In order to strengthen the functions of the Board of Directors and the internal control mechanism, the Company has set up an Audit Committee. The Audit Committee is composed of all independent directors and holds meetings at least once a quarter. In addition, the “Organizational Regulations of Audit Committee” have been formulated, and its functions and powers are stipulated as follows:

• Adoption of or amendments of an internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
• Assessment of the effectiveness of the internal control system.
• 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.
• A matter bearing on the personal interest of a director.
• Asset transactions or derivatives trading of a material nature.
• Loans of funds, endorsements, or provision of guarantees of a material nature.
• The offering, issuance, or private placement of equity-type securities.
• The hiring or dismissal of the attesting certified public accountant, or their compensation.
• The appointment or discharge of a financial, accounting, or internal audit officer.
• Annual financial reports signed or sealed by the President, manager and accounting officer, and financial reports of the second quarter audited and reviewed by CPAs.
• Other material matters as may be required by the Company or by the competent authority.

 

Annual priorities of the Audit Committee of the year

• Fair presentation of the financial reports of the Corporation.
• The effective implementation of the internal control system of the Corporation.
• Compliance with relevant laws and regulations by this Corporation.
• Control of the existing or potential risks of this Corporation.
• Other material matters as may be required by the Company or by the competent authority and the Corporation.

 

Number of meeting in 2025 is 5(A), and attendance rate is as follows: 

Title	Name	Number of actual attendance (B)	Number of delegated attendances	Actual attendance rate (%) [B/A]
Convener	KUNG, CHUN-CHI	5	0	100%
Member	CHAN, HOU-SHENG	5	0	100%
Member	HSIEH, MING-JUI	5	0	100%
Member	LIU, HUI-CHUN	5	0	100%

 

The Operation of Audit Committee in 2025

Date	Contents of the proposal			Matters listed in Article 14-5 of the Securities and Exchange Act.	Independent directors’ objections or reservations
January 16, 2025 1st term 16th session	The Company’s audit report for the fourth quarter of 2024.			V	None
	The appointment and remuneration of the Company’s CPA of 2025.			V	None
	The evaluation of the independence and competence of CPA of 2025.			V	None
	Resolution result: All attending directors had no objections and the proposal was approved as it was.
	The Company’s handling of the opinions of the audit committee: All attending directors had no objections and the proposal was approved as it was.
March 13, 2025 1st term 17th session	The Company’s "2024 Business Report and Financial Statements."			V	None
	New share issuance by capitalization of earnings.			V	None
	The revision of the Company’s “Articles of Association.”			V	None
	The revision of the Company’s "The Regulations for Shareholders’ Meetings."			V	None
	The revision of the Company’s "The Regulations for stock affairs."			V	None
	The lifting of the non-competition pledge obligations upon the directors.			V	None
	The revision of the Company’s “Financing Cycle."			V	None
	To increase THB 175,686 thousand in capital in Infinite Leasing (Thailand) Co., Ltd.			V	None
	The Company’s 2024 Internal Control Statement.			V	None
	Resolution result: All attending directors had no objections and the proposal was approved as it was.
	The Company’s handling of the opinions of the audit committee: All attending directors had no objections and the proposal was approved as it was.
May 13, 2025 1st term 18th session	The Company’s audit report for the first quarter of 2025.			V	None
	The Company’s financial report for the first quarter of 2025.			V	None
	Resolution result: All attending directors had no objections and the proposal was approved as it was.
	The Company’s handling of the opinions of the audit committee: All attending directors had no objections and the proposal was approved as it was.
June 3, 2025 1st term 19th session	Proposed cash capital increase in 2025 via issuance of Series A non-convertible preferred shares.			V	None
	Resolution result: All attending directors had no objections and the proposal was approved as it was.
	The Company’s handling of the opinions of the audit committee: All attending directors had no objections and the proposal was approved as it was.