The main function of the Audit Committee is to supervise the following matters :
- Fair presentation of the financial reports of the Company.
- The hiring (and dismissal), independence, and performance of certificated public accountants of the Company.
- The effective implementation of the internal control system of the Company.
- Compliance with relevant laws and regulations by the Company.
- Management of the existing or potential risks of the Company.
- Merger and acquisitions by a Company.
The powers of the Audit Committee are as follows :
- The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
- Assessment of the effectiveness of the internal control system.
- 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.
- 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.
- The offering, issuance, or private placement of equity-type securities.
- The hiring or dismissal of a certified public accountant, or their compensation.
- The appointment or discharge of a financial, accounting, or internal audit officer.
- Annual and semi-annual financial reports.
- Other material matters as may be required by this Corporation or by the competent authority.
Audit Committees members :
The Company’s Audit Committee consists of four members.
Tenure of 2nd Audit Committees：From June 25, 2024 to June 24, 2027.
Title
Name
Professional Qualification and Experience
Convener
WU CHIA HSUN
- National Chengchi University Master of Public Finance
- Associate Professor, Department of Finance and International Business, Fu Jen Catholic University.
- The Director has at least 5 years work experience in the area of accounting and otherwise necessary for the business of the Corporation.
- The Director does not meet the disqualification criteria of managers specified in any subparagraph of Article 30 of the Company Act.
Committee Member
SU MING YANG
- National Taiwan University, Bachelor of Electrical Engineering
- eGalax_eMPIA Technology Inc
- The Director has at least 5 years work experience in the area of commerce and otherwise necessary for the business of the Corporation.
- The Director does not meet the disqualification criteria of managers specified in any subparagraph of Article 30 of the Company Act.
Committee Member
HSU HSOU CHUN
- National Taiwan University, Master of Business Administration
- CIROCOMM Technology Corporation
- The Director has at least 5 years work experience in the area of accounting and otherwise necessary for the business of the Corporation.
- The Director does not meet the disqualification criteria of managers specified in any subparagraph of Article 30 of the Company Act.
Committee Member
WAN GWO WEI
- Tamkang University, Bachelor of Electrical and Computer Engineering
- Renesas Electronics Taiwan Corporation
- The Director has at least 5 years work experience in the area of commerce and otherwise necessary for the business of the Corporation.
- The Director does not meet the disqualification criteria of managers specified in any subparagraph of Article 30 of the Company Act.
Audit Committee Meeting Status :
Audit Committee meetings held 6 times in 2025, with the attendance status listed below :
Title
Name
Attendance in Person
By Proxy
Attendance Rate
Independent Director
(Convener)
WU CHIA HSUN
6
0
100%
Independent Director
SU MING YANG
5
1
83.33%
Independent Director
HSU HSOU CHUN
6
0
100%
Independent Director
WAN GWO WEI
6
0
100%
Decisions resolved in the 2025 audit committee listed below :
Date of Meeting
Agenda of Discussion
Any objection, expression of reservations or significant recommendations by independent directors
Audit Committee members’ opinions
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
2025.03.13
- 2024 Business Report and Financial Statements.
None
No dissenting or unqualified opinions.
Submitted to the board of directors for discussion and the shareholder’s meeting for ratification.
- Approved the proposal for appointing the CPAs and their rewards.
None
No dissenting or unqualified opinions.
Submitted to the board of directors for discussion.
- Adoption of the Proposal for Distribution of 2024 Profits.
None
No dissenting or unqualified opinions.
Submitted to the board of directors for discussion and the shareholder’s meeting for ratification/reporting.
- Approved the amendments to the Company's " issuance measures for 2022 1st restricted stock awards ".
None
No dissenting or unqualified opinions.
Submitted to the board of directors for discussion and the shareholder’s meeting for discussion.
- Approved the amendment to the Company's " issuance measures for 2023 1st restricted stock awards ".
None
No dissenting or unqualified opinions.
Submitted to the board of directors for discussion and the shareholder’s meeting for discussion.
- Amendments to NDB's internal control related policies and procedures.
None
No dissenting or unqualified opinions.
Submitted to the board of directors for discussion.
- Approved the NDB's 2024 evaluation of the effectiveness of internal control system and the statement of internal control system.
None
No dissenting or unqualified opinions.
Submitted to the board of directors for discussion.
2025.04.23
- Resolved to revoke the amendment to the issuance measures for 2023 1st restricted stock awards.
None
No dissenting or unqualified opinions.
Submitted to the board of directors for discussion.
