CORPORATE GOVERNANCE

Board of Directors
Procedures for Election of Directors  Board Members Disclosure of Professional Qualifications Board Diversity and Independence

Procedures for Election of Directors

Director Candidate Nomination System

The election of the Company's Directors (including Independent Directors) is conducted in full accordance with the "Procedures for Election of Directors." The professional qualifications, shareholding percentages, restrictions on concurrent positions, determination of independence, methods of nomination and election, and other compliance matters regarding Directors and Independent Directors shall be governed by the Company’s internal regulations and relevant laws and regulations of the competent authorities.

[Download Procedures for Election of Directors]

Nomination and Election Process

  1. Board Nomination: The list of Director candidates is carefully discussed and approved by the Board of Directors in accordance with relevant laws and regulations.

  2. Shareholder Nomination: During the nomination period announced by the Company in accordance with the law, shareholders holding 1% or more of the total number of issued shares of the Company may submit nominations to the Company along with relevant supporting documents.

  3. Election at the Shareholders' Meeting: The list of candidates whose qualifications have been reviewed and approved by the Board of Directors will be submitted to the Shareholders' Meeting. Shareholders shall then elect Directors from the list of candidates in accordance with the regulations.

Board Members

On October 23, 2025, the Company held an Extraordinary Shareholders' Meeting to elect the 2nd term of Directors (including Independent Directors). The term of office is three years, commencing from October 23, 2025, and ending on October 22, 2028.

The 2nd term Board of Directors consists of seven members, including four Independent Directors.


Disclosure of Professional Qualifications of Directors and Supervisors and Independence of Independent Directors

Name Professional Qualifications and Experience Independence Status

Number of Concurrent Independent Directorships in Other Public Companies

Chairman

Hung-Kai, Chen

Dr. [Name] is the visionary leader of Elixiron Immunotherapeutics, overseeing strategic direction and global operations. He is an expert in translational medicine, with a proven track record of advancing innovative drug candidates from preclinical stages through Phase II clinical trials.

Prior to Elixiron, he held several high-level leadership roles, including Senior VP & CMO at Achelex Pharmaceuticals, Director of Translational Medicine at DCB, and Principal Investigator at GlaxoSmithKline (GSK). He also served as a Staff Scientist at the Gladstone Institutes (UCSF), where he collaborated with Merck & Co. on landmark Alzheimer’s research. His expertise spans immuno-oncology (PD-L1, TIM-3, bispecific antibodies) and neuroimmunology (ApoE4 and stroke therapies).

Dr. Chen holds a Ph.D. in Microbiology and Immunology from National Yang Ming University and conducted postdoctoral research at the Howard Hughes Medical Institute (HHMI) and Baylor College of Medicine. A recipient of a $1 million grant from the Bill Gates-supported "Part the Cloud" program, his groundbreaking research has been featured in top-tier journals such as Cell, Nature Medicine, and Nature Communications.

N/A

-

 

Director

Chyun, Lin

Mr. Lin is the Chairman and Managing Partner of Ampower Capital. He currently serves as the Chairman of AllSwell Bio Inc., TaiRx, Inc., and Nuwa Cell (宜蘊生醫), as well as an Independent Director of Fubon Life Insurance.

As a seasoned professional manager with extensive expertise in equity research, investment banking, corporate management, and strategic consulting, he has spearheaded numerous large-scale IPOs, M&As, and capital increase projects. His distinguished career includes serving as Managing Director of J.P. Morgan Securities (Taiwan), Chief Investment Officer (CIO) of ABN AMRO Asset Management, and CEO of Greater China at Macquarie Capital.

Additionally, he has held senior leadership roles as a Senior Consultant at McKinsey & Company, Group Chief Financial Officer (CFO) of Lite-On Group, and Chief Strategy Officer of Chicony Power Technology.

He holds an MBA from The University of Chicago and a Master of Science in Electrical Engineering and Computer Science from the Massachusetts Institute of Technology (MIT).

N/A

2

Corporate Representative Director

Taiwan Capital Buffalo II Technology Fund, L.P.

