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Structure of Board of Directors

The supreme governance department of CH Biotech is the Board of Directors. A Board meeting is convened at least once every quarter, according to the requirements, to govern and supervise the effective operations of the Company’s risk management systems and mechanisms. There are nine Directors in place who possess expertise in fields of biotech, business operation, finance and economics, and law. Three Independent Directors are responsible for the supervision of the Company’s business execution and to audit the Company’s accounting.

Cheng-Pang Wu ChairmanJoined CHB Board:2013

  • Department of Cooperative Economics, Feng Chia University
  • President of NCA Biotech, Inc.
  • Chairman of Zhao Song Investment Co., Ltd.
  • Chairman of Coffeeland, Inc.
  • Director of Wealth Milestone Investment Corp.

Kuang Fu Han Director Joined CHB Board:2014

  • Department of Chemical Engineering, National Cheng Kung University
  • Master of Chemical Engineering, Washington University in St. Louis
  • Master of Electrical Engineering, University of Houston
  • Operation Special Assistant of Chairman’s Office of CH Biotech R&D Co., Ltd.
  • Chief Executive Officer of Micro-Technology Concepts, Inc.

Yung Ming Chou Director Joined CHB Board:2020

  • Hospitality and Tourism Management, Hawaii Pacific University
  • Chairman of The Landis Taichung Hotel Co., Ltd.
  • Chairman of Ao Shi Ying Investment Co., Ltd.
  • Corporate Director Representative Chairman of The Landis Taipei Hotel Co., Ltd.
  • Corporate Representative Director of Liz Dining Group Co., Ltd.
  • Director of Pen-Ta Industrial Co., Ltd.
  • Director of Ben-Shang Investment Co. Ltd.
  • Director of Li-Feng Investment Co., Ltd.
  • Director of The Landis Management Co., Ltd.
  • Director of The Landis Investment Co., Ltd.

Chao Tsung Chiu Director Joined CHB Board:2018

  • Dalin Junior High School
  • General Manager of Tien Heng Machinery Co., Ltd.
  • General Manager of CH Biotech R&D Co., LTD.
  • Chairman of Tien Heng Building Co., Ltd.
  • Chairman of Tien Heng Construction Co., Ltd.

Xian-Guo Hsu Director Joined CHB Board:2021

  • Master in Public Administration, Harvard University
  • Master of Law, George Washington University
  • Juris Doctor, University of San Francisco
  • Director of Chenbro Micom Co., Ltd.
  • Adjunct Professor at Center for General Education, National Taiwan University
  • Arbitrator, Chinese Arbitration Association, Taipei
  • Chairman of Yuan-Yi Corp.

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

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

Por Hsiung Lai Independent Director Joined CHB Board:2015

  • School of Pharmacy, Kaohsiung Medical University
  • Management Program of Massachusetts Institute of Technology
  • PHD of Pharmaceutical and Medicinal Chemistry, MCPHS University
  • Founder of Dephoron Group
  • Deputy CEO and Researcher of IBMI
  • Chairman of A-Spine Asia Co., Ltd.
  • Director and General Manager of President Life Sciences Co., Ltd.
  • Chairman of Crux Health Technologies Co., Ltd.
  • Chairman of Shihui Pharmaceutical Co., Ltd.
  • Chairman of Tephoron Co., Ltd.
  • Independent Director of Medigen Biotechnology Corp.
  • Chairman of I-Hsing Technology Co., Ltd.

Kuo Chien Chung Independent Director Joined CHB Board:2015

  • Master of Science in Management, Tamkang University
  • Accountant of Chang-Xin Accounting Firm
  • Chairman of Wu-Shi Co., Ltd.
  • Supervisor of Bai Shou Shan Health Culture Technology Ltd.
  • Director of Sheng Jia Biotech Corp.

Yong-Xiang Chiu Independent Director Joined CHB Board:2021

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

The Board meeting of the Company on February 23, 2021, approved the re-election of nine Directors (including three Independent Directors) at the 2021 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 15 to 24, 2021.

