result generated based on the performance evaluation criteria.
The Committee shall perform the job duty referred to in the preceding paragraph in the following manners:
- Ensure that the Company’s remuneration arrangement satisfies related laws and is sufficient to attract excellent talents.
- The performance evaluation and remuneration of the directors and managers shall be determined in reference to the pay level among peer companies and by taking into consideration the personal performance evaluation result, the time invested, responsibilities to be assumed, achievement of personal goals, performance of other positions, the remuneration granted by the Company to staff assuming the equivalent positions in recent years, and the reasonableness of the relationship between personal performance and the Company's operating performance and future risks assessed in terms of achievement of the Company's short-term and long-term business goals and the Company's financial position.
- Directors and managers shall not be led to engage in any activities beyond the Company’s risk appetite in order to pursue remuneration.
- To determine the proportion of short-term performance-based remuneration to directors and senior management and the payment schedule of certain variable remuneration, it is necessary to take into consideration the industrial characteristics and the nature of the Company’s business.
- To determine the contents and amount of the remuneration to directors and managers, it is necessary to take the reasonableness into consideration. The decision on the remuneration to directors and managers is not advised to significantly deviate from the Company’s financial performance.
- The Committee members shall recuse themselves from discussion and voting on the motion about their personal remuneration.
The remuneration referred to in the preceding two paragraphs includes the compensation in cash, stock options, bonus & dividends, retirement benefits or severance pay, various allowances, and other substantial incentive measures. The scope thereof shall be determined in line with the relevant provisions on the remuneration to directors and managers under the Regulations Governing Information to be Published in Annual Reports of Public Companies. Matters concerning the remuneration to directors and managers of the Company’s subsidiaries that require approval by the Company's Board of Directors under the subsidiaries’ job-division systems, if any, shall first be proposed by the Committee and then submitted to the Board of Directors for discussion.
Attendance of Remuneration Committee Members
Remuneration Committee has convened a total of 4(A) meetings in 2025. The members’ attendance at the meetings is specified as following:
- Job Title
- Name
- Attendance in person (times)【B】
- Attendance by proxy (times)
- Actual attendance rate (%)【B/A】
- Remark
- Job TitleIndependent Director
- NameShih-Hao Fang
- Attendance in person (times)【B】4
- Attendance by proxy (times)0
- Actual attendance rate (%)【B/A】100
- Remark
- Job TitleIndependent Director
- NameShang-Yuan Chang
- Attendance in person (times)【B】4
- Attendance by proxy (times)0
- Actual attendance rate (%)【B/A】100
- Remark
- Job TitleIndependent Director
- NameChao-Lung Chou
- Attendance in person (times)【B】4
- Attendance by proxy (times)0
- Actual attendance rate (%)【B/A】100
- Remark
- Job TitleIndependent Director
- NameYi-Chen Chen
- Attendance in person (times)【B】3
- Attendance by proxy (times)0
- Actual attendance rate (%)【B/A】75
- Remark
Operation of Remuneration Committee
The information about Remuneration Committee meetings in 2025:
- Remuneration Committee
Date/Session - Motion
- Resolution and Suggestion
- The Company’s resolution of Remuneration Committee’s opinions
- Remuneration Committee-Date/Session2025/1/13
4th meeting of 2nd Committee -
Motion1. Allocation of shares subscribable by managerial employees in the Company’s 2024 cash capital increase.
- Resolution and SuggestionApproved unanimously
- The Company’s resolution of Remuneration Committee’s opinionsApproved unanimously
- Remuneration Committee-Date/Session2025/3/14
5th meeting of 2nd Committee -
Motion1. Distribution of 2024 employees’ compensation and directors’ remuneration.
2. Appointment of the Corporate Governance Officer.
3. Distribution of 2024 performance bonuses.
4. Adoption of the Employee Bonus Distribution Policy.
5. 2025 managerial performance targets and compensation plan. - Resolution and SuggestionApproved unanimously
- The Company’s resolution of Remuneration Committee’s opinionsApproved unanimously
- Remuneration Committee-Date/Session2025/11/13
6th meeting of 2nd Committee -
Motion1. Proposed employee share subscription plan (managerial employees) prior to IPO.
- Resolution and SuggestionApproved unanimously
- The Company’s resolution of Remuneration Committee’s opinionsApproved unanimously
- Remuneration Committee-Date/Session2025/12/23
7th meeting of 2nd Committee -
Motion1. 2025 managerial performance evaluation and performance bonus distribution.
2. 2025 managerial year-end bonus distribution.
3. 2026 managerial salary adjustment.
4. 2026 managerial performance targets and compensation plan. - Resolution and SuggestionApproved unanimously
- The Company’s resolution of Remuneration Committee’s opinionsApproved unanimously
The Company's internal auditing officer regularly presents the internal audit report at the Audit Committee meeting on a quarterly basis, and fully communicates the audit implementation status, audit the followup on deficiencies and improvement, and results thereof.
The Company’s external auditors audit the annual and quarterly financial statements or review the result reports, as well as any other matters to be communicated under related laws and regulations, regularly at the Audit Committee meetings on a quarterly basis.
The Company regularly convenes the meeting with independent directors, internal auditing officer and external auditors to have the internal auditing officer and external auditors report the audit operations, annual planning, financial statements and annual audit planning to the independent directors separately.
The Company’s independent directors and internal auditing officers may have the access to contact external auditors directly, and may also communicate with them via email, phone or face-to-face meeting, if necessary. Meanwhile, they shall audit the Company’s financial and business overview regularly per the competent authority’s requirements and communicate with the management and governance units directly.