Sysgration Ltd. - Audit Committee

Composition and Responsibilities of the Audit Committee

The Company’s Audit Committee consists of independent directors. Its primary responsibility is to assist the Board of Directors in fulfilling its oversight functions. In accordance with applicable laws and regulations and the Company’s Audit Committee Charter, the Committee reviews financial reports, internal control systems, internal audits, the appointment and independence of the external auditors, and material financial and business matters to strengthen corporate governance, enhance internal controls, and improve the effectiveness of risk oversight.

To continuously improve the effectiveness of the Audit Committee, the Company conducts regular performance evaluations to review the Committee’s operations and the discharge of its responsibilities. The evaluation results serve as a reference for ongoing improvements to corporate governance and oversight effectiveness.

Professional Qualifications and Experience of Audit Committee Members

The members of the Company’s Audit Committee have diverse professional backgrounds and practical experience in law, business operations, financial management, and finance. By integrating expertise and experience across these fields, the Committee strengthens financial oversight, internal controls, and the review of material financial and business matters, thereby enhancing the overall quality of its operations:

Name	Professional Qualifications and Experience
Chen, Ling-Hsuan	Master of Laws, National Taiwan University Managing Partner, Junlun Law Offices, Taipei (current position)
Chiu, Tai-San	Ph.D. in Law, Graduate Institute of National Development, National Taiwan University Minister of Justice Chair Professor, Department of Financial and Economic Law, Asia University (current position)
Su, Yen-Hsueh	Master of Industrial Administration, Carnegie Mellon University, USA Chief Investment Officer and Senior Vice President, Pegatron Corporation Chief Investment Officer, ASUSTeK Computer Inc. Managing Director, UBS Independent Director, Eslite Spectrum Corporation (current position)

Through the integration and exchange of expertise in law, legal research, public affairs, corporate investment management, and financial practice, Audit Committee members review the Company’s financial reporting, internal controls, and material financial and business matters from diverse perspectives. They assist the Board of Directors in strengthening oversight, improving the quality of decisions, and continuously enhancing corporate governance mechanisms.

Principal Powers and Duties of the Audit Committee

The Company established the Audit Committee to strengthen the oversight functions of the Board of Directors, ensure the fair presentation of financial reports, the independence and competence of external auditors, the effective implementation of internal control systems, and compliance with applicable laws and regulations, and assist the Board in overseeing and managing the various risks arising from the Company’s operations.

In accordance with applicable laws and regulations and the Company’s Audit Committee Charter, the Committee’s principal powers and duties are as follows:

Establishing or amending the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
Assessing the effectiveness of the internal control system.
Establishing or amending procedures for material financial and business activities, including the acquisition or disposal of assets, derivatives trading, lending funds to others, and providing endorsements or guarantees for others, pursuant to Article 36-1 of the Securities and Exchange Act.
Matters involving the personal interests of directors.
Material transactions involving assets or derivatives.
Material asset lending, endorsements, or guarantees.
The public offering, issuance, or private placement of equity securities.
The appointment, dismissal, or remuneration of external auditors.
The appointment or dismissal of the heads of finance, accounting, or internal audit.
Annual financial reports signed or sealed by the chairperson, managerial officers, and chief accounting officer, and second-quarter financial reports audited and certified by certified public accountants.
Other material matters required by the Company or the competent authority.

Organization and Operation of the Audit Committee

Under the Company’s Audit Committee Charter, the Audit Committee consists of all independent directors, with no fewer than three members serving three-year terms. All members elect one independent director to serve as convener and meeting chairperson to ensure the independence and effectiveness of the Committee’s operations and fulfill the Board’s oversight and corporate governance functions.

The Company’s Audit Committee meets at least once each quarter and reviews proposals in accordance with applicable laws and regulations and its Charter to fulfill its oversight responsibilities and ensure effective operation.

