Abnova - AGM Information 2023 | FinancialReports.eu

Stock Code：4133

亞諾法生技股份有限公司 Abnova （ Taiwan ） Corporation

2023 General Shareholders’ Meeting

MEETING AGENDA

Form: Physical shareholders’ meeting Time: 9 a.m. May 15, 2023, Monday Place: 1F., No. 207, Sec. 2, Tiding Blvd., Neihu Dist., Taipei City,Taiwan (R.O.C.) (XUE XUE Foundation Building)

．．．．．．．．．．．．．．．．．．．．．．．．．．． 1. Meeting Agenda 1 2. Meeting Procedure ．．．．．．．．．．．．．．．．．．．．．．． 2.1 Reported Matters 2 ．．．．．．．．．．．．．．．．．．．．． 2.2 Matters for Ratification 6 ．．．．．．．．．．．．．．．．．．．．．．．． 2.3 Election Matters 7 ．．．．．．．．．．．．．．．．．．．．．．．．． 2.4 Other Matters 9 ．．．．．．．．．．．．．．．．．．．．． 2.5 Questions and Motions 9 ．．．．．．．．．．．．．．．．．．．．．．．．．． 2.6 Adjournment 9 3. Appendices ．．．．．．．．．．．．．．．．．．．．．． 3.1 2022 Business Report 10 ．．．．．．．．．．．．． 3.2 2022 Inspection Report of Audit Committee 13 ．．．．．．． 3.3 CPA's Audit Report and 2022 Annual Financial Statements 14 ．．．．．．．．．．．．．．．．． 3.4 2022 Profit distribution statement 28 3.5 Comparison table between the revision and the original of "Rules of ．．．．．．．．．．．．．．．．． Procedure for Board of Directors" 29 ．．．．．．．．．．．．．．．．．．．．． 3.6 Articles of Incorporation 37 ．．．．．．．．．．．．． 3.7 Rules of Governing Shareholders’ Meeting 42 ．．．．．．．．．．．．．．． 3.8 Rules for Election of Board of Directors 50 ．．．．．．．．．．．．．．．．．．．． 3.9 Shareholdings of Directors 52 3.10 Statement on acceptance of shareholder proposals and nominated director ．．．．．．．．．．．．．．．．．．．．．．．．．． candidates 53

Abnova （ Taiwan ） Corporation Meeting Agenda of General Shareholders’ Meeting 2023

Time: 9 a.m. on Monday, May 15, 2023

Place: 1F., No. 207, Sec. 2, Tiding Blvd., Neihu Dist., Taipei City, Taiwan (R.O.C.) (XUE XUE Foundation Building)

Meeting Procedure:

Call the Meeting to Order
Chairperson Remarks
Reported Matters
(1) 2022 Business Report
(2) Audit Committee’s Review Report on the 2022 Financial Statements
(3) Remuneration Distribution Report for Employees and Directors of 2022
(4) 2022 Remuneration report of directors
(5) 2022 Profit Distribution Report
(6) Amendment Report to Rules of Procedure for Board of Directors
Matters for Ratification
(1) 2022 Business report and financial statements
(2) 2022 Profit Distribution
Elections Matters
(1) Proposal of Re-election of all directors
Other Matters
(1) Proposal of Release the Prohibition on New Directors from Participation in Competitive Business
Questions and Motions
Adjournment
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1. Reported Matters

No.1

Proposal: 2022 Business Report

Explanation: The 2022 Business Report is attached as Appendix 1.

No.2

Proposal: Audit Committee’s Review Report on the 2022 Financial Statements

Explanation: 2022 Financial statements (including individual and consolidated statements) have been audited by KPMG Certified Public Accountants, Xu Shu Min and Guo Ju Lan, and issued an audit report, which has been reviewed by the Audit Committee. Please refer to Appendix 2 of this manual.

No.3

Proposal: Remuneration Distribution Report for Employees and Directors of 2022

Explanation: 1. According to article 24 of the Articles of Incorporation, after deducting the profit before the distribution of employee remuneration and directors' remuneration from the annual pre-tax profit, if there is any balance after the amount of accumulated losses is retained, no less than 1% shall be allocated for employee remuneration and no more than 3% for directors' remuneration.
According to the Articles of Incorporation and the proposal made by Remuneration Committee on February 23, 2023, the 2022 distribution proposal of employee remuneration and director remuneration is as follows.
- (1) Employee remuneration: NTD4,178,700 (Appropriation ratio is about 4.18%)
- (2) Director remuneration: NTD795,200 (Appropriation ratio is about 0.8%)
It is proposed to authorize the chairperson of the board of directors to make a separate regulation for the payment of employee remuneration.
The above-mentioned employee remuneration and director remuneration are all paid in cash. The amount is no different from the recognized expenses in 2022.

No.4

Proposal: 2022 Remuneration report of directors

Explanation:1. The Company's remuneration policies, systems, standards, and structures for general and independent directors and the correlation between the amount of remuneration and the responsibilities, risks, invested time, and other factors assumed shall be described:

(1) According to Article 26 of Articles of Incorporation, the directors of the Company may get paid monthly, and the amount of which shall be determined by the Board of Directors in accordance with the normal level of the industry. The Company may provide independent directors with reasonable remuneration different from that of ordinary directors.
(2) Based on the respective participation in operation and value of contribution, responsibilities and risks, and general standard in the same industry, the board of directors decides: Monthly NTD20,000 for each general director; Monthly NTD30,000 for each independent director, since all independent directors serve as members of the remuneration committee and the audit committee, they need to undertake the responsibilities of participating in the deliberation of committee meetings and devote more time and energy, so the remuneration is higher than that of general directors.
(3) If the company is profitable in the current year, according to article 24 of
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the Articles of Incorporation, after deducting the profit before the distribution of employee remuneration and directors' remuneration from the annual pre-tax profit, if there is any balance after the amount of accumulated losses is retained, no less than 1% shall be allocated for employee remuneration and no more than 3% for directors' remuneration. The actual appropriation amount and allocation policy are shown in Explanation 2.

Correlation between remuneration and performance evaluation results:
(1) Directors' remuneration: Based on the respective participation in operation and value of contribution, responsibilities and risks, and general standard in the same industry.
(2) Directors' compensation: According to article 24 of the Articles of Incorporation, the actual 2022 director's compensation is NTD795,200. (Appropriation ratio is about 0.8%). Directors' compensation is based on the company's statistics of the attendance rate of directors and the training hours of directors and in accordance with the Company's "Rules for Performance Evaluation of Board of Directors" to evaluate the performance of directors (including independent directors) according to the alignment of the goals and missions of the company, awareness of the duties of a director, participation in the operation of the company, management of internal relationship and communication, the director's professionalism and continuing education and Internal control. Based on the summary of the 2022 annual performance evaluation of the members of the Board of Directors, the evaluation results of the above evaluation items are 85~98 points. The members of the Board of Directors have a good understanding and investment in the operation of the Company and are good at performing their duties as directors. After reviewed by Remuneration Committee on February 23, 2023, and the resolution of the Board of Directors on February 24, 2023, the amount of directors' compensation paid to each director is shown in the table above.
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2022 Details of compensation received by individual directors:

												Unit: thousand NTD; thousand shares	Unit: thousand NTD; thousand shares	Unit: thousand NTD; thousand shares	Unit: thousand NTD; thousand shares	Unit: thousand NTD; thousand shares	Unit: thousand NTD; thousand shares	Unit: thousand NTD; thousand shares	Unit: thousand NTD; thousand shares	Unit: thousand NTD; thousand shares	Unit: thousand NTD; thousand shares	Unit: thousand NTD; thousand shares
Title	Name				Directors Remuneration					Ratio of total A, B, C and D to Net Income (%)		Remuneration Received as Employee								Ratio of total A, B, C, D, E, F and G to Net Income(%)		Remuneration from Invested Companies Other Than Subsidiaries or Parent Company
		Remuneration (A)			Pension (B)	Remuneration to Directors(C)		Allowances (D)				Salary, Bonus and Special Allowance (E)			Pension (F)	Employee Remuneration (G)
		The Company	All Companies in The Consolidat ed Financial Statements	The Company	All Companies in The Consolidated Financial Statements	The Company	All Companies in The Consolidated Financial Statements	The Company	All Companies in The Consolidated Financial Statements	The Company	All Companies in The Consolidated Financial Statements	The Company	All Companies in The Consolidated Financial Statements	The Company	All Companies in The Consolidated Financial Statements	The Company		All Companies in The Consolidated Financial Statements		The Company	All Companies in The Consolidated Financial Statements
																Cash	Stock	Cash	Stock
Chairperson	Wilber Huang	240	240	0	0	113.6	113.6	0	0	0.47%	0.47%	6,270	6,270	0	0	719	0-	719	0	9.81%	9.81%	None
Director	Harmony Investment Co., Ltd. Representative: Chiu Chi Ching,	240	240	0	0	113.6	113.6	0	0	0.47%	0.47%	0	0	0	0	0	0	0	0	0.47%	0.47%
Director	China Wire & Cable Co., Ltd Representative: Chen Yueh Hung	240	240	0	0	113.6	113.6	0	0	0.47%	0.47%	0	0	0	0	0	0	0	0	0.47%	0.47%
Director	Rong Hao Investment Co., Ltd. Representative: Fang Wen Chen	240	240	0	0	113.6	113.6	0	0	0.47%	0.47%	0	0	0	0	0	0	0	0	0.47%	0.47%
Independent Director	Lin Jia Hsie	360	360	0	0	113.6	113.6	0	0	0.63%	0.63%	0	0	0	0	0	0	0	0	0.63%	0.63%	None
Independent Director	Ye Shao De	360	360	0	0	113.6	113.6	0	0	0.63%	0.63%	0	0	0	0	0	0	0	0	0.63%	0.63%
Independent Director	Su Jin Jun	360	360	0	0	113.6	113.6	0	0	0.63%	0.63%	0	0	0	0	0	0	0	0	0.63%	0.63%

No.5

Proposal: 2022 Profit Distribution Report

Explanation:1. The accumulated unappropriated retained earnings are NTD 8,967,615, added the net profit after tax in 2022 is NTD 74,842,778. Retained NTD54,082,066 earnings due to investments accounted for using equity method. Retained NTD303,918 earnings due to remeasurements of the net defined benefit plan, and set aside NTD12,922,876 legal reserve and NTD11,907,333 special reserve, the distributable net profit is NTD113,366,168. The proposed dividend to shareholders is NTD48,442,875. The distribution of shareholder dividends is planned to be distributed preferentially from the 2022 profit. To learn more about 2022 Profit distribution statement, please refer to Appendix 4.
This cash dividend is calculated based on the shareholding ratio recorded in the shareholder register on the ex-dividend base date (rounded down to the nearest dollar). The total amount of odd lots (less than one full share) will be purchased by people designated by the chairperson as authorized by the board of directors.
After the proposal is approved by the shareholders' regular meeting, the board of directors shall set the ex-dividend base date and other relevant matters.
In the event that, before the distribution record date, the proposed profit distribution is affected by a buyback of shares or issuance of new shares for transferring treasury share, cancellation or capital reduction etc. cause changes in the number of outstanding shares, it is proposed that the Board of Directors be authorized to adjust the cash to be distributed to each share.

No.6

Proposal: Amendment Report to Rules of Procedure for Board of Directors

Explanation: According to No. 1110383263 document published by FSC on August 5, 2022, amend some provisions of the "Rules of Procedure for Board of Directors" for compliance. Please refer to Appendix 5 the comparison table between the revision and the original of "Rules of Procedure for Board of Directors".

2. Matters for Ratification

No.1

(Proposed by the Board)

Proposal: Adoption of 2022 Business Report

Explanation: 1. 2022 Financial statements (including individual and consolidated statements) have been audited by KPMG Certified Public Accountants, Xu Shu Min and Guo Ju Lan, and issued an audit report, which has been reviewed by the Audit Committee.
2022 Business Report, 2022 Inspection Report of Audit Committee, 2022 Annual Financial Statements and CPA's Audit Report, please refer to Appendix 1-3 of this manual.
Please adopt.

Resolution:

No.2 Proposal: Adoption of 2022 Profit Distribution

(Proposed by the Board)

Explanation: 1. The accumulated unappropriated retained earnings are NTD 8,967,615, added the net profit after tax in 2022 is NTD 74,842,778. Retained NTD54,082,066 earnings due to investments accounted for using equity method. Retained NTD303,918 earnings due to remeasurements of the net defined benefit plan, and set aside NTD12,922,876 legal reserve and NTD11,907,333 special reserve, the distributable net profit is NTD113,366,168. The proposed dividend to shareholders is NTD48,442,875. The distribution of shareholder dividends is planned to be distributed preferentially from the 2022 profit. To learn more about 2022 Profit distribution statement, please refer to Appendix 4.
This cash dividend is calculated based on the shareholding ratio recorded in the shareholder register on the ex-dividend base date (rounded down to the nearest dollar). The total amount of odd lots (less than one full share) will be purchased by people designated by the chairperson as authorized by the board of directors.
After the proposal is approved by the shareholders' regular meeting, the board of directors shall set the ex-dividend base date and other relevant matters.
In the event that, before the distribution record date, the proposed profit distribution is affected by a buyback of shares or issuance of new shares for transferring treasury share, cancellation or capital reduction etc. cause changes in the number of outstanding shares, it is proposed that the Board of Directors be authorized to adjust the cash to be distributed to each share.
Please adopt.

Resolution:

3. Elections Matters

No.1

(Proposed by the Board)

Proposal: Re-election of all directors Explanation:

The term of all directors of the 8th Board of Directors will be end on June 16, 2023. According to article 17 of Articles of Incorporation and article 195 of Company Act, the company proposes to duly elect new Board members at this year's General Meeting of Shareholders.
The shareholders’ meeting shall elect 7 directors (including 3 independent directors). For the 9th Board of Directors, their three-year term will start from May 15, 2023 and conclude on May 14, 2026. The directors (including independent directors) shall be elected from the nomination list prepared by the company. The term of the 8th Board of Directors will end at the completion of this regular meeting of shareholders.
The related personal information such as education and experience of the nominees is as follows:

List of candidates for directors:

No.	Account Number	Name of Candidate	Shareholding	Main education, experience, and current position
1	115	Wilber Huang	3,651,144	Education: Northwestern University Medical School (MD) Experience: 1. President of Abnova (Taiwan) Corporation 2. Chairperson of Abnova (Taiwan) Corporation 3. Director of Abnova Holding Corporation 4. Director of Abnova (Cayman) Corporation 5. Director of Abnova Diagnostics (Japan) 6. Director of Abnova Diagnostics (Dongguan) Limited 7. Director of Citil Pharma Incorporated Current Position: 1. Chairperson of Abnova (Taiwan) Corporation 2. Director of Abnova Holding Corporation 3. Director of Abnova (Cayman) Corporation 4. Director of Abnova Diagnostics (Japan) 5. Director of Abnova Diagnostics (Dongguan) Limited 6. Director of Citil Pharma Incorporated
2	30	Harmony Investment Co., Ltd. Representative: Chiu Chi Ching,	2,448,294	Education: Bachelor Degree in Housing and Architecture, Japan Women's University Experience / Current Position: 1. Chairperson of Harmony Investment Co., Ltd. 2. Director of Lasertech Holding International Ltd. 3. Director of Attebury Investments International Ltd. 4. Supervisor of Pan Pacific Investment Corp. 5. Director of Abnova (HK) Limited 6. Supervisor of Abnova Diagnostics (Dongguan) Limited
3	123	China Wire & Cable Co., Ltd Representative: Chen Yueh Hung	1,037,017	Education: Bachelor Degree ,University of Toronto Experience / Current Position: 1. Deputy Chairperson of LiBAiDAi Construction & Development Co., Ltd. 2. Director of Kai Tse Co., Ltd. 3. Director of Great Universe Metal Building Materials Corp. 4. Director of Great Universe Enterprises Co., Ltd. 5. Director of Taiwan Sun Clutch Co., Ltd 6. Director of Herzu Real Estate Development Co., Ltd. 7. Director of Tai Hsu Construction & Development Co., Ltd. 8. Supervisor of Great Universe Development Corp.
4	56	Pan Pacific Investment Corp. Representative: Jih PeiJu	1,839,014	Education: Master Degree in Institute of Plant Biology, National Taiwan University Experience / Current Position: President of Abnova (Taiwan) Corporation

List of candidates for independent directors:

No.	Account Number	Name of Candidate	Main education, experience, and current position	Served three consecutive terms as Independent director
1	－	Ye Shao De	Education: Ph.D. in Medical Sciences,Taipei Medical University Experience: 1. Chairperson of Cancer Center, Taipei Medical University Hospital 2. Chairperson, Department of Urology Taipei Medical University Hospital Current Position: Chairperson of Cancer Center, Taipei Medical University Hospital	None
2	－	Su Jin Jun	Education: PhD. in Business Administration Department, National Sun Yat –sen University Experience: 1. Professor and Dean of School of International Business, TKK College, Xiamen University. 2. Associate professor and Chairperson of International Tourism and Hospitality Department, I-Shou University Current Position: Professor and Dean of School of International Business, TKK College, Xiamen University.	None
3	－	Cha Anna	Education: Bachelor Degree in Dance, Chinese Culture University Experience: 1. Chairperson of Rouge Creative Marketing Co. 2. Chairperson of Chipcom International Co.,Ltd. 3. Consultant of KGI Securities Co.,Ltd. Current Position: 1. Chairperson of Rouge Creative Marketing Co. 2. Chairperson of Chipcom International Co.,Ltd.	None

Please proceed to vote.

