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Structure of the Board

The highest governance unit of CH Biotech is the Board of Directors, which meets at least once a quarter in accordance with the regulations to govern and supervise the effective operation of the Company’s risk management system and mechanism and has nine seats for Directors with expertise in biotechnology, business operation, finance, and law, among which three Independent Directors are responsible for supervising the execution of the Company’s business and auditing the Company’s accounting.

Chairman Cheng-Pang WuJoined CHB Board in 2013

  • Department of Cooperative Economics, Feng Chia University
  • President, NCA Biotech, Inc.
  • Chairman, Zhao Song Investment Co., Ltd.
  • Chairman, Coffeeland, Inc.
  • Director, WEALTH MILESTONE INVESTMENT CORP

Director Jesse Wu Joined CHB Board in 2024

  • Bachelor of Cognitive Science, UC San Diego
  • Project Manager of Digital Development, CH Biotech

Representative of Director Zhao Song Investment Co., Ltd.
Wei-Tun Yeh
Joined CHB Board in 2024

  • EMBA, Managerial Accounting and Strategic Management, National Taiwan University
  • Bachelor, National Taipei University of Business
  • COO of the Department of Tax and Investments, Senior Partner, Executive Director, and Accountant, KPMG
  • Head and Revenue Officer, National Taxation Bureau of Taipei, Ministry of Finance
  • Director and External Consultant, Listed (Over-The-Counter) Company
  • Chairman of Board of Supervisors, TpiDA
  • External Committee Member, Management Board of Research and Development Achievements, Academia Sinica
  • Member, Taxation Research Committee, Chinese National Association of Industry and Commerce
  • Deputy Chairperson, 22nd Taxation and Tariff Committee, Taiwan Provincial CPA Association
  • Director, Willis Smart &Sustainability Ltd.

Representative of Director WEALTH MILESTONE INVESTMENT CORP.
Chao Tsung Chiu
Joined CHB Board in 2024

  • Dalin Junior High School
  • General Manager, CH Biotech
  • General Manager, Tien Heng Machinery Co., Ltd.
  • Chairman, Tien Heng Building Co., Ltd.
  • Chairman, Tien Heng Construction Co., Ltd.
  • COO and Director, CBM SYSTEMS INC

Representative of Director Ao Shi Ying Investment Co., Ltd.
Yung-Ming Chou
Joined CHB Board in 2024

  • Bachelor of Travel Industry Management, University of Hawai'i
  • Chairman, The Landis Taipei Hotel Co., Ltd.
  • Chairman, Ao Shi Ying Investment Co., Ltd.
  • Representative of Juristic Person Director and Chairman, The Landis Taipei Hotel Co., Ltd.
  • Representative of Juristic Person Director, Liz Dining Group Co., Ltd.
  • Director, Pen-Ta Industrial Co., Ltd.
  • Director, Ben-Shang Investment Co., Ltd.
  • Director, Li-Feng Investment Co., Ltd.
  • Director, Jing-San Co., Ltd.
  • Director, Lian-Qing Building Co., Ltd.
  • Representative of Juristic Person Director, The Landis Management Co., Ltd.
  • Representative of Juristic Person Director, The Landis Investment Co., Ltd.
  • Supervisor, Qin Han R&D Co., LTD.

Representative of Director Loveland Products Canada Inc.
Robert James Christopher Clayton
Joined CHB Board in 2023

  • MBA of Business, Melbourne University
  • Bachelor of Business, University of Melbourne
  • President, Actagro, LLC
  • President and Director, Dendritic Nanotechnologies, Inc.
  • President and Director, Platte Chemical Co.
  • Director, United Agri Products, Inc.
  • Director, West Isle Line, Inc.
  • Sr. VP of Retail Operations, Nutrien Ag Solutions

Independent Director
Yong-Xiang Chiu
Joined CHB Board in 2021

  • Department of Law, National Taiwan University
  • Judge, district courts (Taichung, Hsinchu, and Keelung)
  • Lawyer, Guan-Li Law Office
  • Director, Zhongli International Co., Ltd.

Independent Director
Wan-Yu Liu
Joined CHB Board in 2024

  • Ph.D. of Agricultural Economics, National Taiwan University
  • Associate Dean, International College of Innovation and Industry Liaison, National Chung Hsing University
  • Associate Director, Alumni Service Center, National Chung Hsing University
  • CEO, European Union Center, National Chung Hsing University
  • Expert Member, Climate Change Adaptation and Net Zero Emissions Project Office, Council of Agriculture, Executive Yuan
  • Distinguished Professor/ Professor/ Associate Professor, Department of Forestry, National Chung Hsing University
  • Independent Director, Chung Hwa Pulp Corp.
  • Independent Director, Lion Travel Service Co., Ltd
  • Independent Director, SuperAlloy Industrial Co., Ltd.

