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BRIM AGM Information 2026

May 12, 2026

52650_rns_2026-05-12_5db38e69-6228-43a2-ae65-67aab0a66044.pdf

AGM Information

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BRIM BIOTECHNOLOGY, INC.

Reference Materials for 2026 Annual General Shareholders' Meeting

Meeting Format: Physical Shareholders' Meeting

Date and Time: 10:00 a.m., June 12, 2026

Venue: No. 335, Ruiguang Road, Neihu District, Taipei City
(t.Hub Startup Incubation Center, Meeting Room 102)

Matters for Recognition

Proposal 1
Proposed by the Board of Directors

Proposal: Annual Report and Individual and Consolidated Financial Statements for 2025, submitted for recognition.

Explanation:
I. The Company's 2025 individual and consolidated financial statements have been audited by CPAs Yen Yu-Fang and Huang Pei-Chuan of PricewaterhouseCoopers, who have issued an unqualified audit report. The financial statements and annual report have been approved by the Company's Audit Committee and the Board of Directors.
II. Please refer to Attachment 1 (pages 11-16) and Attachment 4 (pages 22-43) of the meeting handbook for the Annual Report, CPA Audit Report, and Financial Statements.
III. The above proposals are hereby submitted for recognition.

Resolution:


Proposal 2

Proposed by the Board of Directors

Proposal: Proposal for covering the 2025 deficit, submitted for recognition.

Explanation:
I. Please refer to Attachment 5 (page 44) of the meeting handbook for the Company's 2025 Deficit Compensation Statement.
II. Considering the Company's future financial planning and operational requirements, it is proposed to appropriate NT$400,000 thousand from the capital surplus to partially cover the deficit.
III. As the Company is still in the new drug development stage, it remains in a deficit position with no accumulated earnings available for distribution.
IV. This proposal has been approved by the Audit Committee and resolved by the Board of Directors, and is hereby submitted to the 2026 Annual Shareholders' Meeting for recognition in accordance with relevant regulations.
V. The above proposals are hereby submitted for recognition.

Resolution:

Discussion Items

Proposal 1

Proposed by the Board of Directors

Proposal: Amendment to the "Articles of Incorporation", submitted for discussion.

Explanation:
I. In compliance with the amendments to the requirements prescribed by the competent authority and to accommodate practical operational needs, the Company proposes to amend certain provisions of the Company's "Articles of Incorporation". For a comparison table of the Articles before and after amendment, please refer to Attachment 6 (page 45) of the meeting handbook.
II. This proposal has been approved by the Board of Directors and is hereby submitted to the shareholders' meeting for deliberation.
III. The above proposals are hereby submitted for discussion.

Resolution:


Proposal 2
Proposed by the Board of Directors

Proposal: Amendments to the "Regulations Governing the Acquisition and Disposal of Assets", submitted for discussion.

Explanation:
I. In compliance with the amendments to the actual needs and legal requirements, the Company proposes to amend certain provisions of the Company's "Regulations Governing the Acquisition and Disposal of Assets". For a comparison table of the Regulations before and after amendment, please refer to Attachment 7 (pages 46-48) of the meeting handbook.
II. This proposal has been approved by the Board of Directors and is hereby submitted to the shareholders' meeting for deliberation.
III. The above proposals are hereby submitted for discussion.

Resolution:

Proposal 3
Proposed by the Board of Directors

Proposal: Amendment to the "Rules of Procedure for Shareholders' Meetings", submitted for discussion.

Explanation:
I. To align with practical needs and revisions to laws and regulations, the Company proposes amendments to certain articles of its "Rules of Procedure for Shareholders' Meetings". Please refer to Attachment 8 (Pages 49-52) of the meeting handbook for a comparison of the articles before and after the amendment.
II. This proposal has been approved by the Board of Directors and is hereby submitted to the shareholders' meeting for deliberation.
III. The above proposals are hereby submitted for discussion.

Resolution:

Proposal 4
Proposed by the Board of Directors

Proposal: Proposed Issuance of Common Shares for Global Depositary Receipt (GDR), submitted for discussion.

Explanation:
I. To address new drug research and development expenses, replenish working capital, support long-term strategic alliances, meet other funding needs for the Company's future development and to strengthen its competitiveness and diversifying financing channels, management proposes to request shareholder approval authorizing the Board of Directors to, when conditions are favorable and depending


on prevailing financial market conditions, issue up to 40,000,000 shares of common stock in one or multiple tranches. The principal terms are described below.