Voting Results:

4. Other Matters

No.1 (Proposed by the Board)

Proposal: Release the Prohibition on New Directors from Participation in Competitive Business. Please proceed to discuss.

Explanation: 1. According to article 209 of Company Act, A director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.
On the premise of not damaging the interests of the company, if the newly elected directors and their representatives of the Company invest in other companies with the same or similar business scope as the Company, the proposal of releasing the Prohibition on New Directors from Participation in Competitive Business will be submitted to the shareholders' meeting for approval.
The details of the concurrent positions of the 9th directors elected at the general shareholders meeting are as follows.

The list of Release the Prohibition on 9[th] New Directors from Participation in Competitive Business

Title	Name	Concurrent positions in other companies
Director	Wilber Huang	1. Director of Abnova Holding Corporation 2. Director of Abnova (Cayman) Corporation 3. Director of Citil Pharma Incorporated 4. Director of Abnova Diagnostics (Japan)
Director	Harmony Investment Co., Ltd. Representative: Chiu Chi Ching,	1. Chairperson of Harmony Investment Co., Ltd. 2. Director of Lasertech Holding International Ltd. 3. Director of Attebury Investments International Ltd. 4. Supervisor of Pan Pacific Investment Corp. 5.Director of Abnova (HK) Limited
Director	China Wire & Cable Co., Ltd Representative: Chen Yueh Hung	1.Deputy Chairperson of LiBAiDAi Construction & Development Co., Ltd. 2.Director of Kai Tse Co., Ltd. 3.Director of Great Universe Metal Building Materials Corp. 4.Director of Great Universe Enterprises Co., Ltd. 5.Director of Taiwan Sun Clutch Co., Ltd 6.Director of Herzu Real Estate Development Co., Ltd. 7. Director of Tai Hsu Construction & Development Co., Ltd. 8.Supervisor of Great Universe Development Corp.
Director	Pan Pacific Investment Corp. Representative: Jih Pei Ju	None
Independent Director	Ye Shao De	Chairperson of Cancer Center, Taipei Medical University Hospital
Independent Director	Su Jin Jun	Professor and Dean of School of International Business, TKK College, Xiamen University.
Independent Director	Cha Anna	1.Chairperson of Rouge Creative Marketing Co. 2.ChairpersonofChipcom InternationalCo.,Ltd.

4. Please proceed to discuss.

Resolution:

5. Questions and Motions

6. Adjournment

Appendix 1 Abnova （ Taiwan ） Corporation 2022 Business Report

Appreciate shareholders’ support to Abnova. The following is Abnova's 2022 achievement sharing and 2023 outlook report:

I. 2022 Operating Results: (Consolidated Financial Statements)

Implementation overview and business plan implementation results:
The operating revenue in 2022 was NTD411,756,000, which is 8.8% lower than the 2021 operating income of NTD451,487,000. The net income after tax in 2022 was NTD74,843,000, which is an increase of 163.82% compared with the net profit after tax of NTD28,369,000 in 2021. 2022 EPS is NTD1.24.
Analysis of financial balance and profitability: Please refer to the attached financial statements for the financial overview of 2022.
Research Development Overview: The expenses invested in research and development in 2022 was NTD48,740,000, which is 8.28% lower than the 2021 expenses of NTD53,141,000. Mainly accelerate the development of COVID-19 related test reagents, SAM vaccine platform, cell therapy products etc.

II. 2023 Business Plan:

1. Business Marketing:

The sales of Abnova biological reagent products for scientific research are mainly through large global distributors and regional distributors in various countries. In 2022, Abnova has started to build a new version of the official website to optimize the customer's online order placement process and the design of the membership center and incorporate the functions into the design of mobile phone interface operation. It is expected to improve the user experience and the willingness of end customers to place orders directly on the website platform with a better visual and intuitive new look and perfect user browsing privacy protection. The new version of Abnova website is estimated to be launched in the second quarter of 2023.

2. Product Development:

(1) Abnova COVID-19 & Flu A/B Rapid antigen test and Flu A/B & RSV Rapid antigen test: In 2022, Abnova successfully developed COVID-19 & Flu A/B Rapid antigen test and Flu A/B & RSV Rapid antigen test, provide a complete detection scheme for collecting respiratory virus in the elderly, children, and people with low immunity. Abnova COVID-19 & Flu A/B Rapid antigen test and Flu A/B & RSV Rapid antigen test has obtained excellent data in the detection of deactivated virus, and it is currently cooperating with clinical laboratories in the United States to apply for LDTs (Laboratory developed tests) detection.
(2) Circular RNA (circRNA) infection vaccine:
During the rapid spread of the epidemic, the COVID-19 mRNA vaccine provides the protection of the population against the virus with the advantage of rapid development, so that the epidemic can be controlled. However, the mRNA vaccine suffers from intrinsic instability, susceptibility to rapid degradation, immunogenicity issues necessitating nucleoside modification, and limited duration of protein expression. Compared with linear mRNA, Circular RNA (circRNA) is a single-stranded, covalently closed coding RNA that does not require nucleoside modification and has advantages of higher stability and
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resistance to nucleic acid exonuclease decomposition. Abnova has successfully established a technical platform for the efficient preparation of circular RNA in vitro, which has been used in the development of COVID-19 vaccine to verify its effectiveness in mouse model tests.

(https://www.abnova.com/support/technologies.asp?switchfunctionid={DEE038C7-3591-4B3A-9 EB1-05006965F383})

(3) miRNA Sponge (circRNA Sponge):
miRNA Sponge (circRNA Sponge) is an artificial non-coding cyclic RNA, which can increase the diversity of miRNA sponge adsorption by integrating multiple miRNA targeted fragments onto the miRNA sponge. Compared with linear miRNA sponges, circular miRNA sponges lack 5 'and 3' ends, have low immunity without nucleoside modification and are resistant to the degradation of nucleic acid exonuclease, improving the adsorption stability and efficiency. The miRNA sponge overcomes the toxicity of traditional anti-miRNA oligonucleotides (AMO) and the dose limit of plasmid-based miRNA sponge. Abnova has launched a new product line of miRNA sponges in 2023 to provide efficient tools for in vivo and in vitro miRNA research, with stable expression of the miRNA sponge products.

(https://www.abnova.com/support/technologies.asp?switchfunctionid={D19B0F7E-59DE-4F9A-A1 6D-BAE977493D0E})

(4) Circulating Tumor Cell:

In 2022, cooperated with partners in Japan, Abnova assisted in setting up a one-stop circulating tumor detection laboratory in Tokyo, Japan, to provide screening services for circulating tumor cells in healthy people. Abnova supplies its CytoQuest™ CR platform, including instruments, chips, bioreagents and an advanced microscopy system that analyzes captured images with artificial intelligence (AI) capabilities to Japanese partners. The service is expected to be officially launched in the second quarter of 2023.

(http://www.abnova.com/products/CytoQuest-CR-M0014.html,

https://www.abnova.com/products/products_detail.asp?catalog_id=KA4440, https://www.abnova.com/products/products_detail.asp?catalog_id=KA4818, https://www.abnova.com/products/CytoView-M0019.html )

(5) mRNA cancer therapy:
Abnova’s mRNA cancer therapy platform is a non-viral vector platform based on LNP delivery technology, providing an alternative to lentivirus systems that are costly to manufacture and challenging to expand in the market. In 2022, Abnova collaborated with Citil Pharma to complete mouse model testing for liver cancer, prostate cancer, and triple-negative breast cancer, the R&D process is described as follows:
(a) Liver Cancer Cytokine Immunotherapy:
i. Potential antigens have been identified for designing an effective mRNA vaccine.

ii. Efficacy validation has been conducted in syngeneic mouse HCC tumor models.

