Audit Committee
Audit Committee Member
In accordance with the Securities and Exchange Act, the Company has set up the Audit Committee in 2017, which is composed of the entire number of independent directors, to assist the board of directors in fulfilling its duties in supervising the Company in implementing the procedures for accounting, audit and financial reporting, and ensuring the quality and loyalty in financial control, so as to improve the operation efficiency of the board.
In accordance with Article 6 of the Company’s “Audit Committee Charter,” the primary responsibilities of the Audit Committee are as follows:
- Formulating or amending the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
- Evaluating the effectiveness of the internal control system.
- Establishing or amending procedures for significant financial or business activities, including the acquisition or disposal of assets, derivatives transactions, loans to others, endorsements, or guarantees, as stipulated in Article 36-1 of the Securities and Exchange Act.
- Matters involving the personal interests of directors.
- Significant asset or derivative transactions.
- Major loans, endorsements, or guarantees.
- Issuance, offering, or private placement of equity-type securities.
- Appointment, dismissal, or remuneration of certified public accountants.
- Appointment or dismissal of financial, accounting, or internal audit officers.
- Reviewing and approving annual and quarterly financial reports signed or stamped by the Chairman, managers, and chief accounting officer.
- Business reports and proposals for earnings distribution or deficit compensation.
- Other significant matters as required by the company or regulatory authorities.
In addition to the above items, the audit committee evaluates the certified public accountant’s independence and performance annually, and communicates the Company’s important issues with external accountants and the internal audit officer at least quarterly or biannually.
| Name | Independent Directors (Yes/No) |
Work Experience and Educational Background |
| Lai Ming-Jung Audit Committee Convener |
V |
EMBA, Advanced Finance Program, National Chengchi University Executive Director, Advisory Department, EY Taiwan Executive Director, Assurance Department, EY Taiwan |
| Lin Jui-Yi Member |
V |
MBA, George Washington University President, Shung Ye Trading Co., Ltd. |
| Lee Yi-Chin Member |
V |
Master and Ph.D, Resource Planning, Civil Engineering Department, Stanford University Senior Consultant, McKinsey & Co. President, China Food Co., Ltd. |
| Lin Hsin-I Member |
V |
Master of Law, Columbia University Partner, Lex Pro Attorney-at-Law |
Yearly Working Summary:
- Review the Company’s annual and quarterly financial reports
- Annual CPA independence and competence (AQI) assessment
- Review annual investment project
- Review major asset acquisition project
- Assess the effectiveness of the internal control system and review internal audit report
- Review the annual amendments of internal policies, including ” Procedure for Lending Funds to Other Party”, ” Procedure for Acquiring and Disposing Assets” and “Internal Control System”
Operational Status
Term of Current Committee Members: June 6, 2023, to December 31, 2024. In 2023, 23 meetings were convened. The resolutions and operations of these meetings are summarized below.