II. Methods of Fundraising and Governing Principles:

Except for reserving 10% to 15% of the total number of new shares to be issued for employees of the Company and companies controlled or subordinate to the Company who meet certain criteria, the remaining 85% to 90% was publicly offered overseas in the form of GDR by waiving the preemptive rights of the original shareholders as resolved at the shareholders’ meeting in accordance with Article 28-1 of the Securities and Exchange Act. If employees do not subscribe to their full allocation, the Chairman is authorized to negotiate with designated parties for subscription at the offering price, or to include the existing securities in a potential GDR offering, as market conditions require.

III. The issuance price for GDR, in accordance with the regulations governing the solicitation and offering of securities by companies assisted by underwriting securities firms, must not be lower than 90% of the closing price of the company’s common stock on the Taiwan Stock Exchange at the pricing date, or the simple arithmetic mean of the closing prices of the common stock on one, three, or five business days prior to the pricing date, adjusted for any free stock distributions (or capital reductions) and after the deduction of any dividends. However, the pricing method may be adjusted to comply with changes in applicable domestic laws and regulations, and the Chairman and/or their designee is authorized to determine it in consultation with the securities underwriters, reference to the current international capital market and domestic market prices, as well as aggregate subscription figures.

IV. The issuance of GDR will facilitate the raising of international capital and enhance the Company’s international visibility and recognition, which will be beneficial in attracting international business partners and increasing opportunities for strategic alliances and licensing cooperation. Upon successful completion of the


fundraising, the Company's value and new drug research and development efforts may gain recognition from international institutional investors, thereby helping strengthen the Company's market value. After the issuance of all new shares under this cash capital increase, the maximum dilution ratio to existing shareholders' shareholding percentage will be 23.12%. Although the dilution ratio is relatively high, considering that the Company is still in the new drug development stage and has substantial funding needs, while domestic fundraising remains relatively difficult, the expected benefits from the GDR issuance and capital increase are anticipated to strengthen the Company's market value and enhance its competitiveness, which will be beneficial to the Company's future development.

V. Following shareholder approval for the issuance of common shares to support the issuance of GDR in the cash capital increase, the Board of Directors and/or its authorized or designated persons are authorized to handle all matters related to the GDR issuance plan, including the actual number of shares issued, issuance conditions, the actual issuance price, amount, source of funds, use of funds, project details, scheduled progress, and estimated potential benefits. This authorization also covers revisions as instructed by the competent authorities or necessitated by changes in market conditions and the objective environment, as well as any other matters not fully addressed in this proposal.

VI. The rights and obligations of the newly issued shares under this proposal shall be identical to those of the Company's existing issued common shares.

VII. This proposal has been approved by the Board of Directors and is hereby submitted to the shareholders' meeting for discussion.

VIII. The above proposals are hereby submitted for discussion.

Resolution:

Election Matters

Proposal 1

Proposed by the Board of Directors


Proposal: To elect 9 directors of the Company (including 3 independent directors); submitted for election.

Explanation:
I. The term of office of the Company’s current directors expired on February 7, 2026. To accommodate the Company’s operational needs and adjustments to the shareholder structure, it is proposed to re-elect all directors and independent directors at the 2026 annual shareholders’ meeting.
II. In accordance with the Company’s Articles of Incorporation, it is proposed to elect nine directors (including three independent directors) through a candidate nomination system. The term of office for the newly elected directors began on June 12, 2026, and will continue to June 11, 2029, for a term of three years.
III. The list of director candidates was reviewed and approved by the Board on March 9, 2026. Please refer to Attachment 9 of the meeting handbook (pages 53-57) for details on their education, experience, and other relevant information.

Election results:

Other proposals

Proposal 1
Proposed by the Board of Directors

Proposal: Discussion Regarding the Release of Non-Compete Restrictions for Newly Appointed Directors (Including Independent Directors) and Their Representatives.

Explanation:
I. According to Article 209 of the Company Act, when a director conducts business for himself or others within the scope of the Company's business, the director shall explain the essential contents of such conduct to the shareholders' meeting and obtain its permission.
II. To support the Company’s diversified development, it is proposed that, if the actions of the new directors do not harm the Company’s interests, they should not be subject to the restrictions of Article 209 of the Company Act. The details regarding the waiver of the non-compete clause for the new directors are provided in Attachment 10 (Pages 58-59) of the meeting handbook.


Resolution:

Extemporaneous Motions

Adjournment