(b) Prostate Cancer Vaccine:
i. Potential antigens have been identified for designing an effective mRNA vaccine.
ii. Validation of cytotoxic T-lymphocyte (CTL) response has been performed in the HLA-A2 transgenic mouse models.
(c) Triple-Negative Breast Cancer Vaccine:
i. Potential antigens have been identified for designing an effective mRNA vaccine.
ii. Validation of cytotoxic T-lymphocyte (CTL) response has been performed in syngeneic
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mouse TNBC tumor models.

Abnova has outsourced the non-GLP preclinical trial in the first quarter of 2023, and evaluated and planned the GLP preclinical trial according to the test toxicological analysis report.

III. The effect of external competition, the legal environment, and the overall business environment

1. External Competition:

The situation of COVID-19 epidemic in 2022 was still severe, and the common global challenge is to control the epidemic as soon as possible and return to normal life. The economy has been slowly recovering, and the biotechnology and medical industry has gradually received more attention. Various countries have introduced incentive policies, which will attract many competitors to join, but also promote the vigorous development of the biotechnology and medical industry, cultivating more outstanding talents, which is expected to contribute to the long-term development of the whole industry.

2. Legal Environment:

Abnova strictly controls product quality and has ISO9001, ISO13485 and GMP certification of Neihu Plant. In response to the needs of different products and countries, relevant laws and regulations of various countries shall be followed. To meet the above specifications, it will increase the management and application costs, but at the same time, it can also guarantee the product quality and improve customer recognition.

3. Overall Business Environment:

About 93% of Abnova's products are exported, and the main sales areas are America, Europe, Japan, etc. The transaction currency is mainly USD, followed by Euro. Since the recent fluctuations in the US dollar exchange rate has an impact on the Company, the financial department closely observes the exchange rate trend and timely assess whether to conduct hedging derivative financial commodity transactions to reduce the exchange rate risk.

In 2023, Abnova will adhere to the original intention of professionalism, focus and quality, and continue to push itself for deeper technological innovation. Looking forward to the future, it may face variable operational opportunities and challenges. Abnova will continue to strengthen its competitive strength and accumulate more growth momentum to create better operating results.

Chairperson: Wilber Huang

General Manager: Wilber Huang

Accounting Officer: Chang Ya Ping

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Appendix 2

Abnova （ Taiwan ） Corporation Inspection Report of Audit Committee

The Board of Directors prepared the Company's business report, financial statements, and profit distribution proposal of 2022. The financial statements have been audited by KPMG accounting firm and an audit report has been issued. The above business report, financial statements, and profit distribution proposal have been audited by the Audit Committee and there is no nonconformity, so the feedback is reported as above in accordance with the relevant provisions of the Securities and Exchange Act and the Company Act, please proceed to certificate.

Abnova（Taiwan）Corporation

Convener of Audit Committee: Lin Jia Hsie February 24, 2023

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Appendix 3 Independent Auditors’ Report

To the Board of Directors of Abnova Corporation:

Opinion

We have audited the consolidated financial statements of Abnova Corporation and its subsidiaries (“the Group”), which comprise the consolidated balance sheets as of December 31, 2022 and 2021, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of Abnova Corporation and its subsidiaries as of December 31, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statement section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matter

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The key audit matters we judge that shall be communicated in the audit report are as follows:

1. Inventory valuation

Please refer to Note 4(8) “Inventories”; Note 5(1) “Significant accounting assumptions and judgments, and major sources of estimation uncertainty”, and Note 6(5) “Inventories”.

Description of key audit matter:

The major business of the Group is the manufacturing and sales of antibody, protein, test reagents and testing instruments. Inventories are measured at the lower of cost and net realizable value. Due to the longer life cycle of the products, the management considers factors such as product circulation, exposure, preservation and industry information to evaluate the net realizable value of inventories. As Abnova Corporation and its subsidiaries have large amount of inventories and a large number of items, and the net realizable value used in the above-mentioned evaluation involves subjective judgment, the evaluation of loss allowance for inventory valuation has been listed as the key audit matter of the year.

14 -

Our principal audit procedures included:

The key audit procedures for the above-mentioned key audit matter based on the understanding of the industrial characteristics of Abnova Corporation and its subsidiaries include obtaining statistical information on the sales time and sales status of the products on the shelves in each year provided by the management in the subsequent years to evaluate the consistency of the policy used to recognize the inventory valuation loss; understanding the Group and its subsidiaries’ inventory management process, reviewing the annual inventory plan and participating in the annual inventory check to evaluate the effectiveness of the management’s inventory control; obtaining the inventory net realizable value calculation sheet, and spot check the correctness of the calculation.

Other matter

Abnova Corporation has prepared its parent-company-only financial statements as of and for the years ended December 31, 2022 and 2021, on which we have issued an unmodified opinion.

Responsibilities of management and those charged with governance for the financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the Audit Committee) are responsible for overseeing the Group’s financial reporting process.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with auditing standards, we exercise professional judgment and professional skepticism throughout the audit. We also:

A. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
B. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
15 -
C. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
D. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group’s to cease to continue as a going concern.
E. Evaluate the overall presentation, structure and content of the consolidated financial reports, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
F. Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

KPMG

Auditors：

Securities ：Financial-Supervisory-Securititi Competent es-Six-0940100754 Authority Financial-Supervisory-Securititi Approved-certi es-Auditing-1070304941 fied No. February 24, 2023

16 -

Abnova Corporation and Subsidiaries

Consolidated Balance Sheets

December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

December 31, 2022 Amount ％ $ 367,065 27 246 - 59,999 4 95,657 7 396,079 29 7,237 - 849 - 1,060 -	December 31, 2022 Amount % $ 2,622 - 14,995 1 41,387 3 2,057 - 7,199 1 4,559 -	December 31, 2021 Amount % 2,638 - 11,480 1 33,517 3 4,396 - 6,992 1 3,703 -
	72,819 5	62,726 5
	5,804 - 3,686 - 526 -	- - 560 - 8,007 1
928,192 67
- - 550 - 256,546 19 10,733 1 68,815 5 98,278 7 11,715 1
	10,016 -	8,567 1
	82,835 5	71,293 6
	605,536 44 474,527 35 85,642 7 138,196 10 (11,907) (1)	605,536 47 474,527 37 82,766 6 39,698 3 9,229 1
446,637 33
	1,291,994 95	1,211,756 94
	$ 1,374,829 100	1,283,049 100
$ 1,374,829 100

(See accompanying notes to financial statements.) Manager: WILBER HUANG

Chairman: WILBER HUANG

Accounting supervisor: YA-PING ZHANG

17 -

Abnova Corporation and Subsidiaries Consolidated Statements of Comprehensive Income For the years ended December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

2022	％ 100 (51)	2021	％ 100 (56)
Amount $ 411,756 (210,327)		Amount 451,487 (254,148)
201,429	49	197,339	44
(40,349) (47,216) (48,740) (698)	(10) (11) (12) -	(39,812) (59,365) (53,141) (1,201)	(9) (13) (12) -
(137,003)	(33)	(153,519)	(34)
64,426	16	43,820	10
3,636 971 26,075 (152) -	1 - 6 - -	716 2,259 (9,925) (246) (330)	- 1 (2) - -
30,530	7	(7,526)	(1)
94,956 20,113	23 5	36,294 7,925	9 2
74,843	18	28,369	7
304 28,730 -	- 7 -	388 11,345 -	- 3 -
29,034	7	11,733	3
4,216 -	1 -	(3,108) -	(1) -
4,216	1	(3,108)	(1)
33,250	8	8,625	2
$ 108,093	26	36,994	9
$	1.24		0.47
$	1.23		0.47

(See accompanying notes to financial statements.) Manager: WILBER Accounting supervisor: HUANG YA-PING ZHANG

Chairman: WILBER HUANG

18 -

(Expressed in Thousands of New Taiwan Dollars)

Abnova Corporation and Subsidiaries Consolidated Statements of Changes in Equity For the years ended December 31, 2022 and 2021