Attendance of the Audit Committee in 2024：
| Name | Actual Attendance Count | Proxy Attendance Count | Actual Attendance Rate (%) | Note |
| Lai Ming-Jung Audit Committee Convener |
23 | – | 100.00% | |
| Lin Jui-Yi Member |
19 | 4 | 82.61% | |
| Lee Yi-Chin Member |
22 | 1 | 95.65% | |
| Lin Hsin-I Member |
23 | – | 100.00% |
| Date | Proposal Content and Subsequent Actions | Resolution Outcome |
| 2024/01/16 | Proposal to approve The acquisition of 100% equity in Upsher-Smith Laboratories, LLC., and two other companies by our US subsidiary, Bora Pharmaceutical Holdings, through indirect ownership | Unanimously approved by all attending Audit Committee members |
| Proposal to establish The capitalization date for issuing new shares through the exercise of employee stock options granted in 2020 and the third domestic unsecured convertible bond conversion into new shares for the Company in 2023 | Unanimously approved by all attending Audit Committee members | |
| 2024/03/07 | The Company’s ‘Annual Statement of Internal Control System for 2023 | Unanimously approved by all attending Audit Committee members |
| The Company to change CPA due to accounting firm’s internal CPA rotation | Unanimously approved by all attending Audit Committee members | |
| Review of the independence and suitability assessment of the certified public accountants for the Company | Unanimously approved by all attending Audit Committee members | |
| 2023 Annual Operating Report and Financial Statements Case | Unanimously approved by all attending Audit Committee members | |
| Case for 2023 Annual Profit Distribution and Cash Dividend Payment | Unanimously approved by all attending Audit Committee members | |
| Proposal to establish general principles for the pre-approval policy of non-assurance services in the Company | Unanimously approved by all attending Audit Committee members | |
| Amendment of the ‘Procedure for Lending Funds to Others’ and the ‘Procedure for Acquisition or Disposal of Assets’ | Unanimously approved by all attending Audit Committee members | |
| Amendment of the ‘Internal Control System’ and the ‘Decision-Making Authority Table’ | Unanimously approved by all attending Audit Committee members | |
| Proposal to discharge the director non-compete agreements | Unanimously approved by all attending Audit Committee members | |
| Proposal to conduct a cash capital increase of USD 100,000 thousand for Bora Pharmaceuticals USA Inc., a wholly-owned subsidiary of the Company | Unanimously approved by all attending Audit Committee members | |
| Proposal to provide a loan guarantee of USD 120 million to Bora Pharmaceutical Holdings, Inc., a company indirectly held 100% by the Company | Unanimously approved by all attending Audit Committee members | |
| Proposal to provide Funding to Bora Pharmaceutical Holdings, Inc., a company indirectly held 100% by the Company | Unanimously approved by all attending Audit Committee members | |
| Proposal for Share Repurchase of the Company | Unanimously approved by all attending Audit Committee members | |
| The Company’s first issuance of employee stock options in 2023, excluding non-managerial personnel |
Unanimously approved by all attending Audit Committee members
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| 2024/04/12 | The Company’s Board of Director’s resolution on issuing new shares to acquire the subsidiary Bora Biologics Co., Ltd. all shares | Unanimously approved by all attending Audit Committee members |
| Proposal to provide a loan guarantee of USD 70 million to Upsher-Smith Laboratories, LLC, a company indirectly held 100% by the Company.” | Unanimously approved by all attending Audit Committee members | |
| 2024/05/14 | The Consolidated Financial Report of Q1 2024 | Unanimously approved by all attending Audit Committee members |
| Proposal to Set the Capital Increase Base Date for Issuing New Shares Through the Exercise of 2020 Employee Stock Option Warrants in 2024 | Unanimously approved by all attending Audit Committee members | |
| Proposal to Authorize the Chairman to Represent the Company in the Auction of Biopharmaceutical CDMO Operational Assets in Maryland, USA | Unanimously approved by all attending Audit Committee members | |
| Proposal to Inject $57 Million in Cash Capital into Bora Pharmaceuticals USA Inc., a 100%-Owned Subsidiary | Unanimously approved by all attending Audit Committee members | |
| Proposal for the First Employee Stock Option Warrant Allocation for Non-Managerial Employees in 2023 | Unanimously approved by all attending Audit Committee members | |
| 2024/05/27 | Proposal for the Issuance of the First Overseas Unsecured Convertible Corporate Bonds | Unanimously approved by all attending Audit Committee members |