Michael Li-Hsin, Huang

Mr. Huang currently serves as the Managing Partner of Taiwania Capital Biotechnologies Fund. His extensive career includes serving as the Founder and CEO of NeuroVive Pharmaceutical Taiwan, Inc., a Consultant at Business Research Limited, and the Head of Investor Relations at Achelex Pharmaceuticals, Inc. (Taiwan). He also held key roles as the Assistant to the Investment General Manager at both New Vision Investment and H&Q Asia Pacific (Taiwan).

Mr. Huang specializes in biotechnology investment evaluation and management, corporate operations, corporate governance, licensing negotiations, technology transfer, and startup incubation.

He holds a Master of Science in Chemistry from the University of Texas and an MBA from Rice University.

N/A

-

Independent Director

Han-Chiang, Chu

Mr. Chu previously served as the Chairman of the Taiwan Depository & Clearing Corporation (TDCC) and the Chairman of FundRich Securities Co., Ltd. He holds a Master’s degree from the Graduate Institute of Business Administration at National Taiwan University (NTU) and an EMBA from National Chengchi University (NCCU).

Note

-

Independent Director

Hsing-I, Chen

Ms. Chen currently serves as the Chief Legal Officer (CLO) of PharmaEssentia Corp. Her professional background includes serving as the Legal Manager in the Legal Department of Hon Hai Technology Group (Foxconn), and Chief Legal Officer of the YongLin Healthcare Foundation and Hon Hai Health Technology Business Group.

Prior to her corporate roles, she gained extensive private practice experience as a Senior Attorney at Ever Radiant Law Firm, and as an Attorney at K&L Gates and Liyang International Law Firm.

Ms. Chen holds an LL.M. in Health Law from the University of Washington (Seattle).

Note

-

Independent Director

Yen-Chen, Huang

Mr. Huang currently serves as the Vice President of Diamond BioFund Inc., where he is responsible for direct investment activities. His coverage includes biopharmaceuticals, advanced medical devices, healthcare services, and agricultural biotechnology.

Prior to his role in venture capital, he was a Manager at the Industrial Technology Research Institute (ITRI), where he spearheaded R&D projects, industry research, market analysis, and strategic consulting, specializing in the biotechnology and medical device sectors.

Currently, he also serves as a Member of the Board of Directors for several prominent companies, including StemCyte, TTT Agriculture, U-BioMed, Bionime (Jinfu), Theia Medical Technology, and EyeYon Medical.

Note

-

Independent Director

Ching-Ying, Tai

Ms. Tai previously served as the Vice President of Neurobiology at Aprinoia Therapeutics Inc., the Executive Director at the Development Center for Biotechnology (DCB), and an Assistant Research Fellow at Academia Sinica.

She completed her Postdoctoral Fellowship in Neurobiology at the California Institute of Technology (Caltech) and holds a Ph.D. in Cell Biology from the University of Massachusetts Medical School.

Note

-

Note: Each Independent Director has met the following criteria during the two years prior to being elected and during the term of office:

  1. Neither the director, nor their spouse or relative within the second degree of kinship, serves as a director, supervisor, or employee of the Company or any of its affiliates.

  2. Neither the director, nor their spouse or relative within the second degree of kinship, holds shares of the Company (including those held under the names of others).

  3. Does not serve as a director, supervisor, or employee of a company that has a specific relationship with the Company (pursuant to Article 3, Paragraph 1, Items 5 to 8 of the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies").

  4. Has not received remuneration exceeding NT$500,000 for providing commercial, legal, financial, or accounting services to the Company or any of its affiliates in the most recent two years.


    Board Diversity and Independence

1. Board Diversity

To strengthen corporate governance and promote a robust board structure, the Company respects and advocates for board diversity objectives. We believe that a diversity policy will contribute to enhancing the Company's overall operational performance. The selection of board members is based on the principle of meritocracy; in addition to the professional backgrounds of Directors and Independent Directors, diversity is also a key factor in our considerations.

