Board of Directors

Professional Qualifications and Independence of Board Members
The Company, as a publicly listed company, has established more than three Independent Directors in accordance with the requirements of the Securities and Exchange Act and the Company's Articles of Incorporation. The number of Independent Directors accounts for no less than one-fifth of the total Board seats. In addition, the Company has established an Audit Committee composed entirely of Independent Directors to perform the duties previously exercised by Supervisors.
The Board of Directors was re-elected on June 24, 2024, and currently consists of five Directors and four Independent Directors. In assessing the independence of its Directors, the Board considers all relevant factors, including whether the Directors are able to continue raising constructive questions to management and other Board members, whether they express views independently of management and other Directors, and whether they satisfy the independence requirements set forth in Article 14-2 of the Securities and Exchange Act.
None of the Board members is subject to the circumstances specified in Paragraphs 3 and 4 of Article 26-3 of the Securities and Exchange Act. In addition, none of the Directors has a spousal relationship or a familial relationship within the second degree of kinship with any other Director.
The details are presented in the table below.
Name | Professional qualifications and experience | Independence analysis | No. of other public companies atwhich the person concurrentlyserves as an independent director |
|---|---|---|---|
ChairmanCheng-Teng Hsu | ¢ExperienceVisiting Scholar at the Stanford University School of Medicine (STB Program)Assistant Professor, Department of Medical Laboratory Science and Biotechnology, Chung Shan Medical UniversityDirector, Association of Chemical Sensor in TaiwanGeneral Manager, Bionime (Shenzhen) Co., Ltd.Vice President of R&D, BIONIME CORPORATION¢EducationDoctor of Chemistry, National Chung Hsing University¢Possesses expertise in business management, biotechnology and healthcare, and sustainable development. | The director does not have a spousal or close relative relationship (within the second degree of kinship) with other directors and is not subject to the circumstances specified in Articles 26-3, Paragraphs 3 and 4 of the Securities and Exchange Act. | 0 |
Vice ChairmanSheng-Chuan Cheng | ¢ExperienceGeneral Manager, Newmax Technology Co., Ltd.Assistant Manager, SKANHEX TECHNOLOGY INC, Finance CenterAssistant Manager, Project Sales Department, Chailease Finance Co., Ltd.¢EducationMaster's Degree, Graduate Institute of Economics, National Tsing Hua University¢Possesses expertise in business management, economics, and sustainable development. | The director does not have a spousal or close relative relationship (within the second degree of kinship) with other directors and is not subject to the circumstances specified in Articles 26-3, Paragraphs 3 and 4 of the Securities and Exchange Act. | 0 |
Representative:Chun-Mu HuangBai Jue Investment Limited | ¢ExperienceChairman and Chief Executive Officer, BIONIME CORPORATIONGeneral Managger, Ming Shi Corporation¢EducationNational Taipei University of Technology, Taipei Tech¢Possesses expertise in business management, biotechnology and healthcare, and sustainable development. | The director does not have a spousal or close relative relationship (within the second degree of kinship) with other directors and is not subject to the circumstances specified in Articles 26-3, Paragraphs 3 and 4 of the Securities and Exchange Act. | 0 |
Representative:Jane SC TsaiBo Bang Capital Co., Ltd. | ¢ExperienceSenior Vice President, YFY Biotech Management Co., Ltd.Senior Distinguished Researcher, Biomedical Technology and Device Research Laboratories, Industrial Technology Research InstituteHead of R&D, Roche DiagnosticsTechnology Research Institute; Chief Operating Officer, Drug Development Center¢EducationPh.D. in Microbiology and Cell Biology, Pennsylvania State UniversityDepartment of Medical Technology, College of Medicine, National Taiwan University¢Possesses expertise in business management, biotechnology and healthcare, and sustainable development. | The director does not have a spousal or close relative relationship (within the second degree of kinship) with other directors and is not subject to the circumstances specified in Articles 26-3, Paragraphs 3 and 4 of the Securities and Exchange Act. | 0 |
Representative:Yuh-Geng TsayVivo Panda Fund, L.P. | ¢ExperiencePartner, VIVO CAPITALSenior Vice President and Group President, Thermo Fisher Scientific Inc.Group President, Fisher Scientific Immunodiagnostics DivisionPresident, Apogent Clinical Diagnostics Group¢EducationBachelor's Degree in Chemistry, National Cheng Kung UniversityPh.D. in Organic Chemistry, University of Rochester, New York¢Possesses expertise in business management, biotechnology and healthcare, diagnostic medicine, and sustainable development. | The director does not have a spousal or close relative relationship (within the second degree of kinship) with other directors and is not subject to the circumstances specified in Articles 26-3, Paragraphs 3 and 4 of the Securities and Exchange Act. | 0 |
