Functional Committee

I. Audit Committee

To strengthen the Company's oversight function and enhance its management mechanism, the Company established the Audit Committee on June 19, 2023, and adopted the Audit Committee Charter and the Audit Committee Operational Management Procedures as the basis for its operation.

The Committee is composed entirely of Independent Directors, including one member with financial expertise. Committee members serve a three-year term and are eligible for re-election, with a maximum of three consecutive terms.

In accordance with the Audit Committee Charter, the Committee convenes at least once every quarter and may hold additional meetings whenever necessary. Resolutions of the Committee require the approval of more than one-half of all Committee members.


Primary Responsibilities

The Audit Committee's primary responsibilities are to oversee the following matters:

  1. The fair presentation of the Company's financial statements.

  2. The appointment (or dismissal), independence, and performance of the external auditors.

  3. The establishment, soundness, and effectiveness of the Company's internal control system.

  4. The Company's compliance with applicable laws and regulations.

  5. The management of existing and potential risks.

  6. Matters required under Article 14-5 of the Securities and Exchange Act.


Powers and Duties of the Audit Committee

The Audit Committee is responsible for reviewing or approving the following matters:

  1. Adoption or amendment of the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.

  2. Evaluation of the effectiveness of the internal control system.

  3. Adoption or amendment of procedures governing major financial and business activities, including the acquisition or disposal of assets, derivatives trading, loans to others, endorsements and guarantees, in accordance with Article 36-1 of the Securities and Exchange Act.

  4. Matters involving Directors' conflicts of interest.

  5. Significant asset transactions or derivatives transactions.

  6. Significant loans, endorsements, or guarantees.

  7. Public offerings, issuance, or private placements of equity-related securities.

  8. Appointment, dismissal, or remuneration of the external auditors.

  9. Appointment or dismissal of the heads of finance, accounting, or internal audit.

  10. Annual financial reports and second-quarter financial reports subject to CPA audit or review, signed or sealed by the Chairman, the President, and the Chief Accounting Officer.

  11. Other material matters as required by applicable laws, regulations, or the competent authorities.


Key Activities

The Audit Committee was established on June 19, 2023. The key responsibilities of the current Second Audit Committee include:

  1. Reviewing the quarterly financial statements.

  2. Reviewing the annual budget and earnings distribution proposals.

  3. Reviewing amendments to the Company's management policies and procedures.

  4. Reviewing the appointment of the external auditors, auditor independence assessment, and audit fees.

  5. Reviewing the annual internal audit plan and authorizing internal audit activities.


Audit Committee Members

The Company's Second Audit Committee consists of four members. The current Committee's term of office runs from June 24, 2024, to June 23, 2027.

Title

Name

Professional qualifications and experience

Independence analysis

Independent
Director
(Convener)
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.
All four Independent Directors have met the qualification requirements set forth in the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies promulgated by the Financial Supervisory Commission, as well as Article 14-2 of the Securities and Exchange Act, during the two years prior to their election and throughout their terms of office. In addition, each Independent Director has been granted the authority under Article 14-3 of the Securities and Exchange Act to fully participate in the Board's decision-making process and express independent opinions, thereby enabling them to exercise their duties independently.
Independent
Director
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.
Independent
Director
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.
Independent
Director
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.


Attendance of the Audit Committee


Second Audit Committee Term: June 24, 2024 to June 23, 2027. As of the date of this Annual Report, the Committee has convened a total of ten meetings (A). The attendance record of each Committee member is presented below:

TitleName
No. of meetings
attended in person (B)
No. of meetings
attended by proxy
In-person attendance
rate (%) (B / A)
Remarks
Independent
Director
Tien-Tai Chou

10

0

100%

-

Independent
Director
Chieh-Hsiao Chen

8

2

80%

-

Independent
Director
Shao-Hua Wang

10

0

100%

-

Independent
Director
Yu-Hsiang Wang

10

0

100%

-


Audit Committee Meetings in 2025 and 2026:

Audit Committee

Content of Proposals

Matters Listed Under Article 14-5 of the Securities Exchange Act

Reason for Avoiding Conflict of Interest

Resolution and

Recommendations

2025.02.24

the 5th meeting of the 2nd term

  • Approved the business report and financial statements for 2024.