Currently, the Board consists of eight directors, all of whom possess more than five years of work experience required for the Company's business operations and meet the qualifications set forth in Article 30 of the Company Act. Among them, four are Independent Directors, including two female Independent Directors. All members are distinguished professionals with extensive practical experience. The core elements of our board diversity are as follows:

Name

Gender

Business Judgment

Accounting and Financial Analysis

Operational Management

Crisis Management

Industry Knowledge

International Market Vision

Leadership Capability

Decision-Making Capability

Chairman

Hung-Kai, Chen

V   V V V V V

V

Director

Chyun, Lin

V V V V V V V

V

Corporate Representative Director

Taiwan Capital Buffalo II Technology Fund, L.P.

Michael Li-Hsin, Huang

V V V V V V V

V

Independent Director

Han-Chiang, Chu

V V V V   V V

V

Independent Director

Hsing-I, Chen

V   V V V V V

V

Independent Director

Yen-Chen, Huang

V   V V V V V

V

Independent Director

Ching-Ying, Tai

V   V V V V V

V

 

The three Directors possess professional expertise in the biotechnology industry and finance and accounting. The four Independent Directors specialize in biotechnology, finance and accounting, and legal affairs. The implementation of this Board Diversity Policy effectively enhances corporate governance efficiency and operational management performance.

2. Board Independence

The four current Independent Directors of the Company all comply with the independence regulations stipulated in the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies." Furthermore, there are no spousal or second-degree kinship relationships among any of the Directors. The Board also complies with the provisions of Paragraph 3 and Paragraph 4 of Article 26-3 of the Securities and Exchange Act. Accordingly, the Board of Directors has demonstrated a high degree of independence in its practical operations.

Procedures for Election of Directors  Board Members Disclosure of Professional Qualifications Board Diversity and Independence

Procedures for Election of Directors

Director Candidate Nomination System

The election of the Company's Directors (including Independent Directors) is conducted in full accordance with the "Procedures for Election of Directors." The professional qualifications, shareholding percentages, restrictions on concurrent positions, determination of independence, methods of nomination and election, and other compliance matters regarding Directors and Independent Directors shall be governed by the Company’s internal regulations and relevant laws and regulations of the competent authorities.

[Download Procedures for Election of Directors]

Nomination and Election Process

  1. Board Nomination: The list of Director candidates is carefully discussed and approved by the Board of Directors in accordance with relevant laws and regulations.

  2. Shareholder Nomination: During the nomination period announced by the Company in accordance with the law, shareholders holding 1% or more of the total number of issued shares of the Company may submit nominations to the Company along with relevant supporting documents.

  3. Election at the Shareholders' Meeting: The list of candidates whose qualifications have been reviewed and approved by the Board of Directors will be submitted to the Shareholders' Meeting. Shareholders shall then elect Directors from the list of candidates in accordance with the regulations.

Board Members

On October 23, 2025, the Company held an Extraordinary Shareholders' Meeting to elect the 2nd term of Directors (including Independent Directors). The term of office is three years, commencing from October 23, 2025, and ending on October 22, 2028.

The 2nd term Board of Directors consists of seven members, including four Independent Directors.


Disclosure of Professional Qualifications of Directors and Supervisors and Independence of Independent Directors

Name Professional Qualifications and Experience Independence Status

Number of Concurrent Independent Directorships in Other Public Companies

Chairman

Hung-Kai, Chen

Dr. [Name] is the visionary leader of Elixiron Immunotherapeutics, overseeing strategic direction and global operations. He is an expert in translational medicine, with a proven track record of advancing innovative drug candidates from preclinical stages through Phase II clinical trials.

Prior to Elixiron, he held several high-level leadership roles, including Senior VP & CMO at Achelex Pharmaceuticals, Director of Translational Medicine at DCB, and Principal Investigator at GlaxoSmithKline (GSK). He also served as a Staff Scientist at the Gladstone Institutes (UCSF), where he collaborated with Merck & Co. on landmark Alzheimer’s research. His expertise spans immuno-oncology (PD-L1, TIM-3, bispecific antibodies) and neuroimmunology (ApoE4 and stroke therapies).

Dr. Chen holds a Ph.D. in Microbiology and Immunology from National Yang Ming University and conducted postdoctoral research at the Howard Hughes Medical Institute (HHMI) and Baylor College of Medicine. A recipient of a $1 million grant from the Bill Gates-supported "Part the Cloud" program, his groundbreaking research has been featured in top-tier journals such as Cell, Nature Medicine, and Nature Communications.