	Equity attributable to owners of parent	Equity attributable to owners of parent	Equity attributable to owners of parent	Other equity interest Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income Exchange differences on translation of foreign financial statements (8,070) 9,062 - - (3,108) 11,345	Other equity interest Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income Exchange differences on translation of foreign financial statements (8,070) 9,062 - - (3,108) 11,345	Total equity 1,211,094 28,369 8,625
Shares Ordinary shares $ 605,536 - -	Capital surplus 474,527 - -	Retained	earnings Unappropriated retained earnings 51,055 28,369 388
				Exchange differences on translation of foreign financial statements (8,070) - (3,108)
		Legal reserve 78,984 - -
-	-	-	28,757	(3,108)	11,345	36,994
- -	- -	3,782 -	(3,782) (36,332)	- -	- -	- (36,332)
605,536 - -	474,527 - -	82,766 - -	39,698 74,843 304	(11,178) - 4,216	20,407 - 28,730	1,211,756 74,843 33,250
-	-	-	75,147	4,216	28,730	108,093
- - -	- - -	2,876 - -	(2,876) (27,855) 54,082	- - -	- - (54,082)	- (27,855) -
$ 605,536	474,527	85,642	138,196	(6,962)	(4,945)	1,291,994

(See accompanying notes to financial statements.) Manager: WILBER HUANG

Chairman: WILBER HUANG

Accounting supervisor: YA-PING ZHANG

19 -

Abnova Corporation and Subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2022 and 2021 (Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities: Profit before tax Adjustments: Adjustments to reconcile profit (loss) Depreciation expenses Amortization expenses Expected credit loss Interest expense Interest income Share of associates and joint ventures losses accounted for using equity method Loss (gain) from disposal of property, plant and equipment Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: Changes in operating assets: Notes receivable Accounts receivable Other receivables Inventories Prepayments Other current assets Other non-current assets Total changes in operating assets Changes in operating liabilities: Contract liabilities Accounts payable Other payables Other current liabilities Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash inflow generated from operations Interest received Interest paid Income taxes paid Net cash flows from operating activities Cash flows used in investing activities: Acquisition of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in guarantee deposits paid Acquisition of intangible assets Increase in other current financial assets Decrease in other non-current assets Increase in other non-current liabilities Increase in prepayments for business facilities Net cash flows (outflows) used in investing activities Cash flows from financing activities: Decrease in guarantee deposits received Payment of lease liabilities Cash dividends paid Proceeds from disposal of subsidiaries cash Net cash flows from financing activities Effect of exchange rate changes on cash and cash equivalents Net increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period	2022 $ 94,956 23,754 10,739 698 152 (3,636) - (7)	2021 36,294 31,741 10,308 1,201 246 (716) 330 824
	31,700	43,934
	194 (12,335) (439) 9,314 3,068 726 -	315 (1,453) 168 36,565 (3,296) (4,554) (22)
	528	27,723
	(16) 3,515 3,504 708	369 (5,477) 1,392 63
	7,711	(3,653)
	8,239	24,070
	39,939	68,004
	134,895 3,189 (152) (5,259)	104,298 728 (246) (11,903)
	132,673	92,877
	- (1,390) 45 476 (5,240) (304) 66 (97) (7,231)	(811) (642) 2,152 219 (104) (2) - 234 (88)
	(13,675)	958
	(4,423) (8,897) (27,855) (20,225)	4,159 (11,630) (36,332) -
	(61,400)	(43,803)
	2,746 60,344 306,721	(1,074) 48,958 257,763
	$ 367,065	306,721

(See accompanying notes to financial statements.) Manager: WILBER HUANG

Chairman: WILBER HUANG

Accounting supervisor: YA-PING ZHANG

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Independent Auditors’ Report

To the Board of Directors of Abnova Corporation:

Opinion

We have audited the financial statements of Abnova Corporation (“the Company”), which comprise the balance sheets as of December 31, 2022 and 2021, the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statement section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matter

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The key audit matters we judge that shall be communicated in the audit report are as follows:

1. Inventory valuation

Please refer to Note 4(7) “Inventories”; Note 5(1) “Significant accounting assumptions and judgments, and major sources of estimation uncertainty”, and Note 6(5) “Inventories”.

21 -

Description of key audit matter:

The major business of the Company is the manufacturing and sales of antibody, protein, test reagents and testing instruments. Inventories are measured at the lower of cost and net realizable value. Due to the longer life cycle of the products, the management considers factors such as product circulation, exposure, preservation and industry information to evaluate the net realizable value of inventories. As the Company has large amount of inventories and a large number of items, and the net realizable value used in the above-mentioned evaluation involves subjective judgment, the evaluation of loss allowance for inventory valuation has been listed as the key audit matter of the year.

Our principal audit procedures included:

The key audit procedures for the above-mentioned key audit matter based on the understanding of the industrial characteristics of the Company include obtaining statistical information on the sales time and sales status of the products on the shelves in each year provided by the management in the subsequent years to evaluate the consistency of the policy used to recognize the inventory valuation loss; understanding the Company’s inventory management process, reviewing the annual inventory plan and participating in the annual inventory check to evaluate the effectiveness of the management’s inventory control; obtaining the inventory net realizable value calculation sheet, and spot check the correctness of the calculation.

Responsibilities of management and those charged with governance for the financial statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the Audit Committee) are responsible for overseeing the Company’s financial reporting process.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with auditing standards, we exercise professional judgment and professional skepticism throughout the audit. We also:

A. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
22 -

internal control.

B. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
C. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
D. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company’s to cease to continue as a going concern.
E. Evaluate the overall presentation, structure and content of the financial reports, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
F. Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on these financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

KPMG

Auditors：

Securities ：Financial-Supervisory-Securititi Competent es-Six-0940100754 Authority Financial-Supervisory-Securititi Approved-certi es-Auditing-1070304941 fied No. February 24, 2023

23 -

Abnova Corporation

Balance Sheets

December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

December 31, 2022 Amount ％ $ 362,971 27 246 - 59,999 4 2,452 - 396,079 29 6,932 1 849 - 1,060 -	December 31, 2022 Amount % $ 2,622 - 14,995 1 36,541 3 2,015 - 6,778 - 4,555 -	December 31, 2021 Amount % 2,638 - 11,480 1 33,048 3 4,353 - 6,295 - 22,439 2
	67,506 4	80,253 6
	5,804 - 3,686 - 526 -	- - 560 - 623 -
830,588 61
97,564 7 252,134 18 10,422 1 68,815 5 98,278 7 11,715 1
	10,016 -	1,183 -
	77,522 4	81,436 6
	605,536 45 474,527 35 85,642 7 138,196 10 (11,907) (1)	605,536 47 474,527 37 82,766 6 39,698 3 9,229 1
538,928 39
	1,291,994 96	1,211,756 94
$ 1,369,516 100	$ 1,369,516 100	1,293,192 100

(See accompanying notes to financial statements.) Manager: WILBER HUANG

Chairman: WILBER HUANG

Accounting supervisor: YA-PING ZHANG

24 -

Abnova Corporation Statements of Comprehensive Income For the years ended December 31, 2022 and 2021 (Expressed in Thousands of New Taiwan Dollars)

2022	％ 100 (51)	2021	％ 100 (56)
Amount $ 410,320 (210,327)		Amount 450,383 (254,325)
199,993 -	49 -	196,058 85	44 -
199,993	49	196,143	44
(40,349) (41,139) (48,740) (698)	(10) (10) (12) -	(39,812) (44,940) (53,140) (1,201)	(9) (10) (12) -
(130,926)	(32)	(139,093)	(31)
69,067	17	57,050	13
3,463 800 26,053 (132) (4,336)	1 - 6 - (1)	395 2,407 (8,221) (186) (15,210)	- - (2) - (3)
25,848	6	(20,815)	(5)
94,915 20,072	23 5	36,235 7,866	8 2
74,843	18	28,369	6
	- 7 -	388 11,345 -	- 3 -
29,034	7	11,733	3
4,216 -	1 -	(3,108) -	(1) -
4,216	1	(3,108)	(1)
33,250	8	8,625	2
$ 108,093	26	36,994	8
$	1.24		0.47
$	1.23		0.47

(See accompanying notes to financial statements.) Manager: WILBER Accounting supervisor: HUANG YA-PING ZHANG

Chairman: WILBER HUANG

25 -

Abnova Corporation Statements of Changes in Equity For the years ended December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

