Corporate Governance
Audit Committee Implementation
2023
|
Date of Convening |
Discussion Items |
Resolution |
2023.01.31 |
Agenda 1: To formulate the Company’s pre-approval principle for non-assurance service |
Unanimously approved by all attending Audit Committee members |
Agenda 2: Proposal to provide a loan guarantee to TWi Pharmaceutical Inc., a company that is 100% owned by the Company |
Unanimously approved by all attending Audit Committee members |
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Agenda 3: Proposal to discharge the Company’s director’s non compete clause |
Unanimously approved by all attending Audit Committee members |
2023.03.16 |
Agenda 1: The Company’s 2022 Statement on Internal Control |
Unanimously approved by all attending Audit Committee members |
Agenda 2: The Company to change CPA due to accounting firm’s internal CPA rotation |
Unanimously approved by all attending Audit Committee members |
Agenda 3: Evaluation on the Company CPA’s independence and competency |
Unanimously approved by all attending Audit Committee members |
Agenda 4: 2022 Business Operation Report and Financial Statements. |
Unanimously approved by all attending Audit Committee members |
Agenda 5: 2022 Surplus Distribution in the form of Cash Dividend |
Unanimously approved by all attending Audit Committee members |
Agenda 6: Distribute new shares for capital increase by earnings |
Unanimously approved by all attending Audit Committee members |
Agenda 7: Proposal to issue employee stock warrants |
Unanimously approved by all attending Audit Committee members |
Agenda 8: Proposal to formulate the record date of cash capital increase for the Company’s 2020 employee stock warrant exercised on 2023 Q1 |
Unanimously approved by all attending Audit Committee members |
Agenda 9: Proposal to issue the Company’s 3rd domestic unsecured convertible corporate bonds |
Unanimously approved by all attending Audit Committee members |
Agenda 10: Proposal to discharge newly elect director and their representatives’ non compete clause |
Unanimously approved by all attending Audit Committee members |
Agenda 11: Proposal to amend the Company’s “2022 Stock Repurchase and Transfer to Employee Program” and “Ethical Corporate Management Best Practice Principle” |
Unanimously approved by all attending Audit Committee members |
Agenda 12: Proposal to amend “Procedure for Loaning Funds”, “Procedure for Acquisition and Disposal of Assets”, “Procedure for Engaging Financial Derivative Transaction”, and other procedure |
Unanimously approved by all attending Audit Committee members |
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Agenda 13: Proposal to amend “Procedure for Loaning Funds”, “Procedure for Acquisition and Disposal of Assets”, “Procedure for Engaging Financial Derivative Transaction”, and other procedure |
Unanimously approved by all attending Audit Committee members |
2023.05.12 |
Agenda 1: The Company’s Board of Director’s resolution on the Company’s 2023 Q1 financial statement |
Unanimously approved by all attending Audit Committee members |
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Agenda 2: Proposal for the Company and subsidiary Bora Pharmaceutical Laboratories Inc. to jointly donate and establish “Bora Sheng Wei En Foundation” |
Unanimously approved by all attending Audit Committee members |
2023.06.27 |
Agenda 1: Proposal to elect the convener for the third audit committee |
Unanimously approved by all attending Audit Committee members |
Agenda 2: 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 |
Unanimously approved by all attending Audit Committee members |
Agenda 3: Proposal to provide a loan guarantee amounted to NTD 240 million to subsidiary Bora Biologics Co., Ltd. |
Unanimously approved by all attending Audit Committee members |
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Agenda 4: To revise the Company’s 2022 First Employee Stock Warrant Plan |
Unanimously approved by all attending Audit Committee members |
2023.07.13 |
Agenda 1: The Company proposes to give up the cash capital increase for its subsidiary Bora Health Inc. |
Unanimously approved by all attending Audit Committee members |
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Agenda 2: Proposal to issue new shares fromcash capital increase from Bora Health Inc.’s to manager |
Unanimously approved by all attending Audit Committee members |
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2023.07.27 |
Agenda 1: Review the independent assessment of certified professional |
Unanimously approved by all attending Audit Committee members |
2023.08.14 |
Agenda 1: The Company’s Board of Director’s resolution on the Company’s 2023 Q2 financial statement |
Unanimously approved by all attending Audit Committee members |
Agenda 2: Proposal to distribute the Company’s earnings for the first half of 2023 |
Unanimously approved by all attending Audit Committee members |
Agenda 3: Proposal to submit the contingent price adjustment in accordance to the 2023Q2 review financial statement |
Unanimously approved by all attending Audit Committee members |
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Agenda 4: Review the independent assessment of certified professional |
Unanimously approved by all attending Audit Committee members |
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2023.08.17 |
Agenda 1: Proposal for subsidiary TWi Pharmaceuticals, Inc. to purchase drug certificate from Almatica/Alvogen Group |
Unanimously approved by all attending Audit Committee members |
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2023.08.21 |