N/A

-

 

Director

Chyun, Lin

Mr. Lin is the Chairman and Managing Partner of Ampower Capital. He currently serves as the Chairman of AllSwell Bio Inc., TaiRx, Inc., and Nuwa Cell (宜蘊生醫), as well as an Independent Director of Fubon Life Insurance.

As a seasoned professional manager with extensive expertise in equity research, investment banking, corporate management, and strategic consulting, he has spearheaded numerous large-scale IPOs, M&As, and capital increase projects. His distinguished career includes serving as Managing Director of J.P. Morgan Securities (Taiwan), Chief Investment Officer (CIO) of ABN AMRO Asset Management, and CEO of Greater China at Macquarie Capital.

Additionally, he has held senior leadership roles as a Senior Consultant at McKinsey & Company, Group Chief Financial Officer (CFO) of Lite-On Group, and Chief Strategy Officer of Chicony Power Technology.

He holds an MBA from The University of Chicago and a Master of Science in Electrical Engineering and Computer Science from the Massachusetts Institute of Technology (MIT).

N/A

2

Corporate Representative Director

Taiwan Capital Buffalo II Technology Fund, L.P.

Michael Li-Hsin, Huang

Mr. Huang currently serves as the Managing Partner of Taiwania Capital Biotechnologies Fund. His extensive career includes serving as the Founder and CEO of NeuroVive Pharmaceutical Taiwan, Inc., a Consultant at Business Research Limited, and the Head of Investor Relations at Achelex Pharmaceuticals, Inc. (Taiwan). He also held key roles as the Assistant to the Investment General Manager at both New Vision Investment and H&Q Asia Pacific (Taiwan).

Mr. Huang specializes in biotechnology investment evaluation and management, corporate operations, corporate governance, licensing negotiations, technology transfer, and startup incubation.

He holds a Master of Science in Chemistry from the University of Texas and an MBA from Rice University.

N/A

-

Independent Director

Han-Chiang, Chu

Mr. Chu previously served as the Chairman of the Taiwan Depository & Clearing Corporation (TDCC) and the Chairman of FundRich Securities Co., Ltd. He holds a Master’s degree from the Graduate Institute of Business Administration at National Taiwan University (NTU) and an EMBA from National Chengchi University (NCCU).

Note

-

Independent Director

Hsing-I, Chen

Ms. Chen currently serves as the Chief Legal Officer (CLO) of PharmaEssentia Corp. Her professional background includes serving as the Legal Manager in the Legal Department of Hon Hai Technology Group (Foxconn), and Chief Legal Officer of the YongLin Healthcare Foundation and Hon Hai Health Technology Business Group.

Prior to her corporate roles, she gained extensive private practice experience as a Senior Attorney at Ever Radiant Law Firm, and as an Attorney at K&L Gates and Liyang International Law Firm.

Ms. Chen holds an LL.M. in Health Law from the University of Washington (Seattle).

Note

-

Independent Director

Yen-Chen, Huang

Mr. Huang currently serves as the Vice President of Diamond BioFund Inc., where he is responsible for direct investment activities. His coverage includes biopharmaceuticals, advanced medical devices, healthcare services, and agricultural biotechnology.

Prior to his role in venture capital, he was a Manager at the Industrial Technology Research Institute (ITRI), where he spearheaded R&D projects, industry research, market analysis, and strategic consulting, specializing in the biotechnology and medical device sectors.

Currently, he also serves as a Member of the Board of Directors for several prominent companies, including StemCyte, TTT Agriculture, U-BioMed, Bionime (Jinfu), Theia Medical Technology, and EyeYon Medical.

Note

-

Independent Director

Ching-Ying, Tai

Ms. Tai previously served as the Vice President of Neurobiology at Aprinoia Therapeutics Inc., the Executive Director at the Development Center for Biotechnology (DCB), and an Assistant Research Fellow at Academia Sinica.

She completed her Postdoctoral Fellowship in Neurobiology at the California Institute of Technology (Caltech) and holds a Ph.D. in Cell Biology from the University of Massachusetts Medical School.

