Taiwan Liposome : 2021 First EGM Minutes

Taiwan Liposome Company, Ltd.

Meeting Minutes for the First Extraordinary General Meeting of

2021 (the "Meeting")

(Translation)

Time:	August 20, 2021 (Friday) 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: 66,263,344 shares. Total outstanding TLC shares:
	84,154,934 shares. Percentage of shares held by shareholders
	present in person or by proxy: 78.73%.
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 has been 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:Amendments to the Company's 2020 and 2018 employee stock option

grant and subscription plans.

Explanation:

1. In order to meet the Company's operational need, it is proposed to amend the Company's 2020 and 2018 employee stock option grant and subscription plans.
2. The comparison tables for the amendments to the Company's 2020 and 2018 employee stock option grant and subscription plans can be found on Handbook under Exhibit 1.

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Item No. 2:Report of special committee for merger and acquisition.

Explanation:

Pursuant to Article 6 of the Business Mergers and Acquisitions Act, Articles 2 and 6 of the Regulations Governing the Establishment and Related Matters of Special Committee of Public Companies for Merger/Consolidation and Acquisition and Articles 4 and 6 of the Company's Charter for the Special Committee for Merger and Acquisition, the audit committee of the Company acted as the special committee for merger and acquisition of the Company and performed their duty fairly and reasonably to deliberate the Share Swap transaction between Woods Investment Company, Ltd and the Company. The outcome of deliberation can be found on Handbook under Exhibit 2.

II. Items for Discussion

Item No. 1:To approve share swap with Woods Investment Company, Ltd. and application for termination of TPEx trading according to the Business Mergers and Acquisitions Act. (Proposed by the Board of Directors)

Explanation:

1. In order to facilitate the long term development of the Company, to realize the shareholders' investment and utilize the efficiency and scale of foreign public offerings, so as to elevate operation efficacy, the Company and Woods Investment Company, Ltd. ("Woods") intend to conduct share swap according to the Business Mergers and Acquisitions Act ("MAA") and the relevant Taiwan laws and regulations. Woods will issue series B special shares as consideration in exchange for 100% equity shares of the Company (the "Share Swap"). The share swap ratio for this Share Swap is 1 common share of the Company for 1 series B special share of Woods. Woods will acquire 100% of the Company's shares after the Share Swap, and the Company will become the wholly-owned subsidiary of Woods.
2. The Board Of Directors at the board meeting of the Company held on 5 July 2021 (the "Board Meeting") resolved to sign the "Share Swap Agreement". Please refer to Handbook under Exhibit 3 for an English translation of the Share Swap Agreement. The opinions from independent experts have been presented to support the fairness of the consideration of Share Swap. Please refer to Handbook under Exhibit 4.
3. Pursuant to paragraph 3 of Article 5 of the MAA, in the event of a merger and acquisition transaction, where a director has conflict of interest in such transaction, the director shall explain to the Board Of Directors and

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shareholders' meeting in respect of such conflict of interest and reasons for or against the transaction. For director's explanation for his or her conflict of interests with respect to the Share Swap:

1. Yuhua Lin is the chairlady of Chang Shyang Enterprise CO., LTD. which is the corporate director of the Company. She has subscribed to1,000,000 series A- 1 special shares of Woods, and signed the securities purchase agreement with PAG Growth Lynx Holding (BVI) Limited ("PAG") as well, to pledge the aforesaid shares to PAG for the repayment of the exchangeable note. Yuhua Lin or Chang Shyang Enterprise CO., LTD. will operate business of Woods; therefore, Chang Shyang Enterprise CO., LTD. and its representative excused themselves from the board meeting with respect to the Share Swap.
2. Tom Chen's second-degree kinship Leemei Chen, has subscribed to 2,520,000 series A-2 special shares of Woods. Therefore, Tom Chen, the independent director excused himself from the audit committee meeting and Board Meeting with respect to the Share Swap.
3. The Chairman of the Company, Keelung Hong and the director of the Company, Moun-Rong Lin, already signed the Letter of Intent ("LOI") and agreed to participate in the restructuring plan of the Woods after completion of the Share Swap transaction. The LOI is in the same form and substance with the other letters of intent signed by other shareholders of the Company, and did not give privilege to the Chairman and the director; therefore, the Chairman of the Company, Keelung Hong and the director of the Company, Moun-Rong Lin, did not excuse themselves from the Board Meeting with respect to the Share Swap. Considering the long term development of the Company and the interests of the shareholders, they voted to approve the Share Swap in the aforesaid meeting.

