Implementation Status
The Audit Committee’s operations are intended to oversee the fair presentation of the Company’s financial statements; the appointment (and dismissal), independence, and performance of the certified public accountants; the effective implementation of the Company’s internal control system; the Company’s compliance with relevant laws and regulations; and the management and control of existing or potential risks. Through its professional division of responsibilities and independent position, the Audit Committee assists the Board of Directors in making informed decisions.
Matters reviewed by the Audit Committee mainly include:
- Establishment or amendment of internal control systems n accordance with Article 14-1 of the Securities and Exchange Act.
- Assessment of the effectiveness of internal control systems.
- Establishment or amendment of procedures for obtaining or disposing of assets, engaging in derivatives transactions, and handling material monetary loans in accordance with Article 36-1 of the Securities and Exchange Act.
- Matters involving conflicts of interest for Directors.
- Significant trading of assets or derivatives.
- Significant financial loans, endorsements, or guarantees.
- Solicitation, issuance, or private placement of equity securities.
- Appointment, removal, or remuneration of CPAs.
- Appointment and dismissal of financial, accounting, or internal audit supervisors.
- Annual financial statements signed or sealed by the Chairman, manager and accounting officer and semi-annual financial statements audited and certified by the CPAs.
- Material matters related to other companies or competent authorities
To perform its duties, the Audit Committee has the authority to conduct any appropriate review and investigation and to engage a lawyer, CPA or consultant to help perform its duties.
The Audit Committee held a total of 11 meetings in 2025, with an average actual attendance rate of 100%, and the key focus areas for the year being as listed:
- Examine various documents prepared by the Board of Directors and submitted to the General Shareholders’ Meeting (e.g., business report, financial statement, and earning distribution plan), and issue Audit Committee’s review reports in accordance with relevant laws and regulations.
- Reviewed the mid-term and annual financial reports.
- Reviewed and deliberated on the appointment and remuneration of CPAs. The Company engages certified public accountants on an annual basis and assesses their independence and qualifications based on the Audit Quality Indicators (AQIs), which include five dimensions of professionalism, quality control, independence, supervision, and innovation, as well as thirteen AQI indicators.
- Reviewed the internal audit plan.
- Reviewed the Internal Control System Statement.
- Reviewed amendments to the Company’s rules and regulations regarding the internal control system.
- Reviewed and approved the repeal and incorporation of the Company’s “Procedures for Handling Derivatives Trading” into, and the corresponding amendments to, the Company’s “Procedures for Acquisition or Disposal of Assets.”
- Reviewed and approved subsidiaries’ merger and acquisition transactions, material asset transactions, donations to interested parties, and other material donation matters.
- Reviewed audit reports submitted by the Audit Division, reports on the implementation of the legal compliance system submitted by the Legal & Compliance Department, reports on potential risks and management submitted by the Risk Management Division, reports on information security submitted by the Information Security Division, and other special case reports.
1. Items listed in Article 14-5 of the Securities and Exchange Act
| Date of Board Meeting | Term | Agenda | Audit Committee resolution | The Company’s response to the comments of the Audit Committee |
| 2025/03/0 |
1st meeting of the 4th Audit Committee in 2025 |
The 2024 Annual Consolidated Financial Report of SinoPac Holdings and its Subsidiaries, and SinoPac Holdings’ 2024 Annual Business Report. | Approved and submitted to the Board of Directors for deliberation. | Approved by the Board of Directors on March 7, 2025, and subsequently acknowledged by the 2025 Annual Shareholders’. |
| 2025/03/14 |
2nd meeting of the 4th Audit Committee in 2025 |
2024 Surplus Distribution Proposal of SinoPac Holdings. | Approved and submitted to the Board of Directors for deliberation. | Approved by the Board of Directors on March 21, 2025, and subsequently acknowledged by the 2025 Annual Shareholders’ Meeting. |
| 2025/03/14 | 2nd meeting of the 4th Audit Committee in 2025 | Proposal of the issuance of 431,318,932 new shares by capitalization of profits in 2024 by the Company. | Approved and submitted to the Board of Directors for deliberation. | Approved by the Board of Directors on March 21, 2025, and subsequently approved by the 2025 Annual Shareholders’ Meeting. |
