Shuling Jiang
About Shuling Jiang
Shuling Jiang (age 69) is a director of ABVC BioPharma. She has served as a director for BioLite, Inc. and BioFirst Corp since 2017, and as Managing Director of BioKey, Inc. since 2022. She holds a Bachelor’s degree from National Taiwan Normal University School of Music (1978) and a Master’s degree from Northwestern University School of Music (1983). She is the spouse of Dr. Tsung‑Shann (T.S.) Jiang, ABVC’s Chief Strategy Officer, per ABVC’s February 8, 2024 8‑K disclosure.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BioLite, Inc. | Director | Since 2017 | Not disclosed |
| BioFirst Corp. | Director | Since 2017 | Not disclosed |
| BioKey, Inc. | Managing Director | Since 2022 | Not disclosed |
External Roles
| Company/Institution | Role | Public company? | Notes |
|---|---|---|---|
| BioLite, Inc. | Director | Not disclosed as public | Related-party network company |
| BioFirst Corp. | Director | Not disclosed as public | Related-party network company |
| BioKey, Inc. | Managing Director | Not disclosed as public | ABVC wholly-owned subsidiary |
No other U.S.-listed public company directorships are disclosed for Ms. Jiang in ABVC’s 2025 proxy’s director biographies.
Board Governance
| Topic | Status |
|---|---|
| Committee memberships | None listed for Audit, Compensation, or Nominating (rosters exclude Ms. Jiang) |
| Committee chair roles | None |
| Independence status | Not designated independent; Board’s independent directors are Odaira, Chung, Sakamoto, Chou, Miao |
| Board meeting attendance | Not disclosed in 2025 DEF 14A |
| Years of service on ABVC board | Not disclosed |
| Lead Independent Director | Not disclosed |
| Executive sessions | Not disclosed |
Fixed Compensation
| Component | 2024 |
|---|---|
| Director stock option grants | “We did not pay stock options to directors in fiscal year 2024.” |
| Cash retainers/fees | Not disclosed |
Performance Compensation
| Element | 2024 |
|---|---|
| RSUs/PSUs (grant date, shares, fair value) | Not disclosed |
| Options (strike, expiry, vesting) | No director options granted in 2024 |
| Performance metrics (e.g., TSR, EBITDA) | Not disclosed |
| Clawback provisions specific to directors | Company disclosed no restatement-based recoveries required under Item 402(w) for the last fiscal year; no director-specific clawback terms disclosed |
Other Directorships & Interlocks
| Relationship | Detail |
|---|---|
| Spousal/family ties | Ms. Jiang is married to Dr. T.S. Jiang (ABVC CSO); multiple Jiang family relationships exist on the board (brothers/cousins noted) |
| Control entities | Lion Arts Promotion, Inc. owns 100% of YuanGene; Lion Arts is owned by Shu‑Ling Chiang (80%) and Dr. T.S. Jiang (20%); YuanGene appointed Eugene Jiang to have sole voting control over YuanGene’s shares |
| Taiwan land holding vehicle | Yunzhiyi Co., Ltd. (90% BioLite Taiwan; 10% owned by Ms. Jiang) was set up to hold Taiwanese land due to foreign ownership restrictions |
Expertise & Qualifications
| Area | Evidence |
|---|---|
| Education | BA, National Taiwan Normal University School of Music (1978); MA, Northwestern University School of Music (1983) |
| Executive/operating roles | Managing Director, BioKey, Inc. (since 2022) |
| Industry exposure | Directorships at BioLite and BioFirst (both biotech-related entities in ABVC’s related-party network) |
Equity Ownership
| Metric | As of Apr 28, 2025 |
|---|---|
| Total beneficial ownership (shares) | 1,665,015 |
| Ownership as % of outstanding | 10.31% (16,153,055 shares outstanding) |
| Breakdown of holdings | 662,100 (YuanGene); 964 (Rgene); 8,833 (BioFirst); 112 (BioLite); 48,761 (Liongene); 21,313 (Keypoint); 1,012 (Genepro); 53,845 (Lion Arts); 868,075 (direct) |
| Shares pledged/hedged | No pledge/hedging disclosure found in proxy’s beneficial ownership section |
| Ownership guidelines (director) | Not disclosed |
Governance Assessment
- Independence and committee oversight: Ms. Jiang is not designated an independent director and holds no assignments on the Audit, Compensation, or Nominating committees. This limits direct involvement in key oversight areas and raises independence concerns given family and related‑party ties.
