Taiwan Liposome : 2021 AGM Minutes

Taiwan Liposome Company, Ltd.

2021 ANNUAL GENERAL MEETING MINUTES

(Translation)

Time:	August 19, 2021 (Thursday) at 9:00 a.m.
Venue:	7F, No. 3, Yuanqu St., Nangang Dist., Taipei City (Meeting
	room)
Attendance:	Total shares represented by shareholders present in person or
	by proxy: 52,833,401 shares. Total outstanding TLC shares:
	84,154,934 shares. Percentage of shares held by shareholders
	present in person or by proxy: 62.78%.
Directors present(2)：	Chang Shyang Enterprise Co., Ltd - Chan Yu Lee, May
	Kang
Directors present by	Keelung Hong
proxy (1):
Others (2):	Chiahung Lin (C.P.A., PricewaterhouseCoopers,Taiwan),
	Jacqueline Fu (Attorney, K&L Gates)
Chairman：Chan Yu Lee	Recording Secretary：Carina Chen

Calling the meeting to order：A quorum was met in accordance with Article 174 of the Company Act, and the Chairman called the meeting order.

Chairman's Remarks: (omitted)

I. Items for Reporting

Item No. 1:The 2020 operational report and the implementation report for the sound operating plan.

Explanation:

1. The 2020 operational report can be found on Handbook under Exhibit 1.
2. The implementation report for the sound operating plan can be found on Handbook under Exhibit 2.

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Item No. 2:The report on implementation status for the private placement of 2020. Explanation:

The proposal for the private placement of 2020 was approved by the general meeting of 2020. However, the outbreak of the COVID-19 pandemic slowed down investment activities worldwide, and the Company failed to accomplish private placement within the stipulated period.

Item No. 3:The review audit report for 2020 prepared by the Audit Committee. Explanation:

The audit committee's review report for 2020 can be found on Handbook under Exhibit 3.

Item No. 4:Amendments to the "Rules of Procedures for Board Meetings" and the "Codes of Ethics for Directors and Managerial Officers."

Explanation:

The comparison tables for the amendments to the Company's "Rules of Procedures for Board Meetings" and the "Codes of Ethics for Directors and Managerial Officers" can be found on Handbook under Exhibit 4.

II. Items for Ratification

Item No. 1:Ratify the 2020 financial statements and the operational report. (Proposed by the Board of Directors)

Explanation:

1. The 2020 individual and consolidated financial statements have been audited by independent certified public accountants Lin Chia-Hung and Liang Hua-Ling of PricewaterhouseCoopers Taiwan, and an audit report has been issued without reservations.
2. The aforementioned financial statements and operational report have been approved by the Company's Audit Committee and the Board of Directors. Thus, the Board of Directors hereby submits the aforementioned financial statements and operational report to the shareholders' meeting for ratification.
3. Independent certified public accountant's reports and other financial statements can be found on pages 26 to 45 of this Handbook under Exhibit 5. The operational report can be found on pages 12 to 17 of this Handbook under Exhibit 1, and the Audit Committee's review report can be found on Handbook

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under Exhibit 3.

Resolution: The number of shares represented by shareholders attending the Meeting was 52,833,401 shares; the number of shares voting to approve the resolution was 52,708,989 shares (including 2,868,170 votes cast by electronic means), approximately 99.76% of voting shares; the number of shares voting against the resolution was 24,067 shares (including 24,067 votes cast by electronic means), 0.04% of voting shares; the number of invalidated votes was 0 shares, 0.00% of voting shares; the total number of abstentions and shares present but not voting was 100,345 shares (including 70,442 votes cast by electronic means), approximately 0.18% of voting shares. This agenda item was hereby approved as proposed.

Item No. 2:Ratify the 2020 deficit compensation proposal. (Proposed by the Board of Directors)

Explanation:

1. The Company's 2020 financial statements, after being audited by independent certified public accountants, showed a deficit for the period of NT$981,516,757, and after adding this amount into the accumulated deficit as of the beginning of 2020 and making relevant adjustments, showed an accumulated deficit of NT$2,699,973,887 in 2020, an amount that is no less than half of the Company's paid-in capital. It is proposed to compensate for the aforementioned deficit out of the realized capital reserve in an amount of NT$2,167,953,950, and the accumulated deficit after the aforementioned compensation would be NT$532,019,937. Please refer to the 2020 Deficit Offset Statement below for more details.
2. Due to the lack of retained earnings, the Company does not intend to distribute dividends and bonuses this year.