Yu-Hsiang Wang | ¢ExperienceManaging Partner, Mega Grace CPA FirmChairman, Mega Family Office CORP.Chairman, Mega Capital Investment (Corp.)Business Assistant Manager, Underwriting Department, IBT Securities Co.,Ltd.Business Assistant Manager, Underwriting Department, Capital Securities CorporationBusiness Assistant Manager, Underwriting Department, KGI Securities Co., Ltd.Audit Department Team Leader, KPMGCertified Public Accountant, Republic of ChinaInternal Auditor¢EducationGraduate Institute of Financial Management, National Sun Yat-sen UniversityDepartment of accounting, Soochow University¢Possesses expertise in business management, financial accounting, internal auditing, marketing management, and sustainable development. | The director does not have a spousal or close relative relationship (within the second degree of kinship) with other directors and is not subject to the circumstances specified in Articles 26-3, Paragraphs 3 and 4 of the Securities and Exchange Act. | 3 |
Shao-Hua Wang | ¢ExperienceGeneral Manager and North American Representative, Industrial Technology Research Institute (ITRI) North AmericaDirector, International Center, Industrial Technology Research Institute (ITRI)Director, Industrial Economics and Knowledge Center (IEK), Industrial Technology Research Institute (ITRI)Secretary General, Monte Jade Science & Technology Association of Taiwan & GlobalSecretary General,Monte Jade Science & Technology Association of West CoastSenior Consultant, SRI International and SRI Consulting, Stanford Research InstituteProcess Engineer, M.W. Kellogg (now KBR)Researcher, National Energy Technology Laboratory (NETL), U.S. Department of Energy¢EducationPh.D. in chemical engineering, West Virginia UniversityBachelor’s degree in chemical engineering, National Taiwan University¢Possesses expertise in business management, energy technology, industrial development, marketing management, and sustainable development. | The director does not have a spousal or close relative relationship (within the second degree of kinship) with other directors and is not subject to the circumstances specified in Articles 26-3, Paragraphs 3 and 4 of the Securities and Exchange Act. | 0 |
Chieh-Hsiao Chen | ¢ExperienceDirector, Department of Urology and Urologic Oncology, Changhua Christian Hospital affiliated with China Medical UniversityDepartment of Urology, China Medical University HospitalLecturer, Department of Medicine, China Medical UniversityVisiting Scholar, Stanford UniversityMember, Stanford Taiwan Advanced Medical Equipment Training ProgramMember, Taiwan Urological Oncology AssociationCo-Founder and Chief Medical Officer, iXensor Co. Ltd.¢EducationPh.D. in Medical Engineering, National Cheng Kung University¢Possesses expertise in business management, biotechnology and healthcare, marketing management, and sustainable development. | The director does not have a spousal or close relative relationship (within the second degree of kinship) with other directors and is not subject to the circumstances specified in Articles 26-3, Paragraphs 3 and 4 of the Securities and Exchange Act. | 0 |
Tien-Tai Chou | ¢ExperiencePartner and Lawyer, PTMA LegalSupervisor, Shang Shi Hua (Shanghai) Financial Consulting Co., Ltd.Supervisor, Botai Mingan (Shenzhen) Enterprise Development Consulting Co., Ltd.Director, Botai Mingan Family Office (Corp.)Supervisor, Botai Mingan (Suzhou) Enterprise Development Consulting Co., Ltd.Independent Director, Brain Power (Qingyuan) Co., Ltd.¢EducationPh.D. in Law, East China University of Political Science and Law | The director does not have a spousal or close relative relationship (within the second degree of kinship) with other directors and is not subject to the circumstances specified in Articles 26-3, Paragraphs 3 and 4 of the Securities and Exchange Act. | 0 |
Board Diversity
The Company advocates for a policy of respecting board diversity. To strengthen corporate governance and promote the healthy development of the board’s composition and structure, we believe that the diversity policy helps enhance the Company’s overall performance. The selection of board members is based on merit and aims to incorporate a diverse range of capabilities across different industries, including basic conditions and values (e.g., gender, age), professional knowledge and skills (e.g., accounting, industry expertise, finance, marketing, or technology), as well as industry experience. Additionally, to fulfill our supervisory responsibilities, the company has established various internal management regulations to ensure robust governance functions.