Shares	Capital surplus	Retained	earnings	Other equity interest	Other equity interest	Total equity 1,211,094 28,369 8,625
				Exchange differences on translation of foreign financial statements	Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income
Ordinary shares		Legal reserve	Unappropriated retained earnings
$ 605,536 - -	474,527 - -	78,984 - -	51,055 28,369 388	(8,070) - (3,108)	9,062 - 11,345
-	-	-	28,757	(3,108)	11,345	36,994
- -	- -	3,782 -	(3,782) (36,332)	- -	- -	- (36,332)
605,536 - -	474,527 - -	82,766 - -	39,698 74,843 304	(11,178) - 4,216	20,407 - 28,730	1,211,756 74,843 33,250
-	-	-	75,147	4,216	28,730	108,093
- - -	- - -	2,876 - -	(2,876) (27,855) 54,082	- - -	- - (54,082)	- (27,855) -
$ 605,536	474,527	85,642	138,196	(6,962)	(4,945)	1,291,994

(See accompanying notes to financial statements.) Manager: WILBER HUANG

Chairman: WILBER HUANG

Accounting supervisor: YA-PING ZHANG

26 -

Abnova Corporation Statements of Cash Flows

For the years ended December 31, 2022 and 2021 (Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities: Profit before tax Adjustments: Adjustments to reconcile profit (loss) Depreciation expenses Amortization expenses Expected credit loss Interest expense Interest income Share of subsidiaries, associates and joint ventures losses accounted for using equity method Other Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: Changes in operating assets: Notes receivable Accounts receivable Other receivables Inventories Prepayments Other current assets Other non-current assets Total changes in operating assets Changes in operating liabilities: Contract liabilities Accounts payable Other payables Other current liabilities Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash inflow generated from operations Interest received Interest paid Income taxes paid Net cash flows from operating activities Cash flows used in investing activities: Acquisition of investments accounted for using equity method Cash refund from capital reduction of investees accounted for using equity method Acquisition of property, plant and equipment Decrease (Increase) in guarantee deposits paid Acquisition of intangible assets Increase in other current financial assets Decrease in other non-current assets Increase (Decrease) in other non-current liabilities Increase in prepayments for business facilities Net cash flows (outflows) used in investing activities Cash flows from financing activities: Payment of lease liabilities Cash dividends paid Net cash flows from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period	2022 $ 94,915 21,324 10,739 698 132 (3,463) 4,336 -	2021 36,235 22,322 10,308 1,201 186 (395) 15,210 (86)
	33,766	48,746
	194 (12,344) (300) 8,583 2,789 726 -	315 (3,684) (94) 35,276 (2,968) (4,554) (8)
	(352)	24,283
	(16) 3,515 3,493 (17,884)	369 (5,477) (831) 18,982
	(10,892)	13,043
	(11,244)	37,326
	22,522	86,072
	117,437 3,016 (132) (5,212)	122,307 407 (186) (11,820)
	115,109	110,708
	- 21,675 (1,390) (46) (5,240) (304) 66 (97) (7,231)	(811) - (642) 250 (104) (2) - 234 (88)
	7,433	(1,163)
	(7,421) (27,855)	(7,464) (36,332)
	(35,276)	(43,796)
	87,266 275,705	65,749 209,956
	$ 362,971	275,705

(See accompanying notes to financial statements.) Manager: WILBER HUANG

Chairman: WILBER HUANG

Accounting supervisor: YA-PING ZHANG

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Appendix 4 Abnova （ Taiwan ） Corporation 2022 Profit Distribution Statement

Unit: NTD Items Amount Beginning retained earnings 8,967,615 Add: 2022 netprofit after tax 74,842,778 Add: Retained earnings accounted for investments using equity method 54,082,066 Add: Remeasurements of the net defined benefit plan recognized in retained earnings (Note1) 303,918 Net profit after tax of the current period plus the amount of items other than net profit after tax of the current period included in the unappropriated retained earnings of the current year 129,228,762 Less: legal reserve(Note2) (12,922,876) Less: legal reserve (11,907,333) Distributable netprofit 113,366,168 Distributable items Dividend to shareholders- Cash(NTD0.8/share) (48,442,875) Unappropriated retained earnings 64,923,293	Unit: NTD Items Amount Beginning retained earnings 8,967,615 Add: 2022 netprofit after tax 74,842,778 Add: Retained earnings accounted for investments using equity method 54,082,066 Add: Remeasurements of the net defined benefit plan recognized in retained earnings (Note1) 303,918 Net profit after tax of the current period plus the amount of items other than net profit after tax of the current period included in the unappropriated retained earnings of the current year 129,228,762 Less: legal reserve(Note2) (12,922,876) Less: legal reserve (11,907,333) Distributable netprofit 113,366,168 Distributable items Dividend to shareholders- Cash(NTD0.8/share) (48,442,875) Unappropriated retained earnings 64,923,293	Unit: NTD Items Amount Beginning retained earnings 8,967,615 Add: 2022 netprofit after tax 74,842,778 Add: Retained earnings accounted for investments using equity method 54,082,066 Add: Remeasurements of the net defined benefit plan recognized in retained earnings (Note1) 303,918 Net profit after tax of the current period plus the amount of items other than net profit after tax of the current period included in the unappropriated retained earnings of the current year 129,228,762 Less: legal reserve(Note2) (12,922,876) Less: legal reserve (11,907,333) Distributable netprofit 113,366,168 Distributable items Dividend to shareholders- Cash(NTD0.8/share) (48,442,875) Unappropriated retained earnings 64,923,293
Items	Amount
Beginning retained earnings		8,967,615
Add: 2022 netprofit after tax	74,842,778
Add: Retained earnings accounted for investments using equity method	54,082,066
Add: Remeasurements of the net defined benefit plan recognized in retained earnings (Note1)	303,918
Net profit after tax of the current period plus the amount of items other than net profit after tax of the current period included in the unappropriated retained earnings of the current year		129,228,762
Less: legal reserve(Note2)		(12,922,876)
Less: legal reserve		(11,907,333)
Distributable netprofit		113,366,168
Distributable items
Dividend to shareholders- Cash(NTD0.8/share)	(48,442,875)
Unappropriated retained earnings		64,923,293

Note1: Other comprehensive profits and losses are recognized according to the pension actuarial report. Note2: It is listed with net amount NTD129,228,762, and it’s sum of 2022 net profit after tax NTD74,842,778, retained earnings accounted for investments using equity method NTD54,082,066 and other comprehensive profits and losses are recognized according to the pension actuarial report NTD303,918.

Chairperson: Wilber Huang General Manager: Wilber Huang Accounting Officer: Chang Ya Ping

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Appendix 5 Abnova （ Taiwan ） Corporation Comparison table between the revision and the original of "Rules of Procedure for Board of Directors"

Revision	Revision	Original	Explanation
Article 3 (Convening and notice of board meetings) The board of directors shall meet at least quarterly. A notice of the reasons for convening a board meeting shall be given to each director before 7 days before the meeting is convened. In emergency circumstances, however, a board meeting may be called on shorter notice. The notice to be given under the preceding paragraph may be affected by means of electronic transmission with the prior consent of the recipients. All matters set forth under Article 12, paragraph 1 of these rules shall be specified in the notice of the reasons for convening a board meeting. None of those matters may be raised by an extraordinary.		Article 3 (Convening and notice of board meetings) The board of directors shall meet at least quarterly. A notice of the reasons for convening a board meeting shall be given to each director before 7 days before the meeting is convened. In emergency circumstances, however, a board meeting may be called on shorter notice. The notice to be given under the preceding paragraph may be affected by means of electronic transmission with the prior consent of the recipients. All matters set forth under Article 12, paragraph 1 of these rules shall be specified in the notice of the reasons for convening a board meeting. None of those matters may be raised by an extraordinary motionexcept in the case of an emergency or for other legitimate reason.	According to the letter (No. 1110383263) issued by FSC on August 5, 2022, this provision is updated for compliance.
Article 12 (Matters requiring discussion at a board meeting) 1.The Company business plan 2.Annual and semi-annual financial reports audited and attested by a certified public accountant (CPA). 3.Adoption or amendment of an internal control system pursuant to Article 14-1 of the Securities and Exchange Act and assessment of the effectiveness of the internal control system. 4.Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act of any handling procedures for material financial or business transactions, such as the acquisition or disposal of assets, derivatives trading, loans of funds to others, and endorsements or guarantees for others. 5.The offering, issuance, or private placement of equity-type securities. 6.If the board of directors does not have a		Article 12 (Matters requiring discussion at a board meeting) The following matters should be proceeded to the board of directors of the Company for discussion: 1.The Company business plan 2.Annual and semi-annual financial reports audited and attested by a certified public accountant (CPA). 3.Adoption or amendment of an internal control system pursuant to Article 14-1 of the Securities and Exchange Act and assessment of the effectiveness of the internal control system. 4.Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act of any handling procedures for material financial or business transactions, such as the acquisition or disposal of assets, derivatives trading, loans of funds to others, and endorsements or guarantees for others. 5.The offering, issuance, or private placement of equity-type securities. 6.The appointment or discharge of a financial,	According to the letter (No. 1110383263) issued by FSC on August 5, 2022, this provision is updated for compliance.
managing director, the chairperson shall be elected or dismissed. 7.The appointment or discharge of a financial,	managing director, the chairperson shall be

Revision

Original

accounting, or internal audit officer.

accounting, or internal audit officer. 7.A donation to a related party or a major donation to a non-related party, provided that a public-interest donation of disaster relief that is made for a major natural disaster may be submitted to the following board of directors meeting for retroactive recognition. 8.Any matter that, under Article 14-3 of the Securities and Exchange Act or any other law, regulation, or bylaw, must be approved by resolution at a shareholder meeting or board meeting, or any material matter as may be prescribed by the competent authority.