- Approved the list of employees (excluding managers) who are recipients of the Company’s 2023 1st restricted stock awards.
None
No dissenting or unqualified opinions.
Submitted to the board of directors for discussion.
- Resolved to authorize the Chairman to determine matters related to the Company’s 2023 1st restricted stock awards.
None
No dissenting or unqualified opinions.
Submitted to the board of directors for discussion.
2025.05.07
- NDB 2025 Q1 financial statements.
None
No dissenting or unqualified opinions.
Submitted to the board of directors for discussion.
2025.07.15
- Approved a share exchange with WT MICROELECTRONICS CO., LTD.
None
No dissenting or unqualified opinions.
Submitted to the board of directors for discussion.
2025.08.06
- NDB 2025 Q2 financial statements.
None
No dissenting or unqualified opinions.
Submitted to the board of directors for discussion.
2025.11.12
- NDB 2025 Q3 financial statements.
None
No dissenting or unqualified opinions.
Submitted to the board of directors for discussion.
- Approved the public issuance and listing of private placement ordinary shares.
None
No dissenting or unqualified opinions.
Submitted to the board of directors for discussion.
- Approved 2026 internal audit plan.
None
No dissenting or unqualified opinions.
Submitted to the board of directors for discussion.
Communication between the independent directors and the accountant :
- The Accountant attend the Audit Committee at least twice a year and report the audit result of financial report.
- The independent directors can contact the accountant to communicate adequately at any time.
- Items of communication listed below :
Date of Meeting
Items of communication
Result of communication
2024.03.13
(Audit Committee)
- The audit result of 2023 financial report.
- (Closed Door Session)
No comments
2024.08.07
(Audit Committee)
- The review result of financial report for the Quarter Ended June 30, 2024.
- Applying and updating new regulations and laws.
- (Closed Door Session)
No comments
2025.03.13
(Audit Committee)
- The audit result of 2024 financial report.
- Applying and updating new regulations and laws.
- (Closed Door Session)
No comments
2025.08.06
(Audit Committee)
- The review result of financial report for the Quarter Ended June 30, 2025.
- Applying and updating new regulations and laws.
- (Closed Door Session)
No comments
The main function of the Audit Committee is to supervise the following matters :
- Fair presentation of the financial reports of the Company.
- The hiring (and dismissal), independence, and performance of certificated public accountants of the Company.
- The effective implementation of the internal control system of the Company.
- Compliance with relevant laws and regulations by the Company.
- Management of the existing or potential risks of the Company.
- Merger and acquisitions by a Company.
The powers of the Audit Committee are as follows :
- The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
- Assessment of the effectiveness of the internal control system.
- 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.
- 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.
- The offering, issuance, or private placement of equity-type securities.
- The hiring or dismissal of a certified public accountant, or their compensation.
- The appointment or discharge of a financial, accounting, or internal audit officer.
- Annual and semi-annual financial reports.
- Other material matters as may be required by this Corporation or by the competent authority.
Audit Committees members
The Company’s Audit Committee consists of four members.
Tenure of 2nd Audit Committees：From June 25, 2024 to June 24, 2027.
Title
Convener
Name
WU CHIA HSUN
Professional Qualification and Experience
- National Chengchi University Master of Public Finance
- Associate Professor, Department of Finance and International Business, Fu Jen Catholic University
- The Director has at least 5 years work experience in the area of accounting and otherwise necessary for the business of the Corporation
- The Director does not meet the disqualification criteria of managers specified in any subparagraph of Article 30 of the Company Act
Title
Committee Member
Name
SU MING YANG
Professional Qualification and Experience
- National Taiwan University, Bachelor of Electrical Engineering
- eGalax_eMPIA Technology Inc
- The Director has at least 5 years work experience in the area of accounting and otherwise necessary for the business of the Corporation.
- The Director does not meet the disqualification criteria of managers specified in any subparagraph of Article 30 of the Company Act
Title
Committee Member
Name
HSU HSOU CHUN
Professional Qualification and Experience
- National Taiwan University, Master of Business Administration
- CIROCOMM Technology Corporation
- The Director has at least 5 years work experience in the area of accounting and otherwise necessary for the business of the Corporation
- The Director does not meet the disqualification criteria of managers specified in any subparagraph of Article 30 of the Company Act
Title
Committee Member
Name
WU CHIA HSUN
Professional Qualification and Experience
- Tamkang University, Bachelor of Electrical and Computer Engineering
- Renesas Electronics Taiwan Corporation
- The Director has at least 5 years work experience in the area of commerce and otherwise necessary for the business of the Corporation.
