Audit Committee

The audit committee assists the Board in fulfilling its responsibility and duty for oversight of the Company Act, Securities and Exchange Act, and such other related laws and regulations. The main function of the audit committee is to supervise the following matters: fair presentation of the financial reports, hiring and dismissals, independence, performance of certificated public accountants, the effective implementation of the internal control system, compliance with relevant laws and regulations by Brinno, management of the existing or potential risks of Brinno. This committee is composed of independent directors. The audit committee may, by resolution, request relevant department officers, internal auditors, certified public accountants, legal counsels, or other personnel to attend the meeting as nonvoting participants and provide pertinent and necessary information. The powers of the Committee are as follows:

1. The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
2. Assessment of the effectiveness of the internal control system.
3. 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.
4. Matters in which a director is an interested party.
5. Asset transactions or derivatives trading of a material nature.
6. Loans of funds, endorsements, or provision of guarantees of a material nature.
7. The offering, issuance, or private placement of equity-type securities.
8. The hiring or dismissal of a certified public accountant, or their compensation.
9. The appointment or discharge of a financial, accounting, or internal audit officer.
10. Annual financial reports and second quarter financial reports that must be audited and attested by a CPA, which are signed or sealed by the chairperson, managerial officer, and accounting officer.
11. Other material matters.