Note

-

Note: Each Independent Director has met the following criteria during the two years prior to being elected and during the term of office:

  1. Neither the director, nor their spouse or relative within the second degree of kinship, serves as a director, supervisor, or employee of the Company or any of its affiliates.

  2. Neither the director, nor their spouse or relative within the second degree of kinship, holds shares of the Company (including those held under the names of others).

  3. Does not serve as a director, supervisor, or employee of a company that has a specific relationship with the Company (pursuant to Article 3, Paragraph 1, Items 5 to 8 of the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies").

  4. Has not received remuneration exceeding NT$500,000 for providing commercial, legal, financial, or accounting services to the Company or any of its affiliates in the most recent two years.


    Board Diversity and Independence

1. Board Diversity

To strengthen corporate governance and promote a robust board structure, the Company respects and advocates for board diversity objectives. We believe that a diversity policy will contribute to enhancing the Company's overall operational performance. The selection of board members is based on the principle of meritocracy; in addition to the professional backgrounds of Directors and Independent Directors, diversity is also a key factor in our considerations.

Currently, the Board consists of eight directors, all of whom possess more than five years of work experience required for the Company's business operations and meet the qualifications set forth in Article 30 of the Company Act. Among them, four are Independent Directors, including two female Independent Directors. All members are distinguished professionals with extensive practical experience. The core elements of our board diversity are as follows:

Name

Gender

Business Judgment

Accounting and Financial Analysis

Operational Management

Crisis Management

Industry Knowledge

International Market Vision

Leadership Capability

Decision-Making Capability

Chairman

Hung-Kai, Chen

V   V V V V V

V

Director

Chyun, Lin

V V V V V V V

V

Corporate Representative Director

Taiwan Capital Buffalo II Technology Fund, L.P.

Michael Li-Hsin, Huang

V V V V V V V

V

Independent Director

Han-Chiang, Chu

V V V V   V V

V

Independent Director

Hsing-I, Chen

V   V V V V V

V

Independent Director

Yen-Chen, Huang

V   V V V V V

V

Independent Director

Ching-Ying, Tai

V   V V V V V

V

 

The three Directors possess professional expertise in the biotechnology industry and finance and accounting. The four Independent Directors specialize in biotechnology, finance and accounting, and legal affairs. The implementation of this Board Diversity Policy effectively enhances corporate governance efficiency and operational management performance.

2. Board Independence

The four current Independent Directors of the Company all comply with the independence regulations stipulated in the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies." Furthermore, there are no spousal or second-degree kinship relationships among any of the Directors. The Board also complies with the provisions of Paragraph 3 and Paragraph 4 of Article 26-3 of the Securities and Exchange Act. Accordingly, the Board of Directors has demonstrated a high degree of independence in its practical operations.

Procedures for Election of Directors

Director Candidate Nomination System

The election of the Company's Directors (including Independent Directors) is conducted in full accordance with the "Procedures for Election of Directors." The professional qualifications, shareholding percentages, restrictions on concurrent positions, determination of independence, methods of nomination and election, and other compliance matters regarding Directors and Independent Directors shall be governed by the Company’s internal regulations and relevant laws and regulations of the competent authorities.

[Download Procedures for Election of Directors]

Nomination and Election Process

  1. Board Nomination: The list of Director candidates is carefully discussed and approved by the Board of Directors in accordance with relevant laws and regulations.

  2. Shareholder Nomination: During the nomination period announced by the Company in accordance with the law, shareholders holding 1% or more of the total number of issued shares of the Company may submit nominations to the Company along with relevant supporting documents.

  3. Election at the Shareholders' Meeting: The list of candidates whose qualifications have been reviewed and approved by the Board of Directors will be submitted to the Shareholders' Meeting. Shareholders shall then elect Directors from the list of candidates in accordance with the regulations.


    Board Members

On October 23, 2025, the Company held an Extraordinary Shareholders' Meeting to elect the 2nd term of Directors (including Independent Directors). The term of office is three years, commencing from October 23, 2025, and ending on October 22, 2028.