- The Director does not meet the disqualification criteria of managers specified in any subparagraph of Article 30 of the Company Act.
Audit Committee Meeting Status :
Audit Committee meetings held 6 times in 2025, with the attendance status listed below :
Title
Independent Director
(Convener)
Name
WU CHIA HSUN
Attendance in Person
6
By Proxy
0
Attendance Rate
100
Title
Independent Director
Name
SU MING YANG
Attendance in Person
5
By Proxy
1
Attendance Rate
83.33
Title
Independent Director
Name
HSU HSOU CHUN
Attendance in Person
6
By Proxy
0
Attendance Rate
100
Title
Independent Director
Name
WAN GWO WEI
Attendance in Person
6
By Proxy
0
Attendance Rate
100
Decisions resolved in the 2025 audit committee listed below :
Date of Meeting
2025.03.13
Agenda of Discussion
- 2025 Business Report and Financial Statements.
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinions.
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion and the shareholder’s meeting for ratification.
Agenda of Discussion
- Approved the proposal for appointing the CPAs and their rewards.
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinions.
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion.
Agenda of Discussion
- Adoption of the Proposal for Distribution of 2024 Profits.
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinions.
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion and the shareholder’s meeting for reporting/ratification.
Agenda of Discussion
- Approved the amendments to the Company's " issuance measures for 2022 1st restricted stock awards "
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinions.
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion and the shareholder’s meeting for discussion.
Agenda of Discussion
- Approved the amendment to the Company's " issuance measures for 2023 1st restricted stock awards ".
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinions.
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion and the shareholder’s meeting for discussion.
Agenda of Discussion
- Amendments to NDB's internal control related policies and procedures.
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinions.
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion.
Agenda of Discussion
- Approved the NDB's 2024 evaluation of the effectiveness of internal control system and the statement of internal control system.
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinion
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion.
Date of Meeting
2025.04.23
Agenda of Discussion
- Resolved to revoke the amendment to the issuance measures for 2023 1st restricted stock awards.
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinions.
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion.
Agenda of Discussion
- Approved the list of employees (excluding managers) who are recipients of the Company’s 2023 1st restricted stock awards.
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinions.
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion.
Agenda of Discussion
- Resolved to authorize the Chairman to determine matters related to the Company’s 2023 1st restricted stock awards.
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinions.
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion.
Date of Meeting
2025.05.07
Agenda of Discussion
- NDB 2025 Q1 financial statements.
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinions.
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion.
Date of Meeting
2025.07.15
Agenda of Discussion
- Approved a share exchange with WT MICROELECTRONICS CO., LTD.
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinions.
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion.
Date of Meeting
2025.08.06
Agenda of Discussion
- NDB 2025 Q2 financial statements.
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinions.
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion.
Date of Meeting
2025.11.12
Agenda of Discussion
- NDB 2025 Q3 financial statements.
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinions.
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion.
Agenda of Discussion
- Approved the public issuance and listing of private placement ordinary shares.
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinions.
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion.
Agenda of Discussion
- Approved 2026 internal audit plan.
Any objection, expression of reservations or significant recommendations by independent directors
None
Audit Committee members’ opinions
No dissenting or unqualified opinions.
Resolutions of the audit committee and the Company’s handling of the audit committee’s opinions
Submitted to the board of directors for discussion.
Communication between the independent directors and the accountant
- The Accountant attend the Audit Committee at least twice a year and report the audit result of financial report.
- The independent directors can contact the accountant to communicate adequately at any time.
- Items of communication listed below :
Date of Meeting
2024.03.13
(Audit Committee)
Items of communication
- The audit result of 2023 financial report.
- (Closed Door Session)
Result of communication
No comments
Date of Meeting
2024.08.07
(Audit Committee)
Items of communication
- The review result of financial report for the Quarter Ended June 30, 2024.
- Applying and updating new regulations and laws.
- (Closed Door Session)
Result of communication
No comments
Date of Meeting
2025.03.13
(Audit Committee)
Items of communication
- The audit result of 2024 financial report.
- Applying and updating new regulations and laws.
- (Closed Door Session)
Result of communication
No comments
Date of Meeting
2025.08.06
(Audit Committee)
Items of communication
- The review result of financial report for the Quarter Ended June 30, 2025.
- Applying and updating new regulations and laws.
- (Closed Door Session)
Result of communication
No comments