Functional committees

Functional
Committees

The Company has established functional committees under the Board of Directors. The rules for qualification review of the Nomination Committee are followed to elect industry leaders as independent directors and committee members to strengthen the operation of the Board. In addition, the charter of each committee has been formulated, and the independent directors have participated in the Compensation and Remuneration Committee, Audit Committee, Nomination Committee and important internal meetings to boost corporate governance.

【 Members of the 2nd Audit Committee 】

Position	Name	Gender	Age	Nationality	Experience	Concurrently serving as an employee of the Company	Years of experience as an independent director
Member(Convener)/ Independent Director	Sheng, Bao-Si	Male	51-60	R.O.C.	Chairman of BORA PHARMACEUTICALS CO., LTD. Chairperson	NO	3-9
Member/ Independent Director	Lin, Ruei-Yi	Male	51-60	R.O.C.	Chairman of STARTRII CO., LTD. Chairperson	NO	3-9
Member/ Independent Director	Chen, Kuan-Pai	Male	51-60	R.O.C.	Chairperson of Bai Chuan International Investment Co., Ltd. Chairperson	NO	3-9
Member/ Independent Director	Hou, Chia-Qi	Female	31-40	R.O.C.	Chairperson of Ascent Developement Co., Ltd. Chairperson	NO	under 3

All members of the Committee have diversified expertise, including operation and management, industrial knowledge, leadership, and decision-making. They are either outstanding entrepreneurs or professionals with rich experience in finance or operation.

Industry experience							Professional competence
Name	Cultural creativity	Information technology	Finance	Biotechnology	Trade	Construction Hotel	International operations	R&D	Finance Analysis	Mergers and acquisitions	Risk management
Sheng, Bao-Si	V			V			V	V	V	V	V
Lin, Ruei-Yi		V			V				V
Chen, Kuan-Pai			V						V		V
Hou, Chia-Qi	V		V			V	V		V	V

Name	Experience (Education)	Related working experience and title
Sheng, Bao-Si	Chairman of BORA PHARMACEUTICALS CO., LTD. Bachelor of Economics of University of California - Berkeley	Member of the Compensation and Remuneration Committee, Audit Committee, and Nomination Committee of Gamania Digital Entertainment Co., Ltd. Chairman and President of BORA PHARMACEUTICALS CO., LTD. Director of WELLPOOL CO., LTD. Chairman of UNION CHEMICAL & PHARMACEUTICAL CO., LTD. Director of Baolei Co. Ltd. Chairman of Bao En International Co., Ltd. Independent Director and Member of the Remuneration Committee and Audit Committee of BIONET Corporation Director of Rui Bao Xing Investment Co., Ltd. Chairman of Bora Health Inc. Chairman of Bora Pharmaceutical Laboratories Inc. Chairman of Jia Xi International Co., Ltd. Chairman of Bora Management Consulting Co., Ltd. Chairman of Bora Biotech Ltd. Person in charge of Bora Pharmaceuticals USA Inc. Person in charge of Bora Pharmaceuticals Services Inc.
Lin, Ruei-Yi	Chairman of STARTRII CO., LTD President of SHUNG YE TRADING CO., LTD. Master of Business Administration of George Washington University	Member of the Compensation and Remuneration Committee, Audit Committee, and Nomination Committee of Gamania Digital Entertainment Co., Ltd. Chairman of STARTRII CO., LTD Director of Shun Yi Investment Co., Ltd. Director of SHUNG YE TRADING CO., LTD. Director of Lien Chen Automotive Co., Ltd. Independent Director and Member of the Remuneration Committee and Audit Committee of Bora Pharmaceuticals
Chen, Kuan-Pai	Chairperson of Bai Chuan International Investment Co., Ltd. Director of AURORA GROUP Chairman Master of University of Southern California	Member of the Compensation and Remuneration Committee, Audit Committee, and Nomination Committee of Gamania Digital Entertainment Co., Ltd. Chairman of Bai Chuan International Investment Co., Ltd. Director of Bora Pharmaceuticals
Hou, Chia-Qi	Chairman of Hansh in Shopping Plaza Co., Ltd. Chairman of Ascent Development Co., Ltd. Master/PhD, Department of Bioengineering, Stanford University	Member of the Compensation and Remuneration Committee, Audit Committee, and Nomination Committee of Gamania Digital Entertainment Co., Ltd. Chairman and President of Bora Pharmaceuticals and Consumer Health Inc. Chairman of Baolei Co., Ltd. Chairman of Bora Management Consulting Co., Ltd. Chairman of United Chemical & Pharmaceutical Co., Ltd. Chairman of Bora Pharmaceutical and Consumer Health Inc. Director of Rui Bao Xing Investment Co., Ltd. Chairman of Jia Xi International Co., Ltd. Chairman of Bao En International Co., Ltd. Chairman, Impax Laboratories (Taiwan), Inc. Chairman of Bora Biotech Ltd. Chairman of Synpac Kingdom Pharmaceutical Co., Ltd. Chairman of Bora Biotech Ltd. Chairman of Bora Pharmaceuticals Chairperson of Bora Health Inc. Chairman of SunWay Biotech Co., Ltd. Independent Director of BIONET CORP. Independent director of Advanced Power Electronics Corp. Director of Wellpool Co., Ltd.

