1. Description and Nature of the Subject Matter (for preferred shares, specify issuance terms such as dividend rate): Global rights to clinical development, registration, manufacturing, and commercialization of U101

2. Date of Occurrence: 115/7/2

3. Date of Board Approval: July 2, 115 (Republic of China calendar)

4. Other Approval Dates: Not applicable

5. Transaction Quantity, Unit Price, and Total Amount: Total contract value (including development and sales milestone payments) is USD 750 million

6. Counterparty and Relationship with the Company (if the counterparty is a natural person and not a related party, name disclosure may be omitted): TCM Life Science Inc. is a U.S.-established subsidiary wholly owned (100%) by the Company

7. If the counterparty is a related party, state the reason for selection, previous owner, relationship between previous owner and the company/counterparty, transfer date, and amount: Reason for selecting related party: Based on corporate resource allocation and R&D strategy Previous owner: Not applicable Relationship: Not applicable Transfer date and amount: Not applicable

8. If the asset was owned by a related party of the company within the past five years, disclose acquisition/disposal date, price, and relationship at the time: Not applicable

9. Matters related to the assignment of receivables (including types of collateral attached to assigned receivables; if receivables from related parties are involved, disclose names and book value): Not applicable

10. Gain (or loss) from disposal (not applicable for acquisition of securities) (if deferred, explain recognition): Not applicable

11. Delivery or payment terms (including payment schedule and amounts), contractual restrictions, and other important provisions: The contract shall only become effective upon the subsidiary’s confirmed receipt of external funding or re-licensing income. The subsidiary will make milestone payments and royalty payments in stages during the development and commercialization phases of U101.

12. Decision-making process, basis for pricing, and decision-making body: The Company’s Audit Committee and Board of Directors, referring to the valuation report on U101 issued by an independent valuation firm and the reasonableness opinion from the accountant, approved the transaction after thorough discussion.

13. Net asset value per share of the securities-issuing company (if applicable): Not applicable

14. Cumulative holdings (including this transaction) of securities, amount, ownership percentage, and restricted rights (e.g., pledge status) to date: Not applicable

15. Proportion of securities investments (including this transaction) under Article 3 of the 'Asset Acquisition and Disposition Guidelines for Publicly Issued Companies' to total assets and equity attributable to owners of the parent in the latest financial statements, and the amount of working capital in the latest financial statements: Not applicable

16. Broker and brokerage fees: Not applicable

17. Specific purpose or use of the acquisition or disposal: Based on corporate resource allocation and R&D strategy.

18. Dissenting director opinions on this transaction: None

19. Is this a related-party transaction: Yes

20. Date of supervisor approval or audit committee consent: July 2, 115 (Republic of China calendar)

21. Did the accountant issue a non-reasonable opinion on this transaction: No

22. Name of accounting firm: Shuo Yi United Certified Public Accountants

23. Name of accountant: You Shang逸

24. Accountant’s license number: Financial Supervisory Commission Certificate No. 7707

25. Does this involve a change in business model: No

26. Explanation of business model change: Not applicable

27. Transaction history with the counterparty in the past year and expected in the next year: Not applicable

28. Source of funds: Not applicable

29. Previous date of material information disclosure on the same event: Not applicable

30. Other explanatory matters: None

FACT BOX

  • Source: PR Times
  • Category: Partnership
  • Organizations: TCM Life Science Inc.
  • Products / services: U101