德英生物科技
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Important resolutions of the Board of Directors in 2013

Important Resolutions of the Board of Directors in 2013 (Year 102)

▌Note: The table can be scrolled horizontally
Date Meeting Main Agenda Resolution
2013.03.22 1st Board Meeting Agenda 1: The Company’s 2012 (Year 101) Financial Statements submitted for review.
Agenda 2: The Company’s 2012 Business Report and Deficit Compensation Statement submitted for discussion.
Agenda 3: Proposal that no stock or cash dividends be distributed for 2012 submitted for discussion.
Agenda 4: Completion of the Company’s 2012 internal control self-assessment and issuance of the Internal Control System Statement submitted for discussion.
Agenda 5: Proposal for a full re-election of the Company’s directors submitted for discussion.
Agenda 6: Establishment of the “Corporate Governance Best Practice Principles” submitted for discussion.
Agenda 7: Establishment of the “Code of Ethical Conduct” submitted for discussion.
Agenda 8: Commitment Letter regarding the feedback mechanism derived from the U.S. Phase II technology project application for GE Biotech SR-T100 AK submitted for discussion.
Agenda 9: Arrangements for convening the 2013 (Year 102) Annual Shareholders’ Meeting submitted for discussion.		 1. Approved as proposed; after being audited and certified by CPAs Lin, Tzu-Yu and Liu, Tzu-Meng of PricewaterhouseCoopers Taiwan, the statements will be submitted to the shareholders’ meeting for acknowledgment.
2. Approved as proposed and submitted to the shareholders’ meeting for acknowledgment.
3. Approved as proposed and submitted to the shareholders’ meeting for discussion.
4. Approved as proposed.
5. Approved as proposed; it was resolved to convene another Board meeting on May 3 to review and confirm the qualifications of all director and independent director candidates, and then submit them to the shareholders’ meeting for election.
6. Approved as proposed and reported to the shareholders’ meeting.
7. Approved as proposed and reported to the shareholders’ meeting.
8. Approved as proposed for signing this Commitment Letter.
9. Approved as proposed.
2013.05.03 2nd Board Meeting Agenda 1: The Company’s 2013 Q1 Financial Statements submitted for review.
Agenda 2: Review of matters related to five director and three independent director candidates nominated by the Board and shareholders, and explanation of their terms of office submitted for resolution.
Agenda 3: Amendments to certain provisions of the Company’s Articles of Incorporation submitted for discussion.
Agenda 4: Amendments to the “Reporting Items” and “Discussion Items” for the 2013 Annual Shareholders’ Meeting submitted for discussion.		 1. Approved as proposed.
2. Approved as proposed regarding the qualification review and term explanations for the five director and three independent director candidates, which will be submitted to the shareholders’ meeting for election.
3. The amendment to the Articles of Incorporation was approved as proposed and submitted to the shareholders’ meeting for discussion.
4. Approved as proposed for the revisions to the reporting and discussion items of the shareholders’ meeting.
2013.06.18 3rd Board Meeting Agenda 1: Election of the Chairman of the Board submitted for discussion.
Agenda 2: Election of the Convener of the Audit Committee submitted for discussion.
Agenda 3: Appointment of members of the Remuneration Committee and election of one member as Convener submitted for discussion.		 1. Agreed to elect Mr. Kuo, Kuo-Hua as Chairman of the Board.
2. Agreed to elect Ms. Li, Mei-Fang as Convener of the Audit Committee.
3. Agreed that the Company’s 2nd Remuneration Committee shall comprise the newly appointed independent directors Ms. Li, Mei-Fang, Mr. Lin, Chih-Tsung, and Mr. Lin, Li-Wei, with a term of office until 2016.06.17, and that Ms. Li, Mei-Fang be elected as Convener.
2013.08.09 4th Board Meeting Agenda 1: The Company’s 2013 Q2 Financial Statements submitted for review.
Agenda 2: Appointment of an accounting manager concurrently serving as finance manager submitted for discussion.
Agenda 3: Amendments to the Company’s Internal Control System submitted for discussion.		 1. Approved as proposed.
2. The personnel appointment proposal was approved as proposed.
3. Approved as proposed.
2013.11.08 5th Board Meeting Agenda 1: The Company’s 2013 Q3 Financial Statements submitted for review.
Agenda 2: Proposal for the Company to re-evaluate the land needed for construction of a GMP API plant, PIC/S pharmaceutical plant, and administration building submitted for discussion.		 1. Approved as proposed.
2. Approved as proposed to purchase land parcel No. 732 in Tainan Technology Industrial Park and to pay the total land price of NT$73,636,000 and the management fund of NT$736,360 (1%) within two months in accordance with regulations, with payment expected to be completed by 2013.11.29. Subsequent plant construction matters shall be handled in accordance with the “Procedures for Acquisition or Disposal of Assets.”
2013.12.13 6th Board Meeting Agenda 1: Establishment of the Company’s 2014 (Year 103) Budget submitted for discussion.
Agenda 2: Establishment of the Company’s 2014 Audit Plan submitted for discussion.
Agenda 3: Evaluation of additional land required for construction of a GMP API plant, PIC/S pharmaceutical plant, and administration building submitted for discussion.		 1. The 2014 Budget was approved as proposed.
2. Approved as proposed.
3. Approved as proposed for the purchase of land parcel No. 733 from the Industrial Development Bureau, Ministry of Economic Affairs; if approved, the land price and management fund (1%) shall be paid in full within two months to facilitate subsequent construction, which shall be handled in accordance with the “Procedures for Acquisition or Disposal of Assets.”