8.A donation to a related party or a major donation to a non-related party, provided that a public-interest donation of disaster relief that is made for a major natural disaster may be submitted to the following board of directors meeting for retroactive recognition.

9.Any matter that, under Article 14-3 of the Securities and Exchange Act or any other law, regulation, or bylaw, must be approved by resolution at a shareholder meeting or board meeting, or any material matter as may be prescribed by the competent authority.

The term "related party" in subparagraph 8 of the authority. preceding paragraph means a related party as The term "related party" in subparagraph 7 of defined in the Regulations Governing the the preceding paragraph means a related party Preparation of Financial Reports by Securities as defined in the Regulations Governing the Issuers. The term "major donation to a Preparation of Financial Reports by Securities non-related party" means an individual donation, Issuers. The term "major donation to a or cumulative donations within a 1-year period non-related party" means an individual to a single recipient, at an amount of NTD100 donation, or cumulative donations within a million or more, or at an amount equal to or 1-year period to a single recipient, at an greater than 1 percent of net operating revenue amount of NTD100 million or more, or at an or 5 percent of paid-in capital as stated in the amount equal to or greater than 1 percent of CPA-attested financial report for the most recent net operating revenue or 5 percent of paid-in year. capital as stated in the CPA-attested financial The term "within a 1-year period" in the report for the most recent year.

The term "within a 1-year period" in the preceding paragraph means a period of 1 year calculated retroactively from the date on which the current board of directors meeting is convened. Amounts already submitted to and passed by a resolution of the board are exempted from inclusion in the calculation.

The term "within a 1-year period" in the calculated retroactively from the date on which preceding paragraph means a period of 1 year the current board of directors meeting is calculated retroactively from the date on which convened. Amounts already submitted to and the current board of directors meeting is passed by a resolution of the board are exempted convened. Amounts already submitted to and from inclusion in the calculation. passed by a resolution of the board are At least one independent director of the exempted from inclusion in the calculation. Company shall attend the meeting in person. At least one independent director of the With respect to the matters which must be Company shall attend the meeting in person. approved by resolutions at a board meeting as With respect to the matters which must be provided in the first paragraph, any and all approved by resolutions at a board meeting as independent directors shall attend the meeting. provided in the first paragraph, any and all Where an independent director is unable to independent directors shall attend the meeting. attend the meeting, that independent director Where an independent director is unable to shall appoint another independent director to attend the meeting, that independent director attend the meeting as proxy. If an independent shall appoint another independent director to director objects to or expresses reservations attend the meeting as proxy. If an independent about such a matter, it shall be recorded in the director objects to or expresses reservations board meeting minutes; if an independent about such a matter, it shall be recorded in the director intends to express an objection or board meeting minutes; if an independent reservation but is unable to attend the meeting in director intends to express an objection or person, then unless there is a legitimate reason to reservation but is unable to attend the meeting do otherwise, that director shall issue a written in person, then unless there is a legitimate opinion in advance, which shall be recorded in reason to do otherwise, that director shall issue

Explanation

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Revision	Original	Explanation
the board meeting minutes.	a written opinion in advance, which shall be recorded in the board meeting minutes.
Article 18 (Supplementary provisions) These Rules of Procedure were established on February 29, 2008. They were first amended on April 2, 2008, and subsequently amended on December 18, 2008 (2ndamendment), March 29, 2010 (3rdamendment), December 20, 2011 (4thamendment), March 27, 2013 (5thamendment), March 29, 2017 (6thamendment), November 9, 2017 (7thamendment), March 26, 2020 (8thamendment), March 30, 2021 (9thamendment), November 9, 2022 (10thamendment) These Rules of Procedure and future amendments to these Rules shall be adopted by the approval of meeting of the board of directors and shall be reported to the shareholders meeting. The board of directors may be authorized to adopt, by resolution.	Article 18 (Supplementary provisions) These Rules of Procedure were established on February 29, 2008. They were first amended on April 2, 2008, and subsequently amended on December 18, 2008 (2ndamendment), March 29, 2010 (3rdamendment), December 20, 2011 (4thamendment), March 27, 2013 (5thamendment), March 29, 2017 (6thamendment), November 9, 2017 (7thamendment), March 26, 2020 (8thamendment), March 30, 2021 (9thamendment). These Rules of Procedure and future amendments to these Rules shall be adopted by the approval of meeting of the board of directors and shall be reported to the shareholders meeting. The board of directors may be authorized to adopt, by resolution.	Added revision date.

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Abnova （ Taiwan ） Corporation Rules of Procedure for Board of Directors (Before the revision)

Article	1	(Basis for the adoption of these Rules)
		To establish a strong governance system and sound supervisory capabilities for the company's
		board of directors and to strengthen management capabilities, these rules are adopted
		pursuant to Article 2 of the Regulations Governing Procedure for Board of Directors
		Meetings of Public Companies.
Article	2	(Scope of these Rules)
		With respect to the board of directors’ meetings of this company, the main agenda items,
		working procedures, required content of meeting minutes, public announcements, and other
		compliance requirements shall be handled in accordance with the provisions of these rules.
Article	3	(Convening and notice of board meetings)
		The board of directors shall meet at least quarterly.
		A notice of the reasons for convening a board meeting shall be given to each director before 7
		days before the meeting is convened. In emergency circumstances, however, a board meeting
		may be called on shorter notice.
		The notice to be given under the preceding paragraph may be affected by means of electronic
		transmission with the prior consent of the recipients.
		All matters set forth under Article 12, paragraph 1 of these Rules shall be specified in the
		notice of the reasons for convening a board meeting. None of those matters may be raised by
		an extraordinary motion except in the case of an emergency or for other legitimate reason.
Article	4	(Meeting notification and meeting materials)
		The designated unit responsible for the board meetings of the Company shall be Chairperson
		Office.
		The unit responsible for board meetings shall draft agenda items and prepare sufficient
		meeting materials and shall deliver them together with the notice of the meeting.
		A director who is of the opinion that the meeting materials provided are insufficient may
		request their supplementation by the unit responsible for board meetings. If a director is of the
		opinion that materials concerning any proposal are insufficient, the deliberation of such
		proposal may be postponed by a resolution of the board of directors.
Article	5	(Preparation of attendance book and other documents; attendance by proxy)
		When a board meeting is held, an attendance book shall be provided for signing-in by
		attending directors, which shall be made available for future reference.
		Directors shall attend board meetings in person. A director unable to attend in person may
		appoint another director to attend the meeting in his or her place in accordance with the
		Company's articles of incorporation. Attendance by videoconference will be deemed
		attendance in person.
		A director who appoints another director to attend a board meeting shall in each instance
		issue a proxy form stating the scope of authorization with respect to the reasons for convening
		the meeting.
		The proxy referred to in paragraph 2 may be the appointed proxy of only one person.
Article	6	(Principles for determining the place and time of a board meeting)
		A board meeting shall be held at the premises and during the business hours of the Company,
		or at a place and time convenient for all directors to attend and suitable for holding board
		meetings.
Article	7	(Chair and acting chair of a board meeting)
		Board meetings shall be convened and chaired by the chairperson of the board. However,
		with respect to the first meeting of each newly elected board of directors, it shall be called and
		chaired by the director that received votes representing the largest portion of voting rights at

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the shareholders meeting in which the directors were elected; if two or more directors are so entitled to convene the meeting, they shall select from among themselves one director to serve as chair.