Independent Director
Yin-Hsiang Chou
Joined CHB Board in 2024

  • Master of Business and Management, Tamkang University
  • Chairperson, Tax and Tariff Committee, Taichung City CPA Association
  • CEO, Disciplinary Committee, Taipei City CPA Association
  • Lecturer, National Taichung University of Science and Technology
  • Accountant, Lead Chain Certified Public Accountants

The Board meeting of the Company on February 27, 2024, approved the re-election of nine Directors (including three Independent Directors) at the 2024 Annual Shareholders’ Meeting.

 

According to the Articles of Incorporation of CH Biotech, a candidate nomination system shall be adopted for the election of the Company’s Directors according to Article 192-1 of the Company Act. Shareholders holding over 1% of the total issued shares of the Company may propose a list of candidates to the Company in writing. The nomination period was from March 11 to March 20, 2024.

 

Except for the nine Director (including three Independent Directors) candidates nominated by the Board of Directors, the Company did not receive any list of candidates proposed by any shareholders holding over 1% of the total issued Company shares, in writing, during the abovementioned nomination period. Nine nominated Directors include Cheng-Pang Wu, Jesse Wu, Zhao Song Investment Co., Ltd., WEALTH MILESTONE INVESTMENT CORP., Ao Shi Ying Investment Co., Ltd., Loveland Products Canada Inc., one existing Independent Director Mr. Yong-Xiang Chiu, and two Independent Director candidates Ms. Wan-Yu Liu and Ms. Yin-Hsiang Chou.

 

The re-election of the 5th Session Board of Directors of the Company was completed at the 2024 Annual Shareholders’ Meeting, and nine Directors (including three Independent Directors) were elected; the directors are Cheng-Pang Wu, Jesse Wu, Zhao Song Investment Co., Ltd., WEALTH MILESTONE INVESTMENT CORP., Ao Shi Ying Investment Co., Ltd., Loveland Products Canada Inc., Yong-Xiang Chiu (Independent Director), Wan-Yu Liu (Independent Director), and Yin-Hsiang Chou (Independent Director).

Educational and Career Backgrounds of All Directors Are as Follows:

Cheng-Pang WuDirector

  • Education & Professional Qualifications:
    Department of Cooperative Economics, Feng Chia University

  • Career Experiences and Current Positions:
    President, NCA Biotech, Inc.
    Chairman, Zhao Song Investment Co., Ltd.
    Chairman, Coffeeland, Inc.
    Director, WEALTH MILESTONE INVESTMENT CORP.

Jesse WuDirector

  • Education & Professional Qualifications:
    Bachelor of Cognitive Science, UC San Diego
  • Career Experiences and Current Positions:
    Project Manager of Digital Development, CH Biotech

Zhao Song Investment Co., Ltd. Director

  • Education & Professional Qualifications:
    Not Applicable

  • Career Experiences and Current Positions:
    Not Applicable

WEALTH MILESTONE INVESTMENT CORP. Director

  • Education & Professional Qualifications:
    Not Applicable

  • Career Experiences and Current Positions:
    Not Applicable

  • Education & Professional Qualifications:
    Not Applicable

  • Career Experiences and Current Positions:
    Chairman, The Landis Taipei Hotel Co., Ltd.

Ao Shi Ying Investment Co., Ltd. Director

  • Education & Professional Qualifications:
    Not Applicable

  • Career Experiences and Current Positions:
    Chairman, The Landis Taipei Hotel Co., Ltd.

Loveland Products Canada Inc. Director

  • Education & Professional Qualifications:
    Not Applicable

  • Career Experiences and Current Positions:
    Not Applicable

Yong-Xiang ChiuIndependent Director

  • Education & Professional Qualifications:
    Bachelor of Law, National Taiwan University

  • Career Experiences and Current Positions:
    Judge, District Courts (Taichung, Hsinchu, And Keelung)
    Lawyer, Guan-Li Law Office
    Director, Zhongli International Co., Ltd.

Wan-Yu LiuIndependent Director

  • Education & Professional Qualifications:
    Ph.D. of Agricultural Economics, National Taiwan University

  • Career Experiences and Current Positions:
    Associate Dean, International College of Innovation and Industry Liaison, National Chung Hsing University
    Associate Director, Alumni Service Center, National Chung Hsing University
    CEO, European Union Center, National Chung Hsing University
    Expert Member, Climate Change Adaptation and Net Zero Emissions Project Office, Council of Agriculture, Executive Yuan
    Distinguished Professor/ Professor/ Associate Professor, Department of Forestry, National Chung Hsing University
    Independent Director, Chung Hwa Pulp Corp.
    Independent Director, Lion Travel Service Co., Ltd
    Independent Director, SuperAlloy Industrial Co., Ltd.