The 2nd term Board of Directors consists of seven members, including four Independent Directors.


Disclosure of Professional Qualifications of Directors and Supervisors and Independence of Independent Directors

Name Professional Qualifications and Experience Independence Status

Number of Concurrent Independent Directorships in Other Public Companies

Chairman

Hung-Kai, Chen

Dr. [Name] is the visionary leader of Elixiron Immunotherapeutics, overseeing strategic direction and global operations. He is an expert in translational medicine, with a proven track record of advancing innovative drug candidates from preclinical stages through Phase II clinical trials.

Prior to Elixiron, he held several high-level leadership roles, including Senior VP & CMO at Achelex Pharmaceuticals, Director of Translational Medicine at DCB, and Principal Investigator at GlaxoSmithKline (GSK). He also served as a Staff Scientist at the Gladstone Institutes (UCSF), where he collaborated with Merck & Co. on landmark Alzheimer’s research. His expertise spans immuno-oncology (PD-L1, TIM-3, bispecific antibodies) and neuroimmunology (ApoE4 and stroke therapies).

Dr. Chen holds a Ph.D. in Microbiology and Immunology from National Yang Ming University and conducted postdoctoral research at the Howard Hughes Medical Institute (HHMI) and Baylor College of Medicine. A recipient of a $1 million grant from the Bill Gates-supported "Part the Cloud" program, his groundbreaking research has been featured in top-tier journals such as Cell, Nature Medicine, and Nature Communications.

N/A

-

 

Director

Chyun, Lin

Mr. Lin is the Chairman and Managing Partner of Ampower Capital. He currently serves as the Chairman of AllSwell Bio Inc., TaiRx, Inc., and Nuwa Cell (宜蘊生醫), as well as an Independent Director of Fubon Life Insurance.

As a seasoned professional manager with extensive expertise in equity research, investment banking, corporate management, and strategic consulting, he has spearheaded numerous large-scale IPOs, M&As, and capital increase projects. His distinguished career includes serving as Managing Director of J.P. Morgan Securities (Taiwan), Chief Investment Officer (CIO) of ABN AMRO Asset Management, and CEO of Greater China at Macquarie Capital.

Additionally, he has held senior leadership roles as a Senior Consultant at McKinsey & Company, Group Chief Financial Officer (CFO) of Lite-On Group, and Chief Strategy Officer of Chicony Power Technology.

He holds an MBA from The University of Chicago and a Master of Science in Electrical Engineering and Computer Science from the Massachusetts Institute of Technology (MIT).

N/A

2

Corporate Representative Director

Taiwan Capital Buffalo II Technology Fund, L.P.

Michael Li-Hsin, Huang

Mr. Huang currently serves as the Managing Partner of Taiwania Capital Biotechnologies Fund. His extensive career includes serving as the Founder and CEO of NeuroVive Pharmaceutical Taiwan, Inc., a Consultant at Business Research Limited, and the Head of Investor Relations at Achelex Pharmaceuticals, Inc. (Taiwan). He also held key roles as the Assistant to the Investment General Manager at both New Vision Investment and H&Q Asia Pacific (Taiwan).

Mr. Huang specializes in biotechnology investment evaluation and management, corporate operations, corporate governance, licensing negotiations, technology transfer, and startup incubation.

He holds a Master of Science in Chemistry from the University of Texas and an MBA from Rice University.

N/A

-

Independent Director

Han-Chiang, Chu

Mr. Chu previously served as the Chairman of the Taiwan Depository & Clearing Corporation (TDCC) and the Chairman of FundRich Securities Co., Ltd. He holds a Master’s degree from the Graduate Institute of Business Administration at National Taiwan University (NTU) and an EMBA from National Chengchi University (NCCU).

Note

-

Independent Director

Hsing-I, Chen

Ms. Chen currently serves as the Chief Legal Officer (CLO) of PharmaEssentia Corp. Her professional background includes serving as the Legal Manager in the Legal Department of Hon Hai Technology Group (Foxconn), and Chief Legal Officer of the YongLin Healthcare Foundation and Hon Hai Health Technology Business Group.

