Audit Committee

Audit Committee

For the purpose of implementing corporate governance and strengthening the management of the Board of Directors,the Company set up an Audit Committee to replace the supervisor system on June 3, 2019. in accordance with the Company's “Audit Committee Charter”,and the term is the same as that of the current Board of Directors.

Membership
Terms of Serving as Audit Committee’s Members 3rd Audit Committee Name
2025/6/26-2028/6/25 Convener Jason Liu
2025/6/26-2028/6/25 Member Jason Liu, Jun Ishikawa, Claire Lin，I-Chu Chen
Key Emphasis in Work

The Audit Committee is composed of 4 independent directors, they supervised the Company’s financial statements, the hiring of the Company’s certified CPA, internal control system, laws and the Company’s exist and potential risk control.  Audit Committee held five meetings in 2025, and the topic is as follows:

  1. Proposal of Business Report and Individual and Consolidated Financial Statements for 2024
  2. Proposal of the hiring and Remuneration for the Company’s certified CPA(including the independence of the certified public accountants)
  3. Evaluation of the operating effectiveness of its internal control system
  4. Proposal of the Amendments to the “Internal Control System (Including Implementation Rules of Internal Audit)
  5. Appointment of Chief Internal Auditor
  6. Proposal of 2024 Audit Plan
Operational Status (2025)
Title Name Times of Attendance in Person Attendance by Proxy Actual Attendance(%) Remark
Independent Director Jason Liu 5 0 100 Expected Attendance Times: 5
Independent Director Jun Ishikawa 5 0 100 Expected Attendance Times: 5
Independent Director Claire Lin 5 0 100 Expected Attendance Times: 5
Independent Director I-Chu Chen 3 0 100 Expected Attendance Times: 3
Other Matters to be recorded

With regard to the implementation of the Audit Committee, if any of the following circumstances occurs, the dates, terms of the Audit Committee meetings, contents of motions, content of the objections, reservations or significant recommendations of the Independent Directors, all Audit Committee resolutions, and the Company’s handling of such resolutions shall be specified:

(1)Matters referred to in Article 14-5 of the Securities and Exchange Act

Date of Audit Committee
（Term）		 Contents of motions Objections,
Reservations or
Significant
Recommendations
of Independent
Directors		 Audit Committee
Resolution		 The Company’s Response
2025.03.11
The 1st Meeting in 2025 of the 2rd Term

  • Proposal for the 2024 Business Report and Separate and Consolidated Financial Statement  

  • Proposal for the Evaluation of the Independence and Suitability of the  Company’s CPA ,and for the Appointment and Remuneration 

  • Proposal to Amend the Company’s Procedures for the Preparation and Assurance of the Sustainability Report 

  • Proposal to Amend the Company’s Asset Management Policy

  • Proposal to Amend the Company’s Procedures for Lending Funds to Others 

  • Amendment to the Company’s Internal Control System (Including Internal Audit Implementation Rules)– Sales and Collection Cycle
  • Proposal for the 2024 Internal Control system Statement 
  • Proposal Regarding the Replacement of the Chief Internal Auditor
 None Approved Passed by the Board of Directors
2025.05.09

The 2nd Meeting in 2025 of the 2rd Term
  • Consolidated Financial Report for the First Quarter of 2025 
  • Proposal for the 2024 Profit Distribution  
 None Approved Passed by the Board of Directors
2025.08.11
The 1st Meeting in 2025 of the 3rd Term
  • Consolidated Financial Report for the Second Quarter of 2025 
  • Proposal for Establishing the Criteria for Capital Increase Resulting from the Exercise of Employee stock Warrants
 None Approved Passed by the Board of Directors
2025.11.11
The 2nd Meeting in 2025 of the 3rd Term
  • Consolidated Financial Report for the Third Quarter of 2025 
  • Proposal to Release the Endorsement and Guarantee for Shanghai Kura Sushi Restaurant Management Co.,Ltd
  • Proposal for the Revision of the Code of Practice for Sustainable Development  
 None Approved Passed by the Board of Directors
2025.12.22
The 3rd Meeting in 2025 of the 3rd Term
  • Proposal for the Company’s 2025 Internal Audit Plan
  • Proposal for Evaluating the Independence and Suitability of the Company’s CPA , and for Appointment and Remuneration
  • Proposal for the Amendment of the Company’s Internal Control System (Including Internal Audit Implementation Rules) – Payroll Cycle
  • Proposal for the Revision of the Company’s property Management Procedures 
  • Proposal for the Revision of the Company’s Whistleblowing System Management Procedures 
 None Approved Passed by the Board of Directors
2026.03.10
The 1st Meeting in 2026 of the 3rd Term
  • Proposal for the 2025 Business Report and Separate and Consolidated Financial Statement 
  • Proposal to Amend the Company’s  Approval Authority Matrix
  • Proposal for the 2025 Internal Control system Statement 
 None Approved Passed by the Board of Directors
2026.05.11
The 2nd Meeting in 2026 of the 3rd Term
  • Consolidated Financial Report for the First Quarter of 2026
  • Proposal for Dividend Distribution for 2025
  • Proposal to Amend the Company’s  Approval Authority Matrix
  • Amendment to the Company’s Rules of  Procedure of the Shreholder’s Meetings
  • Amendment to the Company’s Procedure for Acquisition and Disposal of Assets
  • Proposal to Amend the Company’s Internal Control System and Detailed Rules for Internal Audit
  • Proposal Regarding the Execution of  a License Agreement
  • Proposal Regarding the Replacement of the Chief Internal Auditor
  • Proposal Regarding the Replacement of the  
    New Aaccounting Officer and Acting
Spokesperson
 None Approved Passed by the Borad of Directors

(2)Except for the aforementioned matters, other resolutions which were not being approved by the Audit Committee but resolved by more than two-thirds of all the Directors: None.

2.If there were independent directors who abstained from voting due to conflict of interest, the independent directors’ names, contents of motions, and reasons for avoidance of conflict of interest should be specified: None.