When the chairperson of the board is on leave or for any reason unable to exercise the powers of chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson is also on leave or for any reason unable to exercise the powers of vice chairperson, the chairperson shall appoint one of the managing directors to act, or, if there are no managing directors, one of the directors shall be appointed to act as chair. If no such designation is made by the chairperson, the managing directors or directors shall select one person from among themselves to serve as chair.

Article 8 (Reference materials, non-voting participants, and holding board meetings) When a board meeting is held, the Chairperson Office shall furnish the attending directors with relevant materials for ready reference.

As merited by the content of a proposal to be put forward at the Company’s board meeting, personnel from a relevant department or a subsidiary may be notified to attend the meeting as non-voting participants.

When necessary, certified public accountants, attorneys, or other professionals retained by the Company may also be invited to attend the meeting as non-voting participants and to make explanatory statements, if they shall leave the meeting when deliberation or voting takes place.

The chair shall call the board meeting to order at the appointed meeting time and when more than one-half of all the directors are in attendance.

If one-half of all the directors are not in attendance at the appointed meeting time, the chair may announce postponement of the meeting time, provided that no more than two such postponements may be made. If the quorum is still not met after two postponements, the chair shall reconvene the meeting in accordance with the procedures in Article 3, paragraph 2. The number of "all directors," as used in the preceding paragraph and in Article 16, paragraph 2, subparagraph 2, shall be counted as the number of directors then actually in office.
Article 9 (Documentation of a board meeting by audio or video) Proceedings of a board meeting shall be recorded in their entirety in audio or video, and the recording shall be retained for a minimum of 5 years. The record may be retained in electronic form.

If any litigation arises with respect to a resolution of a board meeting before the end of the retention period of the preceding paragraph, the relevant audio or video record shall be retained until the conclusion of the litigation.

Where a board meeting is held by videoconference, the audio or video documentation of the meeting constitutes part of the meeting minutes and shall be retained for the duration of the existence of the Company.

Article 10 (Agenda items) Agenda items for regular board meetings of the Company shall include at least the following:

Matters to be reported:
(1) Minutes of the last meeting and action taken.
(2) Important financial and business matters.
(3) Internal audit activities.
(4) Other important matters to be reported.
Matters for discussion:
(1) Items for continued discussion from the last meeting.
(2) Items for discussion at this meeting.
Extraordinary motions.

Article 11 (Discussion of proposals)

The board meeting shall follow the agenda given in the meeting notice. However, the agenda may be changed with the approval of most directors in attendance at the board meeting. The chairperson may not declare the meeting closed without the approval of most of the directors in attendance at the meeting.

At any time during the course of the board meeting, if the number of directors sitting at the meeting does not constitute a majority of the attending directors, then upon the motion by a

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director sitting at the meeting, the chair shall declare a suspension of the meeting, in which case Article 8, paragraph 5 shall apply mutatis mutandis.

Article 12 (Matters requiring discussion at a board meeting) The matters listed below as they relate to the Company shall be raised for discussion at a board meeting:

The Company business plan
Annual and semi-annual financial reports audited and attested by a certified public accountant (CPA).
Adoption or amendment of an internal control system pursuant to Article 14-1 of the Securities and Exchange Act and assessment of the effectiveness of the internal control system.
Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act of any handling procedures for material financial or business transactions, such as the acquisition or disposal of assets, derivatives trading, loans of funds to others, and endorsements or guarantees for others.
The offering, issuance, or private placement of equity-type securities.
The appointment or discharge of a financial, accounting, or internal audit officer.
A donation to a related party or a major donation to a non-related party, provided that a public-interest donation of disaster relief that is made for a major natural disaster may be submitted to the following board of directors meeting for retroactive recognition.
Any matter that, under Article 14-3 of the Securities and Exchange Act or any other law, regulation, or bylaw, must be approved by resolution at a shareholder meeting or board meeting, or any material matter as may be prescribed by the competent authority.

The term "related party" in subparagraph 8 of the preceding paragraph means a related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term "major donation to a non-related party" means an individual donation, or cumulative donations within a 1-year period to a single recipient, at an amount of NTD100 million or more, or at an amount equal to or greater than 1 percent of net operating revenue or 5 percent of paid-in capital as stated in the CPA-attested financial report for the most recent year.

At least one independent director of the Company shall attend the meeting in person. With respect to the matters which must be approved by resolutions at a board meeting as provided in the first paragraph, any and all independent directors shall attend the meeting. Where an independent director is unable to attend the meeting, that independent director shall appoint another independent director to attend the meeting as proxy. If an independent director objects to or expresses reservations about such a matter, it shall be recorded in the board meeting minutes; if an independent director intends to express an objection or reservation but is unable to attend the meeting in person, then unless there is a legitimate reason to do otherwise, that director shall issue a written opinion in advance, which shall be recorded in the board meeting minutes.

Article 12-1 The remuneration of directors and managerial officers shall be made recommendations by the remuneration committee before the matter is submitted to the board of directors for deliberation.

If the board of directors will decline to adopt, or will modify, a recommendation of the remuneration committee, it shall require the consent of a majority of the directors in attendance at a meeting attended by two-thirds or more of the entire board, which in its resolution shall give the comprehensive consideration under the preceding paragraph and shall specifically explain whether the remuneration passed by it exceeds in any way the recommendation of the remuneration committee.

If the remuneration passed by the board of directors exceeds the recommendation of the

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remuneration committee, the circumstances and cause for the difference shall be specified in the board meeting minutes, and shall be publicly announced and reported on the information reporting website designated by the competent authority within 2 days counting from the date of passage by the board of directors.

Article 13 (Voting-I) When the chair at a board meeting is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call a vote. When a proposal comes to a vote at a board meeting, if no attending director voices an objection following an inquiry by the chair, the proposal will be deemed approved. If there is an objection following an inquiry by the chair, the proposal shall be brought to a vote. One voting method for proposals at a board meeting shall be selected by the chair from among those below, provided that when an attending director has an objection, the chair shall seek the opinion of the majority to make a decision: 1. A show of hands or a vote by voting machine. 2. A roll call vote.

A vote by ballot.
A vote by a method selected at the Company's discretion. "Attending directors," as used in the preceding two paragraphs, does not include directors that may not exercise voting rights pursuant to Article 15, paragraph 1. Article 14 (Voting-II and methods for vote monitoring and counting) Except where otherwise provided by the Securities and Exchange Act and the Company Act, the passage of a proposal at a board meeting shall require the approval of most of the directors in attendance at a board of directors meeting attended by a majority of all directors. When there is an amendment or alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. If anyone among them is passed, the other proposals shall then be deemed rejected, and no further voting on them shall be required. If a vote on a proposal requires monitoring and counting personnel, the chair shall appoint such personnel, providing that all monitoring personnel shall be directors. Voting results shall be made known on-site immediately and recorded in writing. Article 15 (Recusal system for directors) If a director or a juristic person that the director represents is an interested party in relation to an agenda item, the director shall state the important aspects of the interested party relationship at the respective meeting. When the relationship is likely to prejudice the interest of the Company, that director may not participate in discussion or voting on that agenda item and shall recuse himself or herself from the discussion or the voting on the item and may not exercise voting rights as proxy for another director.

Where the spouse, a blood relative within the second degree of kinship of a director, or any company which has a controlling or subordinate relation with a director has interests in the matters under discussion in the meeting of the preceding paragraph, such director shall be deemed to have a personal interest in the matter.Where a director is prohibited by the preceding paragraph from exercising voting rights with respect to a resolution at a board meeting, the provisions of Article 180, paragraph 2 of the Company Act apply mutatis mutandis in accordance with Article 206, paragraph 3 of the same Act. Article 16 (Meeting minutes and sign-in matters) Discussions at a board meeting shall be recorded in the meeting minutes, and the minutes shall fully and accurately state the matters listed below:

The meeting session (or year) and the time and place of the meeting.
The name of the chairperson.
The directors' attendance at the meeting, including the names and the number of directors in attendance, excused, and absent.
The names and titles of those attending the meeting as non-voting participants.
The name of the minute taker.
The matters reported at the meeting.
Agenda items: the method of resolution and the result for each proposal; a summary of the
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comments made by directors, experts, or other persons; the name of any director that is an interested party as referred to in paragraph 1 of the preceding article, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal; opinions expressing objections or reservations at the meeting that were included in records or stated in writing; and any opinion issued in writing by an independent