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Board of Directors Implementation

Resolution Items

2023

Date Type of meeting Important resolutions
2023/01/31 Board of Directors 1. Proposal to authorize the reporting for audit report and audit tracking report
2. Proposal to renew loan agreement with financial institution
3. Proposal to provide a loan guarantee to TWi Pharmaceutical Inc., a company that is 100% owned by the Company
4. Proposal to ratify the Bora Biologics Inc’s manager, the Company’s subsidiary
5. Proposal to discharge the Company’s manager’s non-compete clause
6. Proposal to discharge the Company’s director’s non-compete clause
7. Proposal to issue project bonus for manager
8. 2022 First Employee Stock Warrant for TWi Pharmaceutical for the Company’s manager
9. Proposal to report to Frank Chen as the Company’s information security manager
2023/03/16 Board of Directors 1. The Company’s 2022 Statement on Internal Control
2. The Company to change CPA due to accounting firm’s internal CPA rotation
3. Evaluation on the Company CPA’s independence and competency
4. 2022 Business Operation Report and Financial Statements
5. 2022 Surplus Distribution in the form of Cash Dividend
6. Distribute new shares for capital increase by earnings
7. Status for the Company’s 2nd domestic unsecured convertible corporate bonds
8. Proposal to issue employee stock warrants
9. Proposal to formulate the record date of cash capital increase for the Company’s 2020 employee stock warrant exercised on 2023 Q1
10. Proposal to issue the Company’s 3rd domestic unsecured convertible corporate bonds
11. Proposal to renew loan agreement with financial institution
12. Re-election of directors
13. Nomination of directors and independent directors
14. Proposal to discharge newly elect director and their representatives’ non compete clause
15. Proposal to amend “Articles of Incorporation”,”Rule of Procedure for Sharegolder’s Meeting”, “Procedure for Election for Director” and other procedure
16. Proposal to amend the Company’s “2022 Stock Repurchase and Transfer to Employee Program” and “Ethical Corporate Management Best Practice Principle”
17. Proposal to amend “Procedure for Loaning Funds”, “Procedure for Acquisition and Disposal of Assets”, “Procedure for Engaging Financial Derivative Transaction”, and other procedure
18. Proposal to amend “Internal Control Procedure”, “Authorization Table”, “Internal Control Implementation Guideline”, “Internal Control Evaluation Procedure”, “Group, Specific Company’s Transaction with Related Party”, and other procedure
19. Proposal to amend “Corporate Governance Best Practice Principle”, ”Procedure for Board of Director Meeting”, ”Operating Procedure for Handling Director’s Request”, ”Rules Governing Financial and Business Matters Between the Company and its Affiliate” and other procedures
20. The Company’s Board of Director’s resolution on 2023 stockholder meeting and related item
21. Proposal to amend “Remuneration Committee Charter”
22. 2022 Employees’ and Directors’ Compensation
23. 2022 directors compensation distribution detail
24. 2022 employee remuneration distribution detail for managerial personnel
25. The Company’s managerial personnel 2022 remuneration raise
2023/05/12 Board of Directors 1. The Company’s Board of Director’s resolution on the Company’s 2023 Q1 financial statement
2. Proposal to renew loan agreement with financial institution
3. Proposal for the Company and subsidiary Bora Pharmaceutical Laboratories Inc. to jointly donate and establish “Bora Sheng Wei En Foundation”
4. Proposal to revise “Director’s remuneration and bonus distribution policy”
5. Proposal to transfer Tom Chang, the vice president for the manufacturing, to the Company and promote to senior vice president
6. Proposal to nominate Debbie Chang, Taiwan’s vice president for quality operation, as the Company’s manager
2023/06/06 Board of Directors 1. To nominate the chairman of the board
2023/06/27 Board of Directors 1. Proposal to nominate the Company’s fifth term remuneration committee member
2. Proposal to nominate the Company’s second term sustainable development committee member
3. To authorize the Company’s Board of Director’s resolution on ex-rights date and the price adjustment for the employee stock warrant and the Company’s 2nd domestic unsecured convertible corporate bonds
4. Proposal to formulate the record date of cash capital increase for the Company’s 2020 employee stock warrant exercised on 2023 Q2 and the Company’s 2nd domestic unsecured convertible corporate bonds