【 Responsibilities of the Audit Committee 】

The responsibilities of the Audit Committee are as follows:

Establish or amend the internal control system in accordance with Article 14-1 of the Securities and Exchange Act.
Assessment of the effectiveness of the internal control system.
Formulate or amend the procedures for handling significant financial and business activities, such as acquiring or disposing of assets, engagement in derivatives trading, loans to others, endorsement or guarantees for others, in accordance with Article 36-1 of the Securities and Exchange Act.
Matters involving directors’ own interests.
Significant asset or derivative transactions.
Significant loans to others, endorsements, or guarantees.
Offering, issuing, or private placement of securities with an equity nature.
Appointment, dismissal, or remuneration of the certifying CPAs.
Appointment and dismissal of financial, accounting, or internal audit supervisors.
Annual and semi-annual financial reports.
Other major matters prescribed by the Company or the competent authority.

【 Annual work priorities 】

The Audit Committee, comprising all four independent directors, convenes quarterly before the Board of Directors’ meetings to review the Company’s internal control systems, execution of internal audits, and material financial and operational activities. The Committee also engages in communication and discussions with the external auditors to oversee Company operations and risk management.

In 2024, the Company held a total of five meetings, during which the following key matters were reviewed and resolved:

Review of Quarterly Financial Statements: The Audit Committee approved all quarterly financial reports of the Company.
The Head of Internal Audit reported to the committee on a quarterly basis.
Formulated and adjusted critical policies and procedures to enhance internal controls.
Assessed the effectiveness and efficiency of the Company’s internal control mechanisms.
Revised the charter of the Audit Committee.
Reviewed major financial transactions involving loans, endorsements or guarantees.
Assessed the independence of the 2024 attesting CPAs and their affiliated accounting firms.
Advance approval for the 2024 attesting CPAs, their accounting firms, affiliated entities, and alliance firms to provide non-auditservices to the Company and its subsidiaries.
Approval of the sale of equity in the subsidiary Gash Point Co., Ltd. and waiving the preemptive subscription rights for its cashcapital increase proposal.

【 Implementation of Audit Committee 】

In 2024, the Committee held 5 meetings (A), and the attendance of Committee members was as follows:

Position	Name	Actual attendance number (B)	Number of entrusted attendances	Actual attendance rate(%) (B/A)
Member(Convener)/ Independent Director	Sheng, Bao-Si	2	3	40
Member/ Independent Director	Lin, Ruei-Yi	3	2	60
Member/ Independent Director	Chen, Kuan-Pai	5	0	100
Member/ Independent Director	Hou, Chia-Qi	5	0	100

【 Important proposals 】

Date	Contents of the proposal	Resolution	Objections
2024.03.06	Approved the audit report. Approved the 2024 Audit Committee’s key work focus. Approved the proposal for the independence evaluation of the Company’s CPAs and the subordinate CPA firm of the Company in2024. Approved the pre-approval of the Company’s attesting CPAs for 2024, and the provision of non-audit services to the Companyand its subsidiaries by the CPAs’ accounting firm and the firm's affiliates and alliance firms. Approved the “Group’s tax policy”. Approved the motion for the Company’s 2023 internal control system statement. Approved the Company's 2023 financial statements. Approved the Company's 2023 earnings appropriation proposal.	The proposal was thoroughly discussed by the committee members,and the chairman solicited opinions from all attending members. The resolution was approved without objection.	None
2024.05.02	Approved the audit report. Approved the Company’s consolidated financial statements for 2024 Q1. Approved the Company’s sale of equity in the subsidiary Gash Point Co., Ltd.
2024.06.20	Approved the Company’s waiver of preemptive subscription rights for the cash capital increase of the subsidiary Gash Point Co., Ltd.
2024.08.07	Approved the audit report. Approved the Company's consolidated financial statements for 2024 Q2.
2024.11.06	Approved the audit report. Approved the Company’s 2025 Annual Audit Plan. Approved amendments to the Company’s Audit Committee Charter. Approval of the amendment to the Company’s “Internal Control System” and “Rules for Implementation of Internal Audit”. Approved the Company’s consolidated financial statements for 2024 Q3.