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 four existing Directors (Mr. Cheng-Pang Wu, Mr. Kuang Fu Han, Mr. Brent Randall Smith and Mr. Yung Ming Chou), two Director candidates (Mr. Chao Tsung Chiu and Mr. Xian-Guo Hsu), two existing Independent Directors (Mr. Por Hsiung Lai and Mr. Kuo Chien Chung), and one Independent Director candidate (Mr. Hsieh, Yi-Hong).

The re-election of the 4th Session Board of Directors of the Company was completed at the 2021 Annual Shareholders’ Meeting, and nine Directors (including three Independent Directors) were elected; the directors are Cheng-Pang Wu (Chairman of Zhao Song Investment Co., Ltd.), Kuang Fu Han, Brent Randall Smith, Yung Ming Chou, Chao Tsung Chiu, Xian-Guo Hsu, Por Hsiung Lai (Independent Director), Kuo Chien Chung (Independent Director) and Hsieh, Yi-Hong (Independent Director).

As Independent Director Mr. Hsieh, Yi-Hong proposed to resign as an Independent Director on July 6, 2021, there was a vacant seat of Independent Director. The Board meeting of the Company approved on July 15, 2021 to hold a by-election for one Independent Director at the 1st Extraordinary Shareholders’ Meeting in 2021. According to the Articles of Incorporation of CH Biotech, a candidate nomination system shall be adopted for the election of the Company’s Directors in accordance with the Company Act, Article 192-1. 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 July 19 to 28, 2021. Except for the one Independent Director candidate nominated by the Board of Directors, the Company did not receive any list of other candidates proposed by any shareholders holding over 1% of the total issued Company shares, in writing, during the abovementioned nomination period. The candidate nominated as the Independent Director was Mr. Yong-Xiang Chiu. The by-election of the 4th Session Independent Directors of the Company was completed at the Extraordinary Shareholders’ Meeting in 2021, and one Independent Director, Yong-Xiang Chiu, was elected.

Director Brent Randall Smith resigned from the post as a director on March 2, 2023. At the Board meeting on March 14, 2023, the Board of Directors approved the by-election of one director at the 2023 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 is from March 16 to 25, 2023. Except for the one Director candidate nominated by the Board of Directors, the Company did not receive any list of other candidates proposed by any shareholders holding over 1% of the total issued Company shares, in writing, during the abovementioned nomination period. The candidate nominated as the Director was Loveland Products Canada Inc. The by-election of the 4th Session Directors of the Company was completed at the Annual Shareholders’ Meeting in 2023, and one Director, Loveland Products Canada Inc., was elected.

List of Directors:

Cheng-Pang WuDirector (Chairman of Zhao Song Investment Co., Ltd.)

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

  • Major Past Positions and Current Positions:
    President of NCA Biotech, Inc.
    Chairman of Zhao Song Investment Co., Ltd.
    Chairman of Coffeeland, Inc.
    Director of Wealth Milestone Investment Corp.

Kuang Fu HanDirector

  • Education & Professional Qualifications:
    Department of Chemical Engineering, National Cheng Kung University
    Master of Chemical Engineering, Washington University in St. Louis
    Master of Electrical Engineering, University of Houston
  • Major Past Positions and Current Positions:
    Operation Special Assistant of Chairman’s Office of CH Biotech R&D Co., Ltd.
    Chief Executive Officer of Micro Technology Concepts, Inc.

Brent Randall Smith (Resigned on March 2, 2023) Director

  • Education & Professional Qualifications:
    University Of Wisconsin, Whitewater Bachelor of Business Administration
  • Major Past Positions and Current Positions:
    Loveland Products Inc. VP
    Loveland Products Canada Inc. President
    Advanced Microbial Solutions dba Agricen Director
    Agricen Sciences Director

Yung Ming Chou Director

  • Education & Professional Qualifications:
    Hospitality and Tourism Management, Hawaii Pacific University
  • Major Past Positions and Current Positions:
    Chairman of the Landis Taichung Hotel Co., Ltd.
    Chairman of Ao Shi Ying Investment Co., Ltd.
    Chairman of the Landis Taipei
    Director of Liz Dining Group Co., Ltd.
    Director of Pen-Ta Industrial Co., Ltd.
    Director of Li-Feng Investment Co., Ltd.
    Director of The Landis Management Co., Ltd.
    Director of The Landis Investment Co., Ltd.