5. Proposal to renew loan agreement with financial institution
6. Proposal to provide a loan guarantee amounted to NTD 240 million to subsidiary Bora Biologics Co., Ltd.
7. To revise the Company’s 2022 First Employee Stock Warrant Plan
2023/07/13 Board of Directors 1. Proposal to renew loan agreement with financial institution
2. The Company proposes to give up the cash capital increase for its subsidiary Bora Health Inc.
3. Proposal to issue new shares from cash capital increase from Bora Health Inc.’s to manager
4. Proposal to issue new shares from cash capital increase from Bora Health Inc.’s to non-manager
2023/08/14 Board of Directors 1. The Company’s Board of Director’s resolution on the Company’s 2023 Q2 financial statement
2. Proposal to distribute the Company’s earnings for the first half of 2023
3. Proposal to submit the contingent price adjustment in accordance to the 2023Q2 review financial statement
2023/08/17 Board of Directors Proposal for subsidiary TWi Pharmaceuticals, Inc. to purchase drug certificate from Almatica/Alvogen Group
2023/08/21 Board of Directors 1. Proposal for the share conversion and authorization signing agreement between the subsidiary Bora Health Inc. and SunWay Biotech Co., Ltd.
2. Proposal to renew loan agreement with financial institution
2023/09/19 Board of Directors 1. The Company’s stock listing application
2. The Company’s statement on internal control from July 1, 2022 to June 30, 2023
3. The Company’s financial forecast from 112Q4 to 113Q1
4. The Company’s corporate governance self-assessment report for stock listing
5. To revise the Company’s accounting system
6. Proposal to issue project bonus for manager
7. Proposal to issue the Company’s 2023 first employee stock warrants to manager
8. Proposal to issue the Company’s 2023 first employee stock warrants to non-manager
2023/11/09 Board of Directors 1. The Company’s Board of Director’s resolution on the Company’s 2023 Q3 financial statement
2. Propose to sign loan agreement with financial institution
3. Proposal to formulate the record date of cash capital increase for the Company’s 2020 employee stock warrant exercised on 2023 Q3 and the Company’s 2nd domestic unsecured convertible corporate bonds
4. Proposal to issue the Company’s 2023 first employee stock warrants to non-manager
5. Transfer the treasury stock to non-manager in accordance to “2022 Stock Repurchase and Transfer to Employee Program”
2023/12/19 Board of Directors 1. The Company’s 2024 operating plan
2. The Company’s 2024 budget
3. The Company’s 2024 internal audit plan
4. Propose to sign loan agreement with financial institution
5. The Company’s ESG material issue and management policy
6. Transfer the treasury stock to non-manager in accordance to “2022 Stock Repurchase and Transfer to Employee Program”
7. Proposal for the Company’s 2023 year-end performance bonus distribution

2022

Date Type of meeting Important resolutions
2022/01/21 Board of Directors 1. Proposal to renew loan agreement with financial institution.
2. Proposal to provide a loan guarantee of NT$50 million to Bora Health Inc. (formerly named: Yuta Health Co., Ltd.), a company that is 100% owned by the Company
3.Proposal to formulate the record date of cash capital increase for the Company’s 2018 employee stock warrant exercised on 2021 Q4
4. Amendment to the Company’s 2021 First Employee Stock Warrant Plan
5. Proposal to distribute 2021 First Employee Stock Warrant to managerl
6. Proposal to distribute 2021 First Employee Stock Warrant to non-manager
7. Formulate the Company’s 2022 Stock Repurchase and Transfer to Employee Program
8. To purchase the Company’s treasury stock
2022/03/09 Board of Directors 1. The Company’s 2021 Statement on Internal Control.
2. The Company to change CPA due to accounting firm’s internal CPA rotation
3. Evaluation on the Company CPA’s independence
4. 2021 Business Operation Report and Financial Statements.