【 Members of the 5th Remuneration Committee 】

Position	Name	Experience
Member(Convener)/ Independent Director	Chen, Kuan-Pai	Chairperson of Bai Chuan International Investment Co., Ltd.
Member/ Independent Director	Lin, Ruei-Yi	Chairman of STARTRII CO., LTD.
Member/ Independent Director	Sheng, Bao-Si	Chairman of BORA PHARMACEUTICALS CO., LTD.
Member/ Independent Director	Hou, Chia-Qi	Chairman of Milton International Corp.

【 Responsibilities of the Remuneration Committee】

The Committee faithfully performs the following responsibilities, and submits its suggestions to Board meetings for discussion.

1. Establish and periodically review the policies, system, standards, and structure of the performance evaluation, salary, and remuneration of directors and officers.

2. Regularly evaluate and formulate the salaries and remuneration of directors and managers.

【 Annual work priorities 】

The Company has established the “”Distribution Measures for Directors’ Remuneration and Compensation”” and the “”Distribution Measures for Managers’ Salaries and Remuneration””, participates in the annual salary survey of Willis Towers Watson Taiwan, and regularly reviews the salary and remuneration policies, systems, standards, and structures based on market levels. Based on the salary survey information and annual performance evaluation results, managers’ salaries and remuneration are reviewed annually and fully discussed by the Remuneration Committee and at Board meetings.

【 Implementation of the Remuneration Committee】

In 2024, the Committee held 3 meetings (A), and the attendance of Committee members was as follows:

Position	Name	Actual attendance number (B)	Number of entrusted attendances	Actual attendance rate(%) (B/A)
Member(Convener)/ Independent Director	Chen, Kuan-Pai	3	0	100
Member/ Independent Director	Lin, Ruei-Yi	2	1	67
Member/ Independent Director	Sheng, Bao-Si	2	1	67
Member/ Independent Director	Hou, Chia-Qi	3	0	100

【 Important proposals 】

Date	Contents of the proposal	Resolution	Objections
2024.03.06	Proposal of the compensation and remuneration for the directors and managerial officers of the Company. Approved the Company's 2023 distribution of remuneration to employees and directors.	The proposal was thoroughly discussed by the committee members, and the chairman solicited opinions from all attending members. The resolution was approved without objection.	None
2024.06.20	Approved the proposal for the Company’s 2023 directors’remuneration and managerial officers' remuneration.
2024.08.07	Approved the review of the Company’s Remuneration PaymentRegulations for Managerial Officers.

【 Setup of the Nomination Committee 】

The establishment of the Nomination Committee was approved in the 5th meeting of the 10th Board of Directors on December 24, 2020. The Committee consists of five members made up of the Company’s Chairman and all the independent directors.

Members of the Nomination Committee:

Position	Name	Independent director
Member(Convener)	Liu, Po-Yuan
Member	Lin, Ruei-Yi	V
Member	Sheng, Bao-Si	V
Member	Chen, Kuan-Pa	V
Member	Hou, Chia-Qi	V

【 Committee members expertise 】

Diversified professionalism
Name	Operational Management	Corporate Governance	Risk Management	Finance
Liu, Po-Yuan	V		V
Lin, Ruei-Yi		V	V
Sheng, Bao-Si	V	V
Chen, Kuan-Pai			V	V
Hou, Chia-Qi	V			V

【 Responsibilities and annual work priorities of the Committee 】

1. Recommend eligible candidates for the Company’s (and important subsidiaries’) directors and senior managers, conduct prior review according to law of the candidates recommended by the shareholders’ meeting or the Board, and submit the review results and the recommended candidate list to the Board meeting.

2. When proposing the list of independent director candidates, attention shall be paid to the experience, professionalism, integrity, and compliance with the Securities and Exchange Act, Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, applicable laws and regulations regarding the criteria of independent directors, as well as the development of the Company and the long-term interests of shareholders.

【 Implementation of Nomination Committee 】

In 2024, the Committee held 2 meetings (A), and the attendance of Committee members was as follows:

Position	Name	Actual attendance number (B)	Number of entrusted attendances	Actual attendance rate(%) (B/A)
Member(Convener	Liu, Po-Yuan	2	0	100
Member	Lin, Ruei-Yi	2	0	100
Member	Sheng, Bao-Si	0	2	0
Member	Chen, Kuan-Pai	2	0	100
Member	Hou, Chia-Qi	2	0	100

【 Important proposals 】

Date	Contents of the proposal	Resolution	Objections
2024.05.02	Approval of the qualification review of directors and senior officers.	The proposal was thoroughly discussed by the committee members, and the chairman solicited opinions from all attending members. The resolution was approved without objection.	None
2024.08.07	Approval of the qualification review of directors and senior officers.		None