Agenda 1: Proposal for the share conversion and authorization signing agreement between the subsidiary Bora Health Inc. and SunWay Biotech Co., Ltd. |
Unanimously approved by all attending Audit Committee members |
2023.09.19 |
Agenda 1: The Company’s stock listing application |
Unanimously approved by all attending Audit Committee members |
Agenda 2: The Company’s statement on internal control from July 1, 2022 to June 30, 2023 |
Unanimously approved by all attending Audit Committee members |
Agenda 3: The Company’s financial forecast from 112Q4 to 113Q1 |
Unanimously approved by all attending Audit Committee members |
Agenda 4: To revise the Company’s accounting system |
Unanimously approved by all attending Audit Committee members |
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Agenda 5: Proposal to issue the Company’s 2023 first employee stock warrants to non-manager |
Unanimously approved by all attending Audit Committee members |
2023.11.09 |
Agenda 1: The Company’s Board of Director’s resolution on the Company’s 2023 Q3 financial statement |
Unanimously approved by all attending Audit Committee members |
Agenda 2: Proposal to formulate the record |
Unanimously approved by all attending Audit Committee members |
Agenda 3: Proposal to issue the Company’s |
Unanimously approved by all attending Audit Committee members |
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Agenda 4: Transfer the treasury stock to |
Unanimously approved by all attending Audit Committee members |
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2023.12.19 |
Agenda 1: The Company’s 2024 internal |
Unanimously approved by all attending Audit Committee members |
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Agenda 2: Transfer the treasury stock to |
Unanimously approved by all attending Audit Committee members |
2022
|
Date of Convening |
Discussion Items |
Resolution |
|
2022.01.21 |
Agenda Item 1: Propose to continue to provide a loan guarantee of NT$5 million to Bora Health Inc. (formerly named: Yuta Health Co., Ltd.), a company that is 100% owned by the Company. |
Unanimously approved by all attending Audit Committee members |
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Agenda Item 2: Proposal to formulate the record date of cash capital increase for the Company’s 2018 employee stock warrant exercised on 2021 Q4 |
Unanimously approved by all attending Audit Committee members |
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Agenda 3: To revise the Company’s 2021 First Employee Stock Warrant Plan |
Unanimously approved by all attending Audit Committee members |
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Agenda 4: To issue the Company’s 2021 employee stock warrant to non-managers |
Unanimously approved by all attending Audit Committee members |
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Agenda 5: To purchase the Company’s treasury stock |
Unanimously approved by all attending Audit Committee members |
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2022.03.09 |
Agenda Item 1: The Company’s “2021 Statement on Internal Control”. |
Unanimously approved by all attending Audit Committee members |
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Agenda Item 2: The Company to change CPA due to accounting firm’s internal CPA rotation |
Unanimously approved by all attending Audit Committee members |
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Agenda Item 3: Review the Company’s independent assessment of certified public accountants |
Unanimously approved by all attending Audit Committee members |
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Agenda Item 4: 2021 Business Operation Report and Financial Statements. |
Unanimously approved by all attending Audit Committee members |
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Agenda Item 5: Proposal to distribute new shares for capital increase by earnings. |
Unanimously approved by all attending Audit Committee members |
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Agenda 6: Proposal to provide a loan guarantee of NT $30 million to Bora Pharmaceutical Laboratories Inc., a company that is 100% owned by the Company |
Unanimously approved by all attending Audit Committee members |
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Agenda 7: Proposal to provide a loan guarantee of NT $40 million to Bora Health Inc., a company that is 100% owned by the Company |
Unanimously approved by all attending Audit Committee members |
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Agenda 8: Proposal to provide a loan guarantee of NT $60 million to Bora Health Inc., a company that is 100% owned by the Company |
Unanimously approved by all attending Audit Committee members |
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Agenda Item 9: Proposal to continue to provide a loan guarantee to Bora Health Inc., a company that is 100% owned by the Company. |
Unanimously approved by all attending Audit Committee members |
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Agenda Item 10: Amendments to the Procedure for Lending Funds to Other Party, Procedure for Endorsement and Guarantee, Procedure for Acquiring and Disposing Assets and Procedure for Engaging in Financial Derivative Transaction |
Unanimously approved by all attending Audit Committee members |
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Agenda Item 11: Amendments to the Internal Control, authorization table, management guideline on authorization table, Procedure for the Company’s transaction with related party, Procedure for the monitoring on the Company’s subsidiary and Guideline for internal audit |