5. 2021 Surplus Distribution in the form of Cash Dividend
6. Distribute new shares for capital increase by earnings
7. Amendment to the Articles of Incorporation
8. Proposal to renew loan agreement with financial institution.
9. Proposal to provide a loan guarantee of NT 30 million to Bora Pharmaceuticals Laboratories Inc., a company that is 100% owned by the Company
10. Proposal to provide a loan guarantee of NT 40 million to Bora Health Inc., a company that is 100% owned by the Company
11. Proposal to provide a loan guarantee of NT 60 million to Bora Health Inc., a company that is 100% owned by the Company
12. Proposal to provide a loan guarantee to Bora Health Inc., a company that is 100% owned by the Company
13. Amendment to the Procedure for Lending Funds to Other Party, Procedure for Endorsement and Guarantee, Procedure for Acquiring and Disposing Assets, Procedure for Engaging in Financial Derivative Transaction and others
14. Amendment to the internal control system, authorization table, authorization table management guideline, guideline on the transaction with the Company’s related party, monitor and management on the Company’s subsidiary, internal control implementation guideline, and others
15. The Company’s Board of Director’s resolution on approving the Company’s subsidiary Bora Health Inc.’s future over the counter or listed plan
16. The Company’s Board of Director’s resolution on 2022 stockholder meeting and related item
17. To announce the Company set up the Sustainable Development Committee and its committee member
18. Proposal on the Company’s 100% owned subsidiary Bora Pharmaceutical Service Inc. to purchase operating asset
19. 2021 year-end performance bonus distribution for the Company’s managerial personnel
20. Proposal to appoint the Company’s 100% owned subsidiary Bora Health Inc.’s manager Henry Kuo as the Company’s managerial personnel
21. Appointment on the Company’s accounting manager
22. 2021 Employees’ and Directors’ Compensation
23. Promotion on the Company’s finance manager, corporate governance manager and deputy spokesman to vice president
24. 2021 directors compensation distribution detail
25. 2021 employee remuneration distribution detail for managerial personnel
26. Appointment on the Company’s human resource manager
2022/04/11 Board of Directors 1. Proposal to spin off the Company’s pharmaceuticals department to the Company’s 100% owned subsidiary
2. Proposal to add report item for 2022 stockholder’s meeting
3. Proposal to renew loan agreement with financial institution
4. Proposal to provide a loan guarantee of NT 307 million to Bora Pharmaceuticals Laboratories Inc., a company that is 100% owned by the Company
5. Proposal to provide a loan guarantee of NT 30 million to Bora Health Inc., a company that is 100% owned by the Company
6. Proposal to formulate the record date of cash capital increase for the Company’s 2018 employee stock warrant exercised on 2022 Q1
7. Proposal to revise the Company’s 2022 internal audit plan
8. Proposal to increase cash capital of NT $400 million for the 100% owned subsidiary Bora Pharmaceutical Laboratories Inc.
9. The Company’s managerial personnel 2022 remuneration raise
10. Amendment to the Procedure for Acquiring and Disposing Assets
2022/05/10 Board of Directors 1. Proposal to revise the Company’s 2022 internal audit plan
2. Revise the “Sustainable Development Committee Organization Rule”
3. The Company’s Board of Director’s resolution on the Company’s 2022 Q1 financial statement
4. Proposal to renew loan agreement with financial institution.
5. Proposal to issue the Company’s 2021 employee stock warrants to manager
6. Proposal to issue the Company’s 2021 employee stock warrants to non-manager
7. Proposal to provide loan guarantee amounted to NTD 360 million to 100% owned subsidiary Bora Biologics Co., Ltd.
8. Proposal for subsidiary Bora Biologics Co., Ltd. to acquire Eden Biologics, Inc.’s equipment, employee, and CDMO business which located in HsinChu Science Park
9. Proposal to lend 100% owned subsidiary Bora Biologics Co., Ltd.
2022/06/14 Board of Directors 1. Proposal to participate the cash capital increase of the 100% owned subsidiary Bora Biologics Co., Ltd. for NTD 1.68 billion.
2. Proposal on issuing the Company’s 2nd domestic unsecured convertible corporate bonds
3. Proposal to renew loan agreement with financial institution.
4. Proposal to continue to provide a loan guarantee to Bora Health Inc., a company that is 100% owned by the Company.
5. Proposal to continue to provide a loan guarantee to Bora Pharmaceutical Laboratories Inc., a company that is 100% owned by the Company.