4. After Share Swap, Woods will conduct a restructuring with a newly incorporated Cayman entity, TLC BioSciences Corp. After such restructuring, Woods will become the wholly-owned subsidiary of TLC BioSciences Corp. Holders of series B special shares of Woods may, by ten days before the maturity date of series B special shares, apply to convert series B special shares of Woods into common shares of Woods at the ratio of 1:1 and participate in the restructuring of Woods by submitting documents prescribed by Woods including the necessary approval of the regulatory authority if required. Series B special shares not converted will be automatically redeemed on the maturity date. The sources of funds of Woods with respect to its redemption of its series B special shares are: (1) cash capital increase by issuing series A special shares; and (2) loan from TLC BioSciences Corp. The source of funds of the loan provided by TLC BioSciences Corp. is from the sale of the exchangeable note to PAG.

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1. Please refer to Exhibit 3 of this Handbook and the main terms of Series B special shares issued by Woods are summarized below:
2. 1. Series B special shares will be matured after one(1) month starting from the date of issuance. Unless otherwise repurchased and cancelled by the company, or converted into common shares of the company, the series B special shares shall be redeemed by the company at the issue price without consent from the holders of the series B special shares.
   2. The holders of Series B Special Shares are not eligible for stock interest, but are eligible for distributions of cash out of earnings and the capital reserve.
   3. Series B special shares do not have voting right, and shareholders of Series B special shares have no rights to be elected as directors and supervisors.
   4. From the issuance date of series B special shares to ten (10) days before the maturity date (exclusive of the maturity date), the shareholders of series B special shares may inform Woods to convert all or part of series B special shares into common shares at the ratio of 1:1 at any time.
   5. After submission of the conversion application by the shareholders of series B special shares, the record date of conversion shall be determined by the board of Woods. After conversion, the rights and obligations of the shareholder of series B special shares are the same as the shareholder of common shares.
   6. In the event of issuance of new shares upon capital increase by Woods, the shareholders of series B special shares and common shares have the same preemptive right.
   7. If Woods is dissolved or liquidated, the shareholders of series B special shares shall rank pari passu with shareholders of common shares in the distribution of the remaining assets, but shall be junior to the creditors of Woods, and the shareholders of series A special shares.
3. For the procedures of converting series B special shares into common shares of Woods, and the organizational restructuring of Woods, please refer to "Q&A of Share Swap and the Restructuring" published at TLC website.
4. Please read carefully the Q&A before you choose to convert series B special shares into common shares. This Q&A may be updated from time to time, and Woods will send an offer document that would give all registered shareholders of the series B special shares (including ADS depositary) the opportunity to convert the series B special shares into common shares of Woods.
5. Upon the approval for the Share Swap by the Company's shareholders' meeting, the Company proposes to apply for delisting from TPEx and apply for cessation of public company status with the FSC. With respect to the ADS listed on NASDAQ, the Company will apply for delisting of the ADS from NASDAQ. The Company anticipates that the completion date of the Share Swap, the termination date of TPEx-listing, the cessation of the Company's public

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company status in Taiwan and the delisting date of ADS from NASDAQ will be the same date.

1. Please refer to the report item No.2 for the review result of the special committee pursuant to paragraph 1 of Article 6 of the MAA.
2. Pursuant to the Share Swap Agreement, the tentative completion date for the Share Swap is October 8, 2021. However, if either party to the Share Swap Agreement fails to obtain the requisite approval from the competent authorities, complete the requisite reporting procedure and obtain requisite corporate approvals (including board of directors and/or shareholders' meeting approvals) or satisfy the closing conditions in the Share Swap Agreement, it is proposed to authorize the independent director, May Kang to change the completion date together with Woods and to make public announcement.
3. It is proposed to authorize the independent director, May Kang or her designee(s) may individually or jointly, for and on behalf of the Company, to take any action(s) with respect to the Share Swap, including but not limited to, filing and submitting application or report to the competent authorities, and handle such matters pursuant to the most updated laws and regulations and administrative guidelines.

A shareholder with the shareholder account number 18433 raised questions about TLC599. The questions raised by such shareholder were answered and explanations were provided by relevant personnel designated by the Chairman.

Note: Written Dissent Given Prior or During the Shareholders Meeting, pursuant to the Business Mergers and Acquisitions Act：65,509 shares in total, of which 35,000 shares did not attend the Meeting, and remaining 30,509 shares attended the meeting and submitted written dissent.

Resolution: The number of shares represented by shareholders attending the Meeting was 66,232,835 shares (without dissenting shares 30,509 votes); the number of shares voting to approve the resolution was 65,064,057 shares (including 4,128,989 votes cast by electronic means), approximately 98.23% of voting shares; the number of shares voting against the resolution was 39,304 shares (including 16,304 votes cast by electronic means), 0.05% 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 1,129,474 shares (including 922,458 votes cast by electronic means), approximately 1.70% of voting shares. This agenda item was hereby approved as proposed.

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