Prior to her corporate roles, she gained extensive private practice experience as a Senior Attorney at Ever Radiant Law Firm, and as an Attorney at K&L Gates and Liyang International Law Firm.

Ms. Chen holds an LL.M. in Health Law from the University of Washington (Seattle).

Note

-

Independent Director

Yen-Chen, Huang

Mr. Huang currently serves as the Vice President of Diamond BioFund Inc., where he is responsible for direct investment activities. His coverage includes biopharmaceuticals, advanced medical devices, healthcare services, and agricultural biotechnology.

Prior to his role in venture capital, he was a Manager at the Industrial Technology Research Institute (ITRI), where he spearheaded R&D projects, industry research, market analysis, and strategic consulting, specializing in the biotechnology and medical device sectors.

Currently, he also serves as a Member of the Board of Directors for several prominent companies, including StemCyte, TTT Agriculture, U-BioMed, Bionime (Jinfu), Theia Medical Technology, and EyeYon Medical.

Note

-

Independent Director

Ching-Ying, Tai

Ms. Tai previously served as the Vice President of Neurobiology at Aprinoia Therapeutics Inc., the Executive Director at the Development Center for Biotechnology (DCB), and an Assistant Research Fellow at Academia Sinica.

She completed her Postdoctoral Fellowship in Neurobiology at the California Institute of Technology (Caltech) and holds a Ph.D. in Cell Biology from the University of Massachusetts Medical School.

Note

-

Note: Each Independent Director has met the following criteria during the two years prior to being elected and during the term of office:

  1. Neither the director, nor their spouse or relative within the second degree of kinship, serves as a director, supervisor, or employee of the Company or any of its affiliates.

  2. Neither the director, nor their spouse or relative within the second degree of kinship, holds shares of the Company (including those held under the names of others).

  3. Does not serve as a director, supervisor, or employee of a company that has a specific relationship with the Company (pursuant to Article 3, Paragraph 1, Items 5 to 8 of the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies").

  4. Has not received remuneration exceeding NT$500,000 for providing commercial, legal, financial, or accounting services to the Company or any of its affiliates in the most recent two years.


    Board Diversity and Independence

1. Board Diversity

To strengthen corporate governance and promote a robust board structure, the Company respects and advocates for board diversity objectives. We believe that a diversity policy will contribute to enhancing the Company's overall operational performance. The selection of board members is based on the principle of meritocracy; in addition to the professional backgrounds of Directors and Independent Directors, diversity is also a key factor in our considerations.

Currently, the Board consists of eight directors, all of whom possess more than five years of work experience required for the Company's business operations and meet the qualifications set forth in Article 30 of the Company Act. Among them, four are Independent Directors, including two female Independent Directors. All members are distinguished professionals with extensive practical experience. The core elements of our board diversity are as follows:

Name

Gender

Business Judgment

Accounting and Financial Analysis

Operational Management

Crisis Management

Industry Knowledge

International Market Vision

Leadership Capability

Decision-Making Capability

Chairman

Hung-Kai, Chen

V   V V V V V

V

Director

Chyun, Lin

V V V V V V V

V

Corporate Representative Director

Taiwan Capital Buffalo II Technology Fund, L.P.

Michael Li-Hsin, Huang

V V V V V V V

V

Independent Director

Han-Chiang, Chu

V V V V   V V

V

Independent Director

Hsing-I, Chen

V   V V V V V

V

Independent Director

Yen-Chen, Huang

V   V V V V V

V

Independent Director

Ching-Ying, Tai

V   V V V V V

V

 

The three Directors possess professional expertise in the biotechnology industry and finance and accounting. The four Independent Directors specialize in biotechnology, finance and accounting, and legal affairs. The implementation of this Board Diversity Policy effectively enhances corporate governance efficiency and operational management performance.

2. Board Independence

The four current Independent Directors of the Company all comply with the independence regulations stipulated in the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies." Furthermore, there are no spousal or second-degree kinship relationships among any of the Directors. The Board also complies with the provisions of Paragraph 3 and Paragraph 4 of Article 26-3 of the Securities and Exchange Act. Accordingly, the Board of Directors has demonstrated a high degree of independence in its practical operations.

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