6. For strategic investment purpose, the Company’s proposal to acquire 100% of stock of TWi Pharmaceuticals, Inc.
7. The Company’s Board of Director’s resolution on 2022 first extraordinary stockholder meeting
2022/08/12 Board of Directors 1. The Company’s Board of Director’s resolution on the Company’s 2022 Q2 financial statement
2. Proposal to distribute the Company’s earnings for the first half of 2022
3. The Company’s Board of Director’s resolution on ex-rights date and the price adjustment for the employee stock warrant
4. Proposal to renew loan agreement with financial institution.
5. Proposal to sign short term Bridge Loan with financial institution and the execution of syndicated loan
6. Proposal to issue the Company’s 2021 employee stock warrants to non-manager
7. Proposal to issue project bonus for manager
8. Proposal for the Company’s guarantee annual remuneration
2022/09/28 Board of Directors The Company and TWi Pharmaceuticals, Inc. (Twi) jointly sign a syndicated loan and appoint China Trust Commercial Bank Co as the management bank.
2022/11/14 Board of Directors 1. The Company’s Board of Director’s resolution on the Company’s 2022 Q3 financial statement
2. Amendment to the Company’s “Rules and procedures for the Board of Director Meeting”.
3. Amendment to the Company’s “Internal material information processing and procedures for preventing insider trading”.
4. Amendment to the Company’s “Best Practice for Sustainable Development”.
5. Proposal to renew loan agreement with financial institution.
6. Appointment of Frank Chen, vice president for the Company’s information management department, to the Company’s manager.
7. Proposal to issue the Company’s 2021 first employee stock warrants to manager.
8. Proposal to issue the Company’s 2021 first employee stock warrants to non-manager.
9. Proposal to issue Bora Biologics’ 2022 first employee stock warrants to the Company’s manager.
2022/12/02 Board of Directors 1. The Company’s 2023 operating plan.
2. The Company’s 2023 budget.
3. The Company’s 2023 internal audit plan.
4. Amendment to the Company’s “Corporate Governance Best Practice Principles”.
5. Proposal to renew loan agreement with financial institution.
6. The Company’s 2022 year end bonus for manager.
7.Transfer the treasury stock to non-manager in accordance to “2022 Stock Repurchase and Transfer to Employee Program” .

2021

Date Type of meeting Important resolutions
2021/03/30 Board of Directors 1. The Company’s 2020 Statement on Internal Control.
2. Review the independent assessment of Company’s certified public accountants
3. 2020 Business Operation Report and Financial Statements.
4. 2020 Surplus Distribution in the form of Cash Dividend
5. Amendment to the Articles of Incorporation
6. Distribute new shares for capital increase by earnings
7. 2020 Employees’ and Directors’ Compensation
8. Discussion of 2020 year-end performance bonus distribution for the Company’s managerial personnel
9. Amendment to the Company’s “Procedures for Distribution of Managerial Personnel Remuneration”.
10. Amendment to the Codes of Ethical Conduct
11. Amendment to the Rules of Procedure for Shareholders Meetings
12. Propose to convene 2021 Annual General Shareholders’ Meeting
13. Propose to sign loan agreement with financial institution.
14. Propose to sign loan agreement with financial institution.
15. Propose to continue to provide a loan guarantee of NT$30 million to Bora Pharmaceutical Laboratories Inc., a company that is 100% owned by the Company.
16. Propose to continue to provide a loan guarantee of NT$20 million to Yuta Health Co., Ltd., a company that is 100% owned by the Company.
17. Propose to sign loan agreement with financial institution.
18. Propose to continue to provide a loan guarantee of NT$20 million to Yuta Health Co., Ltd., a company that is 100% owned by the Company.
19. Propose to continue to provide a loan guarantee of NT$60 million to Yuta Health Co., Ltd., a company that is 100% owned by the Company.
20. Amendment to the Rules of Procedure for the Board of Directors’ Meetings
21. Amendment to the Rules Governing the Scope of Powers of Independent Directors
22. Amendment to the Audit Committee Charter
23. Amendment to the Board of Directors Self-Evaluation or Peer Evaluation Regulations
24. Propose to appoint Director of Finance & Accounting Division, Alice Wang, as the chief corporate governance officer
2021/5/13 Board of Directors 1. Propose to continue to provide a purchase guarantee to Yuta Health Co., Ltd., a company that is 100% owned by the Company.