- Material related‑party transaction (RED FLAG): ABVC seeks shareholder approval to acquire land from Ms. Jiang via common stock and warrants with a value between $3–4 million (net of ~$500k liability), potentially issuing ≥20% of outstanding shares; includes an Exchange Cap (19.99%) and a 60‑month warrant with 4.99%/9.99% beneficial ownership limits. Nasdaq could deem it a “change of control” unless approved. Prior 2024 agreement was terminated; shares previously issued were returned; the company is renegotiating terms.
- Concentrated family influence (RED FLAG): Lion Arts (80% owned by Shu‑Ling Chiang and 20% by Dr. T.S. Jiang) controls YuanGene, which appointed Eugene Jiang to sole voting control over its ABVC stake; Ms. Jiang also beneficially owns 10.31% directly/indirectly—together indicating a highly interlocked governance/control structure.
- Related‑party financing (watch item): “The Jiangs” advanced funds to the Company (no interest, payable on demand), with $274,170 outstanding as of 12/31/2024, indicating additional financial entanglements with insiders.
- Structural complexity in Taiwan land holding: Yunzhiyi (90% BioLite Taiwan; 10% Ms. Jiang) was created due to foreign farmland ownership restrictions; such nominee/holding structures add legal/regulatory complexity to the proposed land transaction.
- Director compensation alignment: The proxy discloses no director option grants in 2024; no details on cash retainers or equity guidelines are provided. Limited disclosure reduces transparency on pay‑for‑performance alignment for directors.
Fixed Compensation
| Component | Detail |
|---|---|
| Cash retainer | Not disclosed |
| Committee/Chair fees | Not disclosed |
| Meeting fees | Not disclosed |
| Pension/Perquisites | Not disclosed |
Performance Compensation
| Component | Detail |
|---|---|
| Annual equity grant (RSU/PSU) | Not disclosed |
| Option awards | No director option grants in 2024 |
| Performance metrics/targets | Not disclosed |
| Change‑in‑control or severance for directors | Not disclosed |
Related‑Party Transactions (Director‑Specific)
- February 6, 2024 agreement (terminated): ABVC agreed to acquire Ms. Jiang’s Taoyuan City land for 703,495 restricted shares at $3.50 and warrants for 1,000,000 shares at $2.00 (valued at ~$2.96M, with ~$500k land liability assumed). Nasdaq required shareholder approval; shares were returned and warrants were not issued; the deal was terminated and is being renegotiated.
- 2025 Land Proposal: Shareholder authorization sought to issue common stock and warrants to Ms. Jiang for the land at a final value between $3M and $4M, potentially ≥20% of outstanding shares; includes Exchange Cap (19.99%) and beneficial ownership limits for warrant exercise; 60‑month warrant term anticipated.
Equity Ownership (Detailed)
| Holding Vehicle | Shares |
|---|---|
| YuanGene Corporation | 662,100 |
| Rgene Corporation | 964 |
| BioFirst | 8,833 |
| BioLite | 112 |
| Liongene | 48,761 |
| Keypoint | 21,313 |
| Genepro | 1,012 |
| Lion Arts | 53,845 |
| Direct ownership | 868,075 |
| Total | 1,665,015 (10.31% of 16,153,055 shares outstanding) |
Note: YuanGene is wholly owned by Lion Arts (Shu‑Ling Chiang 80%; Dr. T.S. Jiang 20%), and YuanGene appointed Eugene Jiang to have sole voting control over its ABVC shares.
Governance Summary for Investors
- Independence and committee oversight are limited; Ms. Jiang is not an independent director and holds no key committee roles.
- The proposed land acquisition from Ms. Jiang is a significant related‑party transaction with dilution and potential “change of control” implications without shareholder approval—this is a prominent governance red flag.
- Family control dynamics and interlocking entities (Lion Arts/YuanGene) concentrate influence and complicate checks and balances.
- Transparency gaps exist in director compensation and attendance disclosures, limiting assessment of pay‑for‑performance and engagement.