The current board of directors consists of 9 members, including 5 non-independent directors and 4 independent directors. All directors are distinguished figures from both academia and industry. As a company in the medical technology industry, we emphasize the composition of our board members. We aim for one-half (50%) of the members to have expertise in biotechnology and healthcare, one-fifth (20%) to have expertise in finance, accounting, or law, and two-thirds (67%) to have expertise in business management, to ensure proper supervision and knowledge sharing. The current board composition already meets the Company’s expectations, and the implementation status is detailed in the table below:
Diversity CategoriesName | Group | Skills and Competencies | ||||||||
Nationality | Age | Gender | ConcurrentEmployment | Audit CommitteeMember | IndependentDirector Tenure | Management | Biotechnology/Medical | Finance/Accounting/Legal | Marketing/Operations | |
Cheng-Teng Hsu | Republic of China | 41-50 | Male | V | N/A | N/A | V | V | V | |
Bai Jue Investment LimitedRepresentative:Chun-Mu Huang | Republic of China | 61-70 | Male | N/A | N/A | V | V | V | ||
Bo Bang Capital Co., Ltd.Representative:Jane SC Tsai | Republic of China | 61-70 | Female | N/A | N/A | V | V | V | ||
Vivo Panda Fund, L.P.Representative:Yuh-Geng Tsay | Republic of China | 71-80 | Male | N/A | N/A | V | V | V | ||
Sheng-Chuan Cheng | Republic of China | 51-60 | Male | N/A | N/A | V | V | |||
Yu-Hsiang Wang | Republic of China | 51-60 | Female | Yes | Second Tenure | V | V | V | ||
Shao-Hua Wang | Republic of China | 61-70 | Male | Yes | Second Tenure | V | V | |||
Chieh-Hsiao Chen | Republic of China | 41-50 | Male | Yes | Second Tenure | V | V | V | ||
Tien-Tai Chou | Republic of China | 41-50 | Male | Yes | First Tenure | V | V | V | ||
Diversity Ratio | - | - | Male78%Female22% | Employee11.1% | - | - | 100% | 55.6% | 22.2% | 100% |
According to the table above, the current gender ratio in our board of directors is 78% male and 22% female. This disparity is primarily due to the fact that the initial investors during the Company’s founding were predominantly male. In the future, during the re-election or expansion of board members, the Company will emphasize gender diversity, ensuring that the proportion of any single gender reaches one-third. This is in response to the “Sustainable Development Action Plan for Listed Companies” which promotes gender diversity on the boards of listed companies. The Company will also actively support the goals of gender balance and diversity and inclusion.
Implementation of Board Performance Evaluation
To implement corporate governance and enhance the functions of the Board of Directors, the Company approved the "Board of Directors Performance Evaluation Policy" on July 3, 2023. Starting from 2024, an internal evaluation is conducted at least once a year, and an external evaluation is expected to be carried out once every three years. In 2026, the 2025 performance of the Board of Directors and individual board members was evaluated using internal questionnaires. The execution status of the evaluation is shown in the table below:
Evaluation Cycle | Evaluation Period | Evaluation Scope | Evaluation Method | Evaluation Content |
Conducting once annually | Performance evaluation was the period from January 1, 2025, to December 31, 2025 | Overall performance of Board of Directors | Board members' self-assessment |
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Conducting once annually | Performance evaluation was the period from January 1, 2025, to December 31, 2025 | Overall performance of Board members | Board members' self-assessment |
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The overall performance average score of the Board of Directors for 2025 was 4.98 points (out of a maximum of 5 points).
The overall performance average score of the Board members for 2025 was 4.98 points (out of a maximum of 5 points).
The evaluation results were reported at the 10 meeting of the 6th Board of Directors on March 3, 2026.
Board Succession Planning and Implementation
The Company's Articles of Incorporation stipulate that the election of the Chairman and Directors shall adopt a candidate nomination system. In addition, the Corporate Governance Best Practice Principles and the Rules for Election of Directors provide that the composition of the Board of Directors shall take diversity into consideration. Diversity policies are formulated based on the Company's operations, business model, and development needs, including, but not limited to, criteria relating to fundamental qualifications and values, as well as professional knowledge and expertise.
The Company has established an ongoing succession plan for Directors (including the Chairman) by maintaining a database of potential Director candidates based on the following criteria:
Integrity, accountability, innovation, and sound decision-making, consistent with the Company's core values, together with professional knowledge and skills that contribute to the Company's management and operations. Such expertise includes legal affairs, accounting, industry experience, finance, marketing, technology, and other relevant professional backgrounds. The Company aims for at least 50% of Board members to possess expertise in biotechnology and healthcare, 20% to have expertise in finance, accounting, or law, and 67% to have business management expertise, thereby strengthening the Board's oversight function and facilitating knowledge sharing.
Gender diversity, with Directors of either gender accounting for at least one-third of the total Board seats.
Collective competencies of the Board, including:
Business judgment
Accounting and financial analysis
Business management
Crisis management
Industry knowledge
International market perspective
Leadership
Decision-making