2. Amendment of the cycle procedures of the Company’s internal control system.
3. Propose to sign loan agreement with financial institution.
4. Establish the Company’s Procedures for Ethical Management and Guidelines for Conduct.
5. Discussion on the managerial personal remuneration of the Company’s 2020 Surplus Distribution.
6. Propose to the raise of managerial personal salary.
2021/6/4 Board of Directors 1. Propose to decide the time and place for the Company’s 2021 shareholder’s meeting.
2. Propose to release the Prohibition on managers from Participation in Competitive Business.
3. Propose to release the Prohibition on Directors from Participation in Competitive Business.
2021/8/11 Board of Directors 1. Propose to continue to provide a loan guarantee to Bora Health Inc., a company that is 100% owned by the Company.
2. Propose to provide a credit purchase guarantee to Bora Health Inc., a company that is 100% owned by the Company.
3. Propose to continue to provide a loan guarantee to Bora Pharmaceutical Laboratories Inc. Ltd., a company that is 100% owned by the Company.
4. Propose to sign loan agreement with financial institution.
5. Propose to sign loan agreement with financial institution.
6. Propose to sign loan agreement with financial institution.
7. Amendment to the Company’s 2021 Internal Audit Plan.
8. Appointment of the Company’s internal audit manager.
9. Set ex-rights and ex-dividend date and adjust subscription price of employee stock warrants.
10. Earnings Distribution for the first half of 2021.
11. Propose to issue employee stock warrants to non-managers.
2021/11/11 Board of Directors 1. Amendment to the Company’s Corporate Governance Practice Principle.
2. Amendment to the Company’s Corporate Social Responsibility Practice Principle.
3. Amendment to the Company’s Procedure for Internal Material Information and Procedure on Preventing Insider Trading
4. Proposal to continue to provide a loan guarantee of NT$20 million to Bora Health Inc. (formerly named: Yuta Health Co., Ltd.), a company that is 100% owned by the Company
5. Proposal to renew loan agreement with financial institution.
6. Proposal to issue employee stock warrants
7. Proposal to formulate the record date of cash capital increase for the Company’s 2018 employee stock warrant exercised on 2021 Q3
2021/12/29 Board of Directors 1. The Company’s 2022 operating plan
2. The Company’s 2022 budget
3. The Company’s 2022 internal audit plan
4. Proposal to continue to provide a loan guarantee to
Bora Pharmaceutical Laboratories Inc., a company that is 100% owned by the Company
5. Proposal to continue to provide a loan guarantee of NT$30 million to Bora Health Inc. (formerly named: Yuta Health Co., Ltd.), a company that is 100% owned by the Company
6. Proposal to renew loan agreement with financial institution.
7. Proposal for Bora Management Consulting Co., Ltd, a company that is 100% owned by the Company, to sign the management contract with Taishin Health Limited Partnership
8. Proposal to issue letter of intent to acquire CDMO Business operating asset
9. Proposal to issue cash capital increase of NT$70 million to Bora Health Inc. (formerly named: Yuta Health Co., Ltd.), a company that is 100% owned by the Company
10. The Company’s 2021 year end bonus for manager

2020

Date Type of meeting Important resolutions
2020/01/08 Board of Directors 1. Proposal of 2019 cash capital increase through issuance of new shares
2. 2019 cash capital by issuing new shares for managerial personnel and employee stock subscription by director who is an employee.
3. Propose to provide a loan guarantee of NT$30 million to Yuta Health Co., Ltd., a company that is 100% owned by the Company.
4. Propose to renew loan agreement with financial institution.
5. Propose to renew loan agreement with financial institution.
6. Adjustment of subscription price of employee stock warrants.
2020/03/09 Board of Directors 1. The Company’s “2019 Statement on Internal Control”.
2. Review the Company’s independent assessment of certified public accountants
3. 2019 Business Operation Report and Financial Statements.
