FY Group Limited

Corporate Sustainability

Functional Committees

Audit Committee


To improve the supervisory responsibilities and enhance the management mechanism of the Board of Directors, the company established an audit committee on October 30, 2020. The audit committee consists of all independent directors, and at least one member with accounting or financial expertise. The term of office is three years for independent directors of the Committee, who may be re-elected for consecutive terms. The convener of this Committee represents the Committee externally. This Committee has the following functions and powers:

The main purpose of the operation of this Committee is to supervise the following matters:

I. Effective implementation of the company’s internal control.

II. Selection (dismissal) of the certified accountants and their independence and performance.

III. Appropriate presentation of the company’s financial statements.

IV. Compliance of the company with relevant laws and regulations.

V. Management and control of the company’s existing or potential risks.


List of Audit Committee:

Title

Name

Nationality

Major    work experience

Independent Director

Wang Kuo-Chiang

R.O.C.

Bachelor of Accounting, National Chung Hsing University

Adjunct Assistant Professor, National Chiao Tung University

Independent Director, Partner Tech Corp.

Independent Director, Feedback Technology Corp.

Independent Director, Chunghwa Chemical Synthesis & Biotech Co.,   Ltd.

Independent Director, oToBrite Electronic,Inc.

Independent Director

Han Ding-Gwo

R.O.C.

Department of Political Science, National Taiwan University

Vice President, Prospect Hospitality Co., Ltd.

Chairman, Mao Zhong Enterprise Management Co., Ltd.

President, Jardine Food Services (Taiwan) Co., Ltd.

Chief Strategy Officer, Overseas Strategic Headquarters, Yummy Town Co.,   Ltd.

Director of Zhongliu Cultural and Educational Foundation.

Director of International Cultural and Educational   Foundation.

Director of Dwen An Social Welfare Foundation.

Independent Director, Auntea Jenny (Shanghai)   Industrial Co., Ltd.

Independent Director

Kuo Juei-Fong

R.O.C.

Department of Business Administration, Feng Chia   University.

Deputy President, Legal and Financial Operations Department, ChinaTrust   Commercial Bank

Deputy President, CTBC Leasing Co., Ltd

Director of Shen Rui Management Consulting Co., Ltd.

Independent Director

Lin Jen-Chieh

Singapore

Department of Chemistry, Fu Jen Catholic University

Master of China Europe International Business School

Director, Material Science Center, Covestro   Polymers China Co., Ltd.

Director Advisor of Shanghai Anco Information   Technology Co., Ltd.

Director of Dranco Singapore Consultancy Pte. Ltd.



The Company has established an Audit Committee since October 30, 2020, with four independent directors serving as members of the committee. At the regular shareholders' meeting on June 21, 2023, the third term of directors was re-elected and 4 independent directors were elected, and the third term audit committee was immediately formed. Term of office: June 21, 2023 to June 20, 2026. As of December 31, 2025, the third Audit Committee held 13 meetings (A), and the attendance of the four independent directors is as follows:

Title

Name

Actual attendance number (B)

Number of delegated attendance

Actual attendance

(B/A)

Remark

Independent director

Wang Kuo-Chiang

13

100.00%

Elected   on
  June 21, 2023

Independent director

Han Ding-Gwo

13

100.00%

Elected   on
  June 21, 2023

Independent director

Kuo Juei-Fong

13

100.00%

Elected   on
  June 21, 2023

Independent director

Lin Jen-Chieh

13

100.00%

Elected   on
  June 21, 2023


 

Compensation Committee

The company established the Compensation Committee on October 30, 2020, pursuant to the Compensation Committee Organization Rules of the company to implement the spirit of corporate governance.


The Committee has main responsibilities during operation as follows:

1. Formulate and regularly review the policies, systems, standards, and structures of directors and managers' performance evaluation and remuneration.

2. Evaluate and determine the remuneration of directors and managers regularly.


List of Compensation Committee:

Title

Name

Nationality

Major    work experience

Independent Director

Wang Kuo-Chiang

R.O.C.

Bachelor of Accounting, National Chung Hsing University

Adjunct Assistant Professor, National Chiao Tung University

Independent Director, Partner Tech Corp.

Independent Director, Feedback Technology Corp.

Independent Director, Chunghwa Chemical Synthesis & Biotech Co.,   Ltd.

Independent Director, oToBrite Electronic,Inc.

Independent Director

Han Ding-Gwo

R.O.C.

Department of Political Science, National Taiwan University

Vice President, Prospect Hospitality Co., Ltd.

Chairman, Mao Zhong Enterprise Management Co., Ltd.

President, Jardine Food Services (Taiwan) Co., Ltd.

Chief Strategy Officer, Overseas Strategic Headquarters, Yummy Town Co.,   Ltd.

Director of Zhongliu Cultural and Educational Foundation.

Director of International Cultural and Educational   Foundation.

Director of Dwen An Social Welfare Foundation.

Independent Director, Auntea Jenny (Shanghai)   Industrial Co., Ltd.

Independent Director

Kuo Juei-Fong

R.O.C.

Department of Business Administration, Feng Chia   University.

Deputy President, Legal and Financial Operations Department, ChinaTrust   Commercial Bank

Deputy President, CTBC Leasing Co., Ltd

Director of Shen Rui Management Consulting Co., Ltd.

Independent Director

Lin Jen-Chieh

Singapore

Department of Chemistry, Fu Jen Catholic University

Master of China Europe International Business School

Director, Material Science Center, Covestro   Polymers China Co., Ltd.

Director Advisor of Shanghai Anco Information   Technology Co., Ltd.

Director of Dranco Singapore Consultancy Pte. Ltd.


Term of office: June 21, 2023 to June 20, 2026. As of December 31, 2025, it has convened 5 meetings (A), with the attendance as follows:

Job Title

Name

Actual Attendance Frequency (B)

Delegate Attendance Frequency

Actual Attendance Rate (B/A)

Remarks

Independent director (convenor)

Wang Kuo-Chiang

5

0

100%

Appoint on June 21, 2023

Independent director (member)

Han Ding-Gwo

5

0

100%

Appoint on June 21, 2023

Independent director (member)

Kuo Juei-Fong

5

0

100%

Appoint on June 21, 2023

Independent director (member)

Lin Jen-Chieh

5

0

100%

Appoint on June 21, 2023