| Proposal to Increase the Loan Guarantee Amount for Bora Pharmaceutical Holdings, Inc., a 100%-Owned Indirect Subsidiary, to $82 Million | Unanimously approved by all attending Audit Committee members | |
| 2024/06/20 | Proposal to Acquire Biopharmaceutical CDMO Operational Assets in Maryland, USA, Through the Establishment of Bora Pharmaceuticals Injectables Inc., a 100%-Owned Indirect Subsidiary | Unanimously approved by all attending Audit Committee members |
| 2024/08/12 | Proposal to Change the Company’s Certified Public Accountant Due to Internal Organizational Adjustments in the Accounting Firm | Unanimously approved by all attending Audit Committee members |
| The Consolidated Financial Report of Q2 2024 | Unanimously approved by all attending Audit Committee members | |
| Proposal to Set the Capital Increase Base Date for Issuing New Shares Through the Exercise of 2020 and 2022 Employee Stock Option Warrants and the Conversion of the Third Domestic Unsecured Convertible Bonds in 2024 | Unanimously approved by all attending Audit Committee members | |
| Proposal to Approve the Cancellation of Shares Repurchased Under the Seventh Buyback Program and Set the Capital Reduction Base Date | Unanimously approved by all attending Audit Committee members | |
| Proposal to Participate in the Cash Capital Increase and Issuance of New Shares by Subsidiary Bora Biologics Co., Ltd. | Unanimously approved by all attending Audit Committee members | |
| Proposal to Inject $200 Million in Cash Capital into Bora Pharmaceuticals USA Inc., a 100%-Owned Subsidiary | Unanimously approved by all attending Audit Committee members | |
| Proposal to Continue Providing a Loan Guarantee of $70 Million to Upsher-Smith Laboratories, LLC, a 100%-Owned Indirect Subsidiary | Unanimously approved by all attending Audit Committee members | |
| Proposal to Add Regulations for the Management of Whistleblowing and Complaint Systems | Unanimously approved by all attending Audit Committee members | |
| Proposal to Transfer Treasury Shares to Non-Managerial Employees as Stipulated by the 2022 Employee Stock Buyback Transfer Policy | Unanimously approved by all attending Audit Committee members | |
| Proposal for Non-Managerial Employee Allocation in the Cash Capital Increase Issuance of New Shares by Subsidiary Bora Biologics Co., Ltd. | Unanimously approved by all attending Audit Committee members | |
| 2024/08/27 | Proposal to Review the Merger Between Subsidiary Bora Biologics Co., Ltd. and TaiRx, Inc. | Unanimously approved by all attending Audit Committee members |
| 2024/10/18 | Proposal for the 2024 First-Half Earnings Distribution Plan | Unanimously approved by all attending Audit Committee members |
| Proposal to Amend the Issuance and Subscription Regulations for the 2021 First Employee Stock Option Warrants | Unanimously approved by all attending Audit Committee members | |
| Proposal for the Issuance of Employee Stock Option Warrants | Unanimously approved by all attending Audit Committee members | |
| Proposal to Set the Capital Increase Base Date for Issuing New Shares Through the Exercise of 2020 and 2022 Employee Stock Option Warrants | Unanimously approved by all attending Audit Committee members | |
| Proposal to Transfer Treasury Shares to Non-Managerial Employees as Stipulated by the 2022 Employee Stock Buyback Transfer Policy | Unanimously approved by all attending Audit Committee members | |
| 2024/10/25 | Proposal to Acquire 100% Equity of Pyros Pharmaceuticals Inc. Through Bora Pharmaceutical Holdings, Inc., a 100%-Owned Indirect Subsidiary | Unanimously approved by all attending Audit Committee members |
| Proposal to Inject $27.25 Million in Cash Capital into Bora Pharmaceuticals USA Inc., a 100%-Owned Subsidiary | Unanimously approved by all attending Audit Committee members | |
| 2024/11/13 | The Consolidated Financial Report of Q3 2024 | Unanimously approved by all attending Audit Committee members |
| Proposal for the First Employee Stock Option Warrant Allocation for Non-Managerial Employees in 2024 | Unanimously approved by all attending Audit Committee members | |
| 2024/12/13 | Proposal for the Appointment of an Internal Audit Supervisor | Unanimously approved by all attending Audit Committee members |
| The 2025 Internal Audit Plan | Unanimously approved by all attending Audit Committee members | |
| Proposal to Transfer Treasury Shares to Non-Managerial Employees as Stipulated by the 2022 Employee Stock Buyback Transfer Policy | Unanimously approved by all attending Audit Committee members |
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