4. The Company’s 2019 Earnings Distribution.
5. Proposal to distribute new shares for capital increase by earnings.
6. Establishment of Canadian subsidiary
7. Amendment to the Procedures for Lending Funds to Other Parties.
8. Propose to provide endorsements and guarantees to the Company’s 100% owned Canadian subsidiary.
9. Proposal for acquisition of the Canadian facility of GlaxoSmithKline Inc. (GSK).
10. Proposal for reelection of all directors.
11. Nomination of candidates for directors and independent directors.
12. Proposal to release the prohibition on competitive activities of directors.
13. Proposal to convene 2020 Annual General Shareholders’ Meeting.
14. Amendment of the cycle procedures of the Company’s internal control system
15. 2019 Employees and Directors’ Compensation.
16. Discussion on the Company’s 2019 managerial personnel year-end bonus and remuneration distribution.
17. Execution of treasury stock repurchase and transfer to employees.
2020/03/20 Board of Directors 1. Establishment of the Company’s “2020 Procedures for Share Repurchase and Transfer to Employees”.
2. Repurchase of Company shares.
2020/05/13 Board of Directors 1. Propose to provide a new loan guarantee of NT$20 million to Yuta Health Co., Ltd., a company that is 100% owned by the Company.
2. Propose to provide a loan guarantee of NT$20 million to Yuta Health Co., Ltd., a company that is 100% owned by the Company.
3. Propose to provide a loan guarantee of NT$50 million to Bora Pharmaceutical Laboratories Inc., a company that is 100% owned by the Company.
4. Propose to sign loan agreement with financial institution.
5. Propose to sign loan agreement with financial institution.
6. Propose to sign loan agreement with financial institution.
7. Propose to sign loan agreement with financial institution.
8. Formulated “Procedures for Treasury Stock Repurchase”.
9. Propose to increase capital for Canadian subsidiary.
10. Propose to rename subsidiary
2020/05/28 Board of Directors 1. Election of chairman
2. The Company proposes to appoint the 3rd Compensation Committee
2020/06/16 Board of Directors Set dividend record date
2020/08/06 Board of Directors 1. Propose to provide a loan guarantee to Yuta Health Co., Ltd., a company that is 100% owned by the Company.
2. Propose to provide a loan guarantee to Bora Pharmaceutical Laboratories Inc., a company that is 100% owned by the Company.
3. Propose to renew loan agreement with financial institution.
4. Establish the Company’s internal control management system.
5. U.S. subsidiary capital increase.
6. Propose to provide guarantee for the Company’s Canadian subsidiary, Bora Pharmaceuticals Services Inc., in applying for a syndicated loan led by CTBC Bank, of a total credit limit of CAD 75 million, and together sign a mortgage deed and pledge all the shares of the borrower held by the Company to provide guarantee.
2020/08/13 Board of Directors 1. Propose to renew loan agreement with financial institution.
2. Evaluation of accounts receivable of the Company and subsidiary that have been outstanding for specified periods of time
2020/10/21 Board of Directors 1. Propose to issue employee stock warrants.
2. Amendment to the Procedures for Treasury Stock Repurchase.
3. Set ex-right record date and adjust subscription price of employee stock warrants.
4. Propose to provide a loan guarantee to Bora Pharmaceutical Laboratories Inc., a company that is 100% owned by the Company, for its loan extension.
5. Propose to continue to provide a loan guarantee of NT$20 million to Yuta Health Co., Ltd., a company that is 100% owned by the Company.
6. Propose to renew loan agreement with financial institution.
7. Amendment to the Procedures of Directors Remuneration and Distribution
8. Managerial personnel’ salary adjustment
2020/11/12 Board of Directors 1. Earnings Distribution for the first half of 2020.
2. Propose to extend a loan to Canadian subsidiary, Bora Pharmaceuticals Services Inc.
3. The Company’s 2021 Internal Audit Plan
4. Amendment to the “2020 First Employee Stock Warrants Issuance and Terms and Conditions”.
5. Managerial personnel details of 2020 First employee stock warrants distribution.
2020/12/29 Board of Directors 1. The Company’s 2021 Budget
2. The Company’s 2021 Business Plan
3. Propose to sign loan agreement with financial institution.
4. Propose to renew loan agreement with financial institution.
5. Propose to continue to provide a loan guarantee of NT$30million to Yuta Health Co., Ltd., a company that is 100% owned by the Company.
6. Propose to change the Company’s operation address
7. For business expansion requirements, propose to apply to the competent authority for investing and setting up subsidiary, “Bora Management Consulting Co., Ltd.”