Release Date: July 9, 115 Statement Date: July 8, 115 Statement Time: 15:15:26 Company Code: 6838 Company Name: Taishin Pharmaceuticals Co., Ltd. Subject: Announcement of the Implementation Status of Commitments Made by the Company at the Time of Initial Stock Listing Application Applicable Clause: Clause 51 Event Date: July 8, 115
Details: 1. Event Date: July 8, 115 2. Company Name: Taishin Pharmaceuticals Co., Ltd. 3. Relationship with Company (enter '本公司' or 'subsidiary'):本公司 (the Company) 4. Cross-shareholding Ratio: Not applicable 5. Reason for Occurrence: In accordance with the letter issued by the Taiwan Stock Exchange Corporation on June 24, 113 (No. 1131802997), this announcement discloses the implementation status of commitments made by the Company at the time of its initial stock listing application, as of the second quarter of year 115. The commitments are as follows:
I. For three years after listing, the following actions shall be taken regarding transaction contracts with AimMax Therapeutics, Inc., Tai康 Biotech Inc., Tai-Yao Chemical Co., Ltd., and related parties: 1. Include such transactions in the annual internal audit scope and report to the Audit Committee. 2. Report quarterly transaction amounts, ratios, terms, and related information to the Audit Committee. 3. All transaction contracts must be approved or retroactively ratified by the Audit Committee. 4. The annual transaction amount ceiling approved by the Board of Directors, actual transaction amounts, and terms shall be reported to the shareholders' meeting.
II. Supervision and management of subsidiary Activus Pharma Co., Ltd.: 1. Regularly report to the Audit Committee and Board of Directors on the subsidiary's fund utilization, patent planning, and future operational plans. 2. Amend the Company’s Articles of Incorporation to include: "Before the subsidiary Activus Pharma Co., Ltd. transfers all of its patent rights to the Company, any reduction in the Company’s shareholding ratio in Activus Pharma Co., Ltd. must be approved by the Company’s Board of Directors and then passed by the shareholders’ meeting."
III. No contract signing shall be delegated to the legal department of the parent company, Tai-Yao Chemical Co., Ltd. for review or processing.
6. Remedial Measures: 1.1 The audit of transactions with AimMax, Tai-Kang, Tai-Yao, and related parties has been included in the March 115 audit plan. 1.2 Quarterly transaction amounts, ratios, terms, and related information were reported to the Audit Committee on May 11, 115. 1.3 The related-party transaction contracts for this quarter have been submitted and approved by the Audit Committee. 1.4 In accordance with the commitment, the report was presented at the 115 annual shareholders’ meeting.
2.1 The fund utilization status of subsidiary Activus Pharma Co., Ltd. for year 114 was reported to the Audit Committee and Board of Directors on March 10, 115. 2.2 The Board of Directors resolved on March 10, 114 to amend the Articles of Incorporation, which was subsequently approved at the 114 annual shareholders’ meeting.
3. The Company has signed a retainer agreement with Ching-Chen Law Firm and hired dedicated legal personnel.
7. Other Matters to be Disclosed: None.
FACT BOX
- Source: PR Times
- Category: News
- Organizations: AimMax Therapeutics, Inc. / Activus Pharma Co., Ltd.