V

No such situation

Passed without objection

  • Approved the profit distribution for 2024.

V

No such situation

Passed without objection

  • Approved the distribution of earnings for 2024 in cash.

V

No such situation

Passed without objection

  • Approved the proposal for capital increase from earnings and issuance of new shares through capital surplus.

V

No such situation

Passed without objection

  • Approved the definition of entry-level employees.

V

No such situation

Passed without objection

  • Approved the proposal to issue a “Statement on Internal Control System” for 2024, confirming the effectiveness of the internal control system.

V

No such situation

Passed without objection

  • Approved the appointment of auditors, independence assessment, and auditors’ professional fees.

V

No such situation

Passed without objection

  • Approved the pre-approval for the certification of accountants and their firms to provide non-assurance services to the company and its subsidiaries.

V

No such situation

Passed without objection

  • Approved the revision of the Company's “Articles of Incorporation”.

V

No such situation

Passed without objection

  • Approved the revision of the Company's various management procedures.

V

No such situation

Passed without objection

2025.05.12

the 6th meeting of the 2nd term

  • Approved the consolidated financial report for Q1 of 2025.

V

No such situation

Passed without objection

2025.08.06

the 7th meeting of the 2nd term

  • Approved the consolidated financial report for Q2 of 2025.

V

No such situation

Passed without objection

  • Approved the amendments to the Company’s “Corporate Governance Best Practice Principles.”

V

No such situation

Passed without objection

2025.11.10

the 8th meeting of the 2nd term

  • Approved the consolidated financial report for Q3 of 2025.

V

No such situation

Passed without objection

  • Approved the Company’s Audit Plan for 2026.

V

No such situation

Passed without objection

  • Approved the proposal of the Company’s budget for 2026.

-

No such situation

Passed without objection

  • Approved the amendments to various internal management policies of the Company.

V

No such situation

Passed without objection

2026.03.03

the 9th meeting of the 2nd term

  • Approved the Company’s 2025 Business Report and Financial Statements.

V

No such situation

Passed without objection

  • Approved the profit distribution proposal for 2025.

V

No such situation

Passed without objection

  • Approved the distribution of profits in cash for 2025.

V

No such situation

Passed without objection

  • Approved the capital increase through profit capitalization and the issuance of new shares using capital reserves.

V

No such situation

Passed without objection

  • Approved the definition of entry-level employees.

V

No such situation

Passed without objection

  • Approved the proposal to issue the “Internal Control System Statement” for 2025, affirming that the internal control system design and execution were effective.

V

No such situation

Passed without objection

  • Approved the appointment of the auditor, evaluation of their independence, and auditor’s public expenses.

V

No such situation

Passed without objection

  • Approved the pre-approval for the signing of engagements with auditors, their firms, and related entities to provide non-assurance services to the Company and its subsidiaries.

V

No such situation

Passed without objection

  • Approved the amendments to various management policies of the Company and its subsidiary, Bonraybio (Sichuan) Co., Ltd.

V

No such situation

Passed without objection

  • Approved the lifting of non-compete restrictions for directors and their representatives.

V

No such situation

Passed without objection


Remuneration Committee

The Company established the Remuneration Committee on July 3, 2023, and adopted the Remuneration Committee Charter and the Remuneration Committee Operational Management Procedures as the basis for its operation. The Committee is responsible for evaluating the compensation policies and remuneration system for the Company's Directors and managers from a professional and objective perspective. It convenes at least twice each year and submits recommendations to the Board of Directors for reference in its decision-making.


