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 at
which the person concurrently
serves as an independent director
Chairman
Cheng-Teng Hsu
¢Experience
Visiting Scholar at the Stanford University School of Medicine (STB Program)
Assistant Professor, Department of Medical Laboratory Science and Biotechnology, Chung Shan Medical University
Director, Association of Chemical Sensor in Taiwan
General Manager, Bionime (Shenzhen) Co., Ltd.
Vice President of R&D, BIONIME CORPORATION
¢Education
Doctor 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 Chairman
Sheng-Chuan Cheng
¢Experience
General Manager, Newmax Technology Co., Ltd.
Assistant Manager, SKANHEX TECHNOLOGY INC, Finance Center
Assistant Manager, Project Sales Department, Chailease Finance Co., Ltd.
¢Education
Master'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 Huang
Bai Jue Investment Limited
¢Experience
Chairman and Chief Executive Officer, BIONIME CORPORATION
General Managger, Ming Shi Corporation
¢Education
National 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 Tsai
Bo Bang Capital Co., Ltd.
¢Experience
Senior Vice President, YFY Biotech Management Co., Ltd.
Senior Distinguished Researcher, Biomedical Technology and Device Research Laboratories, Industrial Technology Research Institute
Head of R&D, Roche Diagnostics
Technology Research Institute; Chief Operating Officer, Drug Development Center
¢Education
Ph.D. in Microbiology and Cell Biology, Pennsylvania State University
Department 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 Tsay
Vivo Panda Fund, L.P.
¢Experience
Partner, VIVO CAPITAL
Senior Vice President and Group President, Thermo Fisher Scientific Inc.
Group President, Fisher Scientific Immunodiagnostics Division
President, Apogent Clinical Diagnostics Group
¢Education
Bachelor's Degree in Chemistry, National Cheng Kung University
Ph.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
¢Experience
Managing Partner, Mega Grace CPA Firm
Chairman, 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 Corporation
Business Assistant Manager, Underwriting Department, KGI Securities Co., Ltd.Audit Department Team Leader, KPMG
Certified Public Accountant, Republic of China
Internal Auditor
¢Education
Graduate Institute of Financial Management, National Sun Yat-sen University
Department 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
¢Experience
General Manager and North American Representative, Industrial Technology Research Institute (ITRI) North America
Director, 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 & Global 
Secretary General,
Monte Jade Science & Technology Association of West Coast
Senior Consultant, SRI International and SRI Consulting, Stanford Research Institute
Process Engineer, M.W. Kellogg (now KBR)
Researcher, National Energy Technology Laboratory (NETL), U.S. Department of Energy
¢Education
Ph.D. in chemical engineering, West Virginia University
Bachelor’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
¢Experience
Director, Department of Urology and Urologic Oncology, Changhua Christian Hospital affiliated with China Medical University
Department of Urology, China Medical University Hospital
Lecturer, Department of Medicine, China Medical University
Visiting Scholar, Stanford University
Member, Stanford Taiwan Advanced Medical Equipment Training Program
Member, Taiwan Urological Oncology Association
Co-Founder and Chief Medical Officer, iXensor Co. Ltd.
¢Education
Ph.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
¢Experience
Partner and Lawyer, PTMA Legal
Supervisor, 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.
¢Education
Ph.D. in Law, East China University of Political Science and Law
Master of Laws (LL.M.), Cardozo School of Law, USA
Master of Laws (LL.M.), Soochow University
¢Possesses expertise in business management, legal affairs, 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


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 Categories


Name  
  Group  
Skills and Competencies
Nationality
  Age  
  Gender  
Concurrent
Employment
Audit Committee
Member
Independent
Director 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 Limited
Representative:
Chun-Mu Huang
Republic of China

   61-70   

Male

       

N/AN/A

     V     

     V     

  

V

Bo Bang Capital Co., Ltd.
Representative:
Jane SC Tsai
Republic of China

61-70

Female

 

N/AN/A

     V     

     V     

  

  V  

Vivo Panda Fund, L.P.
Representative:
Yuh-Geng Tsay
Republic of China

  71-80  

Male

  

N/AN/A

     V     

     V     

  

V

Sheng-Chuan Cheng
Republic of China

 51-60 

Male

     

N/AN/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

 

YesSecond Tenure

  V  

  

    

V

Chieh-Hsiao Chen
Republic of China

   41-50   

Male

   

YesSecond Tenure

V

V

   

V

Tien-Tai Chou
Republic of China

41-50

Male

 

Yes

First Tenure

     V     

     

  V  

  V  

Diversity Ratio

Male78%

Female22%

Employee

11.1%

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
  1. Level of involvement in the Company operations
  2. Improvement of board decision-making quality
  3. Board composition and structure
  4. Selection and continuing education of directors
  5. Internal control
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
  1. Understanding of the Company goals and objectives
  2. Awareness of directors’ responsibilities
  3. Level of involvement in the Company operations
  4. Management and communication of internal relationships
  5. Directors’ expertise and continuing education
  6. Internal control
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:
  1. 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.
  2. Gender diversity, with Directors of either gender accounting for at least one-third of the total Board seats.
  3. Collective competencies of the Board, including:
  • Business judgment
  • Accounting and financial analysis
  • Business management
  • Crisis management
  • Industry knowledge
  • International market perspective
  • Leadership
  • Decision-making
The Company has also established the Board Performance Evaluation Policy, under which the Board's performance is assessed based on criteria including participation in the Company's operations, enhancement of Board decision-making quality, Board composition and structure, Director nomination and continuing education, internal control, and the expression of substantive opinions. These evaluations are conducted to ensure the effective operation of the Board, assess Directors' performance, and serve as an important reference for future Director nominations.
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