Yin-Hsiang ChouIndependent Director

  • Education & Professional Qualifications:
    Master of Business and Management, Tamkang University

  • Career Experiences and Current Positions:
    Chairperson, Tax and Tariff Committee, Taichung City CPA Association
    CEO, Disciplinary Committee, Taipei City CPA Association
    Lecturer, National Taichung University of Science and Technology
    Accountant, Lead Chain Certified Public Accountants

Diversity of the Board

Specify the Board diversity policy, goals, and achievements. The Board diversity policy includes but is not limited to the election criteria of directors, the professional qualifications and experience that the Board should have, the composition or the ratio of gender, age, nationality, and cultural backgrounds, and the Company’s specific goals and what has been achieved with regard to the said policy shall be specified:

  • Board diversity policy

To implement corporate governance and enhance the Board functions, the Company has formulated relevant regulations in the Corporate Governance Best Practice Principles as required. Board members should formulate an appropriate diversity policy based on the diversity policy and the Company’s business operations, operating dynamics, and development needs. When selecting and nominating candidates for directors, we consider gender balance, age, education and experience, independence, and other factors. The Board members continue pursuing the education of professional knowledge, skills, practical experience, and ethics required to perform their duties, and set their performance targets, to enhance the operational efficiency of the Board. It is advisable that directors concurrently serving as company officers not exceed one-third of the total number of the board members, and a spousal relationship or a familial relationship within the second degree of kinship may not exist among more than half of the directors. An appropriate policy on diversity based on the company’s business operations, operating dynamics, and development needs shall be formulated and included, without being limited to, the following two general standards:

 

(A) Basic conditions and values: Gender, age, nationality, and cultural backgrounds.

 

(B) Professional knowledge and skills: Professional backgrounds (such as law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience.

 

All members of the board shall have the knowledge, skills, and experience necessary to perform their duties. To achieve the ideal goal of corporate governance, the board of directors shall possess the following abilities:

    • Operational judgment ability
    • Accounting and financial analysis skills
    • Management administration skill
    • Crisis management ability
    • Industry knowledge
    • International market perspective
    • Leadership ability
    • Decision-making ability
  • Implementation and goal achievement

The composition of the Board shall follow the diversity principle, and we have devised an appropriate diversity policy based on our business operations, operating dynamics, and development needs. The selection of and nomination for candidates for directors comply with the Company’s Articles of Incorporation. In addition to evaluating the education and experience qualifications, we refer to our stakeholders’ opinions and observe the Procedures for Election of Directors and the Corporate Governance Best Practice Principles for Companies to ensure the diversity and independence of the Board members.


The Board is currently composed of nine directors, including six directors and three independent directors, who are all experts in finance, management, and the field related to the Company’s business. Directors and independent directors possess their own expertise. The six directors are specialized in leadership, operational judgment, management administration, crisis management, industry knowledge, and international market perspectives. The other three independent directors, Yong-Xiang Chiu, Wan-Yu Liu, and Yin-Hsiang Chou, excel at biotechnology, accounting and finance, and law, respectively. All directors and independent directors provide useful guidance for the Company’s various business activities. The proportion of independent directors is 33%. To enhance the diversity of the Board of Directors, it is to reserve female seats in the 2024 re-election of the Board of Directors. The Company puts much emphasis on the knowledge, skills, and experience necessary for the Board members to perform their duties. Our Board members possess the eight abilities under the Corporate Governance Best Practice Principles for Companies, which is the ideal goal of our Board diversity policy. We have duly implemented the Board diversity policy for the election and appointment of this term of the Board members.

The implementation is detailed in the table below:

Title Name COMPOSITION ability
Nationality Gender Age Length of tenure of independent directors OPERATIONAL JUDGMENT ACCOUNTING AND FINANCIAL ANALYSIS MANAGEMENT ADMINISTRATION CRISIS MANAGEMENT INDUSTRY KNOWLEDGE INTERNATIONAL MARKET PERSPECTIVE LEADERSHIP DECISION-MAKING

Under

40
41-50 51-60 61-70 71-80 Below 3 years Above 3 years
Director Cheng-Pang Wu ROC/USA Male
Director Jesse Wu ROC/USA Male
Director Representative of Zhao Song Investment Co., Ltd.:
Wei-Tun Yeh
ROC Male
Director Representative of WEALTH MILESTONE INVESTMENT CORP.:
Chao Tsung Chiu
ROC Male
Director Representative of Ao Shi Ying Investment Co., Ltd.:
Yung-Ming Chou
ROC Male
Director Representative of Loveland Products Canada Inc.:
Robert James Christopher Clayton
AUS Male
Independent Director Yong-Xiang Chiu ROC Male
Independent Director Wan-Yu Liu ROC Female
Independent Director Yin-Hsiang Chou ROC Female

Independence of the Board

The Company has three independent directors in place, accounting for 33% of the Board members, and the directors and independent directors are not involved in circumstances under Article 26-3, paragraphs 3 and 4 of the Securities and Exchange Act.