| 2025/03/14 | 2nd meeting of the 4th Audit Committee in 2025 | Appointment and compensation of CPAs in 2025 for SinoPac Holdings and its subsidiaries. | Approved and submitted to the Board of Directors for deliberation. | Adopted by the Board of Directors on March 21, 2025. |
| 2025/03/14 | 2nd meeting of the 4th Audit Committee in 2025 | The Company’s 2024 Statement of Internal Control System. | Approved and submitted to the Board of Directors for deliberation. | Adopted by the Board of Directors on March 21, 2025. |
| 2025/03/14 | 2nd meeting of the 4th Audit Committee in 2025 | Bank SinoPac’s donation of NT$27 million and SinoPac Securities’ donation of NT$8 million to SinoPac Foundation, the total donation amounting to NT$35 million and was to be used to support the foundation’s 2025 annual operation plan. | Approved and submitted to the Board of Directors for deliberation. | Adopted by the Board of Directors on March 21, 2025. |
| 2025/03/14 | 2nd meeting of the 4th Audit Committee in 2025 | Reviewed and approved the repeal and incorporation of the Company’s “Procedures for Handling Derivatives Trading” into, and the corresponding amendments to, the Company’s “Procedures for Acquisition or Disposal of Assets.” | Approved and submitted to the Board of Directors for deliberation. | Approved by the Board of Directors on March 21, 2025, and subsequently approved by the 2025 Annual Shareholders’ Meeting. |
| 2025/05/16 |
3rd meeting of the 4th Audit Committee in 2025 |
The consolidated financial statements of SinoPac Holdings and its subsidiaries for Q1 2025. | Approved and submitted to the Board of Directors for deliberation. | Adopted by the Board of Directors on May 23, 2025. |
| 2025/05/16 | 3rd meeting of the 4th Audit Committee in 2025 | Proposal for change of the Company’s audit supervisor. | Approved and submitted to the Board of Directors for deliberation. | Adopted by the Board of Directors on May 23, 2025. |
| 2025/05/29 |
1st extraordinary meeting of the 4th Audit Committee in 2025 |
The Company’s subsidiary, SinoPac Securities, proposed to carry out a merger with CL Securities Taiwan Company Limited. | Approved and submitted to the Board of Directors for deliberation. | Adopted by the extraordinary Board of Directors on May 29, 2025. |
| 2025/07/24 |
5th meeting of the 4th Audit Committee in 2025 |
The Company proposed to increase its capital through the issuance of 1,375,152,403 new shares of common stock and to set October 1, 2025 as the share conversion record date (i.e., the capital increase record date). | Approved and submitted to the Board of Directors for deliberation. | Adopted by the Board of Directors on July 25, 2025. |
| 2025/08/15 |
6th meeting of the 4th Audit Committee in 2025 |
The consolidated financial statements of SinoPac Holdings and its subsidiaries for Q2 2025. | Approved and submitted to the Board of Directors for deliberation. | Adopted by the Board of Directors on August 22, 2025. |
| 2025/09/19 |
7th meeting of the 4th Audit Committee in 2025 |
Appointment and compensation of CPAs in 2026 for Amret PLC, the Company’s subsidiary. | Approved and submitted to the Board of Directors for deliberation. | Adopted by the Board of Directors on September 26, 2025. |
| 2025/10/20 |
8th meeting of the 4th Audit Committee in 2025 |
The Company proposed to renew the share registrar agency agreement upon its expiration with its subsidiary, SinoPac Securities. | Approved and submitted to the Board of Directors for deliberation. | Adopted by the Board of Directors on October 20, 2025. |
| 2025/11/14 |
9th meeting of the 4th Audit Committee in 2025 |
The consolidated financial statements of SinoPac Holdings and its subsidiaries for Q3 2025. | Approved and submitted to the Board of Directors for deliberation. | Adopted by the Board of Directors on November 21, 2025. |
| 2025/11/14 | 9th meeting of the 4th Audit Committee in 2025 | Subsidiary SinoPac Leasing intended to enhance the value of the land assets it held in Xizhi District, New Taipei City, by applying, pursuant to the conditions of the urban plan issued by the New Taipei City Government, for a change in land-use zoning to residential; by donating, without consideration, 50% of the land value in the area—approximately NT$687 million—to the New Taipei City Government for use as public facilities; and by advancing the related amendment project through the “land readjustment method.” | Approved and submitted to the Board of Directors for deliberation. | Adopted by the Board of Directors on November 21, 2025. |
| 2025/12/19 |
10th meeting of the 4th Audit Committee in 2025 |
The subsidiary King’s Town Bank proposed to dispose of all shares of its wholly-owned subsidiary, King’s Town International Leasing. | Approved and submitted to the Board of Directors for deliberation. | Adopted by the Board of Directors on December 26, 2025. |
2. Please refer to the Company’s past Annual Reports and the Market Observation Post System
(http://mops.twse.com.tw/mops/web/t100sb03_1, public company stock code: 2890) for the attendance status of the committee members.