Unanimously approved by all attending Audit Committee members |
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Agenda 12: To coordinate with the Company’s subsidiary Bora Health Inc.’s future over the counter or listed plan, the Company will release the share in stages and not to participate the future capital increase plan. |
Unanimously approved by all attending Audit Committee members |
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Agenda 13: The Company’s 100% owned subsidiary Bora Pharmaceutical Services Inc. plans to purchase PP&E for operation |
Unanimously approved by all attending Audit Committee members |
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Agenda 14: Appointment on the accounting officer |
Unanimously approved by all attending Audit Committee members |
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Agenda 15: Review the independent assessment of certified professional |
Unanimously approved by all attending Audit Committee members |
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2022.04.11 |
Agenda 1: To spin off the Company’s western medicine department to 100% own subsidiary |
Unanimously approved by all attending Audit Committee members |
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Agenda 2: Proposal to continue to provide a loan guarantee of NT $70 million to Bora Pharmaceuticals Laboratories Inc., a company that is 100% owned by the Company |
Unanimously approved by all attending Audit Committee members |
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Agenda 3: Proposal to continue to provide a loan guarantee of NT $30 million to Bora Health Inc., a company that is 100% owned by the Company |
Unanimously approved by all attending Audit Committee members |
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Agenda 4: Proposal to set the capital increase date for 2018 employee stock warrant exercised on 2022Q1 |
Unanimously approved by all attending Audit Committee members |
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Agenda 5: Proposal to amend the Company’s 2022 internal audit plan |
Unanimously approved by all attending Audit Committee members |
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Agenda 6: Proposal to increase the cash capital for the 100% owned subsidiary Bora Pharmaceuticals Laboratories Inc |
Unanimously approved by all attending Audit Committee members |
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Agenda 7: Proposal to amend Procedure for Acquiring and Disposing Assets |
Unanimously approved by all attending Audit Committee members |
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2022.05.10 |
Proposal to revise the Company’s 2022 internal audit plan |
Unanimously approved by all attending Audit Committee members |
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The Company’s Board of Director’s resolution on the Company’s 2022 Q1 financial statement |
Unanimously approved by all attending Audit Committee members |
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Proposal to issue the Company’s 2021 employee stock warrants to non-manager |
Unanimously approved by all attending Audit Committee members |
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Proposal to provide loan guarantee amounted to NTD 360 million to 100% owned subsidiary Bora Biologics Co., Ltd. |
Unanimously approved by all attending Audit Committee members |
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Proposal for subsidiary Bora Biologics Co., Ltd. to acquire Eden Biologics, Inc.’s equipment, employee, and CDMO business which located in HsinChu Science Park |
Unanimously approved by all attending Audit Committee members |
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Proposal to lend 100% owned subsidiary Bora Biologics Co., Ltd. |
Unanimously approved by all attending Audit Committee members |
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2022.06.14 |
Proposal to participate the cash capital increase of the 100% owned subsidiary Bora Biologics Co., Ltd. for NTD 1.68 billion. |
Unanimously approved by all attending Audit Committee members |
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Proposal on issuing the Company’s 2nd domestic unsecured convertible corporate bonds |
Unanimously approved by all attending Audit Committee members |
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Proposal to continue to provide a loan guarantee to Bora Health Inc., a company that is 100% owned by the Company. |
Unanimously approved by all attending Audit Committee members |
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Proposal to continue to provide a loan guarantee to Bora Pharmaceutical Laboratories Inc., a company that is 100% owned by the Company. |
Unanimously approved by all attending Audit Committee members |
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For strategic investment purpose, the Company’s proposal to acquire 100% of stock of TWi Pharmaceuticals, Inc. |
Unanimously approved by all attending Audit Committee members |
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2022.08.12 |
The Company’s Board of Director’s resolution on the Company’s 2022 Q2 financial statement |
Unanimously approved by all attending Audit Committee members |
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Proposal to distribute the Company’s earnings for the first half of 2022 |
Unanimously approved by all attending Audit Committee members |