Annual Attendance of Audit Committee Members

In the most recent year (2026), the Audit Committee held 8 meetings. Attendance by independent directors was as follows:

Title	Name	Meetings Attended in Person	Meetings Attended by Proxy	Actual Attendance Rate (%) [Note]	Remarks
Independent Director	Lin, Kuan-Chao	4	0	100	Left office following the election on April 28, 2026; Required to attend 4 meetings
Independent Director	He, Ju-Hsiang	4	0	100	Left office following the election on April 28, 2026; Required to attend 4 meetings
Independent Director	Wei, Che-Chen	4	0	100	Left office following the election on April 28, 2026; Required to attend 4 meetings
Independent Director	Chiu, Tai-San	4	0	100	Newly elected on April 28, 2026; Required to attend 4 meetings
Independent Director	Chen, Ling-Hsuan	4	0	100	Newly elected on April 28, 2026; Required to attend 4 meetings
Independent Director	Su, Yen-Hsueh	4	0	100	Newly elected on April 28, 2026; Required to attend 4 meetings

Note: The actual attendance rate is calculated by dividing the number of meetings attended in person by the number of meetings the member was required to attend.

Major Proposals Reviewed by the Audit Committee

Meeting Date	Proposal Details
2026/01/14 21st Meeting of the 3rd Term	Periodic assessment of the independence and competence of the external auditors. Approval of the list of employees who are neither directors nor managerial officers to subscribe for shares repurchased by the Company. Amendment to the internal control system for payroll operations under the payroll cycle.
2026/03/10 22nd Meeting of the 3rd Term	The 2025 assessment of the effectiveness of the internal control system and the Statement on Internal Control. The 2025 financial statements and business report. Distribution of earnings for 2025. Cash distribution from capital surplus. Determination that material accounts receivable arising from business transactions that exceeded the normal credit period by more than three months as of December 31, 2025 do not constitute lending of funds. Providing endorsements and guarantees, including endorsements and guarantees on promissory notes, for bank credit facilities of the Company’s subsidiary, Power Tank Energy Ltd. Providing endorsements and guarantees for bank credit facilities of the Company’s subsidiary, Sysgration Electronics Technology (Zhenjiang) Co., Ltd. Completion of public issuance procedures for the common shares issued in the second private placement in 2022. Establishment of the Company’s Regulations Governing Commission Expenditures.
2026/03/18 23rd Meeting of the 3rd Term	Issuance of restricted stock for employees.
2026/04/21 24th Meeting of the 3rd Term	Providing endorsements and guarantees, including endorsements and guarantees on promissory notes, for bank credit facilities of the Company’s subsidiary, Power Tank Energy Ltd. Providing endorsements and guarantees for bank credit facilities of the Company’s subsidiary, Sysgration Electronics Technology (Zhenjiang) Co., Ltd. Investment through subscription to Andra Capital Master Fund.
2026/05/13 1st Meeting of the 4th Term	The consolidated financial statements for the first quarter of 2026.
2026/08/13 2nd Meeting of the 4th Term	The consolidated financial statements for the second quarter of 2026. Pre-approval of non-assurance services to be provided to the Company and its subsidiaries by the external auditors, their firm, and the firm’s affiliates. Amendment to the Regulations Governing the Issuance of Restricted Stock for Employees in 2026. Providing endorsements and guarantees for bank credit facilities of the Company’s subsidiary, Power Tank Energy Ltd.
2026/10/12 3rd Meeting of the 4th Term	Participation in the cash capital increase of Leadray Energy Co., Ltd.
2026/11/10 4th Meeting of the 4th Term	The consolidated financial statements for the third quarter of 2026.

Audit Committee Resolutions

All of the above proposals were unanimously approved by the Audit Committee members present, with no dissenting opinions, reservations, or material recommendations. Proposals approved by the Audit Committee are submitted to the Board of Directors for review in accordance with applicable laws and regulations and the Company’s internal procedures. The Board adopts resolutions through the prescribed legal procedures to fulfill the Audit Committee’s oversight functions and the Board’s decision-making responsibilities.

Sustainability

Audit Committee