Chao Tsung Chiu Director

  • Education & Professional Qualifications:
    Dalin Junior High School
    General Manager of Tien Heng Machinery Co., Ltd.

  • Major Past Positions and Current Positions:
    General Manager of CH Biotech R&D Co., LTD.
    Chairman of Tien Heng Building Co., Ltd.
    Chairman of Tien Heng Construction Co., Ltd.

Xian-Guo Hsu Director

  • Education & Professional Qualifications:
    Master in Public Administration, Harvard University
    Master of Law, George Washington University
    Juris Doctor, University of San Francisco
  • Major Past Positions and Current Positions:
    Director of Chenbro Micom Co., Ltd.
    Adjunct Professor at Center for General Education, National Taiwan University
    Arbitrator, Chinese Arbitration Association, Taipei

Loveland Products Canada Inc.Director (Appointed on May 24, 2023)

Not applicable

Por Hsiung LaiIndependent Director

  • Education & Professional Qualifications:
    School of Pharmacy, Kaohsiung Medical University
    Management Program of Massachusetts Institute of Technology
    PHD of Pharmaceutical and Medicinal Chemistry, MCPHS University
  • Major Past Positions and Current Positions:
    Founder of Dephoron Group
    Deputy CEO and Researcher of IBMI
    Chairman of A-Spine Asia Co., Ltd.
    Chairman and General Manager of President Life Sciences Co., Ltd.
    President of Crux-Healthtec
    Chairman of Sinphar Pharmaceutical Co., Ltd.
    Director of Telon Co., Ltd.
    Independent Director of Medigen Biotech Corp.
    Chairman of I-Hsing Technology Co., Ltd.
    Director of Ai-Ke Health Intelligence Co., Ltd

Kuo Chien Chung Independent Director

  • Education & Professional Qualifications :
    Master of Science in Management, Tamkang University
  • Major Past Positions and Current Positions :
    Accountant of Zhang-Xin Accounting Firm
    Chairman of Wu-Shi Co., Ltd.
    Chairman of Bai Shou Shan Health Culture Technology Ltd.
    Director of Sheng Jia Biotech Corp.

Yong-Xiang Chiu Independent Director

  • Education & Professional Qualifications :
    Department of Law, National Taiwan University
    Lawyer at Guan-Li Law Office
    Judge at district courts (Taichung, Hsinchu, and Keelung)
  • Major Past Positions and Current Positions :
    Director of Zhongli International Co., Ltd.

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, and 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 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 are complying to 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, Por Hsiung Lai, Kuo Chien Chung, and Yong-Xiang Chiu excel at biotechnology, accounting and finance, and law, respectively. All directors and independent directors provide useful guidance for the Company’s various business activities. There is one director who is also an employee of the Company, and the proportion of independent directors is 33%. One independent director has held the position for less than 3 years, while the other two for 3 years or more. There are three directors aged between 71 and 80 years old, five between 61 and 70 years old, and one under 60 years old. Currently, there are no female directors on the Board.

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
41-60 61-70 71-80 Below 3 years Above 3 years
Director Zhaosong Investment Co., Ltd. Chairman: Cheng-Pang Wu ROC Male
Director Kuang Fu Han ROC Male
Director Brent Randall Smith(Note) USA Male
Director Yung Ming Chou ROC Male
Director Chao Tsung Chiu ROC Male
Director Xian-Guo Hsu ROC Male
Director Loveland Products Canada Inc.
Representative: Robert James Christopher Clayton(Note)
AUS Male
Director Por Hsiung Lai ROC Male
Independent Director Kuo Chien Chung ROC Male
Independent Director Yong-Xiang Chiu ROC Male

Note: Director Brent Randall Smith resigned on March 2, 2023; and the by-election of one director was held at the 2023 Annual Shareholders’ Meeting on May 24, 2023 to appoint Loveland Products Canada Inc. as the new director.

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.