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Proposal to sign short term Bridge Loan with financial institution and the execution of syndicated loan |
Unanimously approved by all attending Audit Committee members |
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Proposal to issue the Company’s 2021 employee stock warrants to non-manager |
Unanimously approved by all attending Audit Committee members |
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2022.09.28 |
1. The Company and TWi Pharmaceuticals, Inc. (Twi) jointly sign a syndicated loan and appoint China Trust Commercial Bank Co as the management bank. |
Unanimously approved by all attending Audit Committee members |
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2022.11.14 |
1. The Company’s Board of Director’s resolution on the Company’s 2022 Q3 financial statement. |
Unanimously approved by all attending Audit Committee members |
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2. Proposal to issue the Company’s 2021 first employee stock warrants to non-manager. |
Unanimously approved by all attending Audit Committee members |
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2022.12.02 |
1. The Company’s 2023 internal audit plan. |
Unanimously approved by all attending Audit Committee members |
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2. Transfer the treasury stock to non-manager in accordance to “2022 Stock Repurchase and Transfer to Employee Program”. |
Unanimously approved by all attending Audit Committee members |
2021
|
Date of convening |
Discussion items |
Resolution |
|
2021.03.30 |
Agenda Item 1: The Company’s “2020 Statement on Internal Control”. |
Unanimously approved by all attending Audit Committee members |
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Agenda Item 2: Review the Company’s independent assessment of certified public accountants |
Unanimously approved by all attending Audit Committee members |
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Agenda Item 3: 2020 Business Operation Report and Financial Statements. |
Unanimously approved by all attending Audit Committee members |
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Agenda Item 5: Proposal to distribute new shares for capital increase by earnings. |
Unanimously approved by all attending Audit Committee members |
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Agenda Item 6: 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. |
Unanimously approved by all attending Audit Committee members |
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Agenda Item 7: 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. |
Unanimously approved by all attending Audit Committee members |
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Agenda Item 8: 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. |
Unanimously approved by all attending Audit Committee members |
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Agenda Item 9: 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. |
Unanimously approved by all attending Audit Committee members |
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2021.05.13 |
Agenda Item 1: Propose to provide a credit purchase guarantee to Yuta Health Co., Ltd., a company that is 100% owned by the Company. |
Unanimously approved by all attending Audit Committee members |
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Agenda Item 2: Amendment of the Company’s written internal control system. |
Unanimously approved by all attending Audit Committee members |
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2021.06.14 |
Agenda Item 1: Propose to discharge the non-compete clause for directors. |
Unanimously approved by all attending Audit Committee members |
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2021.08.11 |
Agenda Item 1: Propose to continue to provide a loan guarantee to Bora Health Co., Ltd., a company that is 100% owned by the Company. |
Unanimously approved by all attending Audit Committee members |
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Agenda Item 2: Propose to provide a credit purchase guarantee to Bora Health Co., Ltd., a company that is 100% owned by the Company. |
Unanimously approved by all attending Audit Committee members |
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Agenda Item 3: Propose to continue to provide a loan guarantee to Bora Pharmaceutical Laboratories Inc. Ltd., a company that is 100% owned by the Company. |
Unanimously approved by all attending Audit Committee members |
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Agenda Item 4: Amendment to the Company’s 2021 Internal Audit Plan. |
Unanimously approved by all attending Audit Committee members |
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Agenda Item 5: Appointment of the Company’s internal audit manager. |
Unanimously approved by all attending Audit Committee members |
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Agenda Item 6: Propose to issue employee stock warrants to non-managers |
Unanimously approved by all attending Audit Committee members |
2020
|
Date of Convening |
Discussion Items |
Resolution |
|
2020.01.08 |
Agenda Item 2: Propose to provide a loan guarantee of NT$30 million to Yuta Health Co., Ltd., a company that is 100% owned by the Company. |
Unanimously approved by all attending Audit Committee members |
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2020.03.09 |
Agenda Item 1: The Company’s “2019 Statement on Internal Control”. |
Unanimously approved by all attending Audit Committee members |