Taiwan Liposome Company, Ltd.

2020 Deficit Offset Statement

				(In NTD)
Items	Amount
Subtotal	Total
Undistributed Earnings in the beginning of	($1,717,774,746)
2020

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2020 retained earnings adjustment Undistributed Earnings with adjustments 2020 net income (deficit)

Deficit to be offset at the end of 2020 Deficit Offset

Capital reserve - common share premium Accumulated deficit at the end of 2020

(682,384)

(1,718,457,130)

(981,516,757)

($2,699,973,887)

2,167,953,950 2,167,953,950

($532,019,937)

Chairman of the Board:	Officer:	Head of the	Accounting
			Dept.:

Resolution: The number of shares represented by shareholders attending the Meeting was 52,833,401 shares; the number of shares voting to approve the resolution was 52,722,988 shares (including 2,882,169 votes cast by electronic means), approximately 99.79% of voting shares; the number of shares voting against the resolution was 25,068 shares (including 25,068 votes cast by electronic means), 0.04% of voting shares; the number of invalidated votes was 0 shares, 0.00% of voting shares; the total number of abstentions and shares present but not voting was 85,345 shares (including 55,442 votes cast by electronic means), approximately 0.16% of voting shares. This agenda item was hereby approved as proposed.

Item No. 3:Ratify the amendments of the plan relating to the 2020 secondary public offering. (Proposed by the Board of Directors)

Explanation:

1. 2020 capital increase by cash contribution plan of the Company (with respect to the issuance of 10,000,000 ordinary shares, the "Plan") was filed and effective on May 13, 2020 pursuant to the Financial Supervisory Commission's letter No. 1090339701 (the integrated Plan comprises of 2018 overseas depositary receipts and 2019 secondary public offering).
2. The purpose of the revised plan is to maintain the Company's ability to continue research and development and expand research for new forms/new formulas, and it is necessary to re-allocate the resources for these purposes. The revised Plan should not have a material effect on shareholders' interests.
3. The changes to the Plan and the summary of opinion of original lead underwriter can be found on Handbook under Exhibit 6.
4. The changes to the Plan were approved by the Board of Directors of the Company on March 30, 2021, except that it will be announced pursuant to the

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competent authority's related regulations.

Resolution: The number of shares represented by shareholders attending the Meeting was 52,833,401 shares; the number of shares voting to approve the resolution was 52,707,989 shares (including 2,867,170 votes cast by electronic means), approximately 99.76% of voting shares; the number of shares voting against the resolution was 25,067 shares (including 25,067 votes cast by electronic means), 0.04% of voting shares; the number of invalidated votes was 0 shares, 0.00% of voting shares; the total number of abstentions and shares present but not voting was 100,345 shares (including 70,442 votes cast by electronic means), approximately 0.18% of voting shares. This agenda item was hereby approved as proposed.

III. Items for Discussion

Item No. 1:Proposal on releasing directors from non-competition restrictions. (Proposed by the Board of Directors)

Explanation:

1. In order to meet the actual business needs of the Company, it is proposed to present to the general meeting for approval, pursuant to Article 209 of the Company Act, a proposal to release the directors from non-competition restrictions with regard to engaging in business that falls within the scope of the Company's business, either for the director himself/herself or on behalf of others, provided that such engagement shall not impair the Company's interests.
2. The details of competing activities engaged in by the directors are listed on Handbook under Exhibit 7.

Resolution: The number of shares represented by shareholders attending the Meeting was 52,833,401 shares; the number of shares voting to approve the resolution was 52,714,189 shares (including 2,873,370 votes cast by electronic means), approximately 99.77% of voting shares; the number of shares voting against the resolution was 39,067 shares (including 39,067 votes casted by electronic method), 0.07% of voting shares; the number of invalidated votes was 0 shares, 0.00% of voting shares; the total number of abstentions and shares present but not voting was 80,145 shares (including 50,242 votes cast by electronic means), approximately 0.15% of voting shares. This agenda item was hereby approved as proposed.

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