Powers and Duties of the Remuneration Committee

The Committee shall perform the following duties with the care of a prudent administrator and in good faith, and submit its recommendations to the Board of Directors for discussion:

  1. Periodically review the Remuneration Committee Charter and propose amendments when necessary.

  2. Establish and periodically review the Company's performance evaluation criteria, annual and long-term performance goals, and compensation policies, systems, standards, and structure for Directors and managers.

  3. Regularly evaluate the achievement of performance objectives by Directors and managers, and determine the content and amount of their individual remuneration based on the results of such performance evaluations.


Principles Governing the Exercise of Duties

In carrying out its responsibilities, the Committee shall adhere to the following principles:

  1. Ensure that the Company's compensation arrangements comply with applicable laws and regulations and are sufficient to attract and retain qualified talent.

  2. Determine the performance evaluation and remuneration of Directors and managers with reference to prevailing industry practices, while taking into consideration individual performance evaluation results, time commitment, responsibilities assumed, achievement of individual objectives, performance in other positions, compensation for comparable positions within the Company in recent years, the achievement of the Company's short- and long-term business objectives, the Company's financial condition, and the reasonable relationship between individual performance, corporate performance, and future risks.

  3. Avoid encouraging Directors and managers to undertake actions that exceed the Company's risk appetite solely for the purpose of increasing remuneration.

  4. Determine the proportion of short-term performance-based remuneration and the timing of payment of variable compensation for Directors and senior managers in consideration of industry characteristics and the nature of the Company's business.

  5. Committee members shall not participate in the discussion or voting on matters relating to their own remuneration.


Remuneration Committee Members

The Company's Second Remuneration Committee consists of four members. The current Committee's term of office runs from June 24, 2024, to June 23, 2027.

Title
Name
Professional qualifications and experience
Independence analysis
Number of other public companies at which the person concurrently serves as remuneration committee member
Independent Director
(convener)

Yu-Hsiang Wang

The Company's Remuneration Committee is composed of all four Independent Directors. The professional qualifications, experience, and independence of the Committee members are the same as those described above under the Audit Committee section.

The qualifications and independence of all four Independent Directors comply with the requirements set forth in Articles 5 and 6 of the Regulations Governing the Establishment and Exercise of Powers of Remuneration Committees of Companies Whose Stock is Listed on the TWSE or TPEx, as promulgated by the Financial Supervisory Commission.

3

Independent Director

Shao-Hua Wang

0

Independent Director

Chieh-Hsiao Chen

0

Independent Director

Tien-Tai Chou

0


Attendance of the Remuneration Committee

Second Remuneration Committee Term: June 24, 2024 to June 23, 2027. As of the date of this Annual Report, the Committee has convened a total of four meetings (A). The attendance record of each Committee member is presented below:

TitleName
No. of meetings
attended in person (B)
No. of meetings
attended by proxy
In-person attendance rate (%) (B / A)Remarks

Independent Director

Yu-Hsiang Wang

4

0

100%

-

Independent Director

Chieh-Hsiao Chen

3

1

75%

-

Independent Director

Shao-Hua Wang

4

0

100%

-

Independent Director

Tien-Tai Chou

4

0

100%

-


Remuneration Committee Meetings in 2025 and 2026:

Compensation and Remuneration Committee

Content of Proposals

Reason for Avoiding Conflict of Interest

Resolution and Recommendations

2025.2.24

the 2nd meeting of the 2nd term

  • Approved the distribution of employee compensation and director remuneration for 2024.

No such situation

Passed without objection

  • Approved the remuneration for the 6th-term independent directors.

Recusal based on personal conflicts of interest

Passed without objection

2025.11.10

the 3rd meeting of the 2nd term

  • Approved the Company’s year-end bonuses for managers for 2025..

No such situation

Passed without objection

  • Approved the compensation of the Company’s managers.

No such situation

Passed without objection

2026.3.3

the 4th meeting of the 2nd term

  • Approved the distribution of employee compensation and directors’ remuneration for 2025.

No such situation

Passed without objection

  • Approved the Company’s Sustainability Chapter.

No such situation

Passed without objection

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