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Agenda Item 2: Review the Company’s independent assessment of certified public accountants |
Unanimously approved by all attending Audit Committee members |
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Agenda Item 3: 2019 Business Operation Report and Financial Statements. |
Unanimously approved by all attending Audit Committee members |
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Agenda Item 5: Proposal to distribute new shares for capital increase by earnings. |
Unanimously approved by all attending Audit Committee members |
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Agenda Item 6: Amendments to the Procedures for Extending Loans to Others: |
Unanimously approved by all attending Audit Committee members |
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Agenda Item 7: Amendment to the Procedures for Lending Funds to Other Parties. |
Unanimously approved by all attending Audit Committee members |
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Agenda Item 8: Propose to provide endorsements and guarantees to the Company’s 100% owned Canadian subsidiary. |
Unanimously approved by all attending Audit Committee members |
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Agenda Item 9: Proposal for acquisition of the Canadian facility of GlaxoSmithKline Inc. (GSK). |
Unanimously approved by all attending Audit Committee members |
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Agenda No.10: Amendment of the cycle procedures of the Company’s internal control system |
Unanimously approved by all attending Audit Committee members |
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2020.05.13 |
Agenda Item 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. |
Unanimously approved by all attending Audit Committee members |
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Agenda Item 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. |
Unanimously approved by all attending Audit Committee members |
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Agenda Item 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. |
Unanimously approved by all attending Audit Committee members |
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Agenda Item 4: Formulated “Procedures for Treasury Stock Repurchase”. |
Unanimously approved by all attending Audit Committee members |
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Agenda Item 5: Propose to increase capital for Canadian subsidiary. |
Unanimously approved by all attending Audit Committee members |
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2020.08.06 |
Agenda Item 2: Propose to provide a loan guarantee to Yuta Health Co., Ltd., a company that is 100% owned by the Company. |
Unanimously approved by all attending Audit Committee members |
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Agenda Item 3: Propose to provide a loan guarantee to Bora Pharmaceutical Laboratories Inc., a company that is 100% owned by the Company. |
Unanimously approved by all attending Audit Committee members |
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Agenda Item 4: Establish the Company’s internal control management. |
Unanimously approved by all attending Audit Committee members |
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Agenda Item 5: US subsidiary capital increase. |
Unanimously approved by all attending Audit Committee members |
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Agenda Item 6: Propose to provide guarantee (hereinafter referred to as the “Guarantee”) for the Company’s Canadian subsidiary, Bora Pharmaceuticals Services Inc. (hereinafter referred to as “borrower”), in applying for a syndicated loan led by CTBC Bank, of a total credit limit of CAD 75 million (hereinafter referred to as the “Loan”), and together sign a mortgage deed (hereinafter referred to as the “Mortgage Deed”) and pledge all the shares of the borrower held by the Company to provide guarantee (hereinafter referred to as the “Stock Pledge”). |
Unanimously approved by all attending Audit Committee members |
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2020.10.21 |
Agenda Item 1: Propose to issue employee stock warrants. |
Unanimously approved by all attending Audit Committee members |
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Agenda Item 2: Amendment of “Procedures for Treasury Stock Repurchase”. |
Unanimously approved by all attending Audit Committee members |
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Agenda Item 3: Propose to provide a loan guarantee to Bora Pharmaceutical Laboratories Inc., a company that is 100% owned by the Company, for its loan extension. |
Unanimously approved by all attending Audit Committee members |
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Agenda Item 4: 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. |
Unanimously approved by all attending Audit Committee members |
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2020.11.12 |
Agenda Item 1: Propose to extend a loan to Canadian subsidiary, Bora Pharmaceuticals Services Inc. |
Unanimously approved by all attending Audit Committee members |
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Agenda Item 3: Amendment of “2020 First Employee Stock Warrants Issuance and Terms and Conditions”. |
Unanimously approved by all attending Audit Committee members |
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2020.12.29 |
Agenda Item 1: 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. |
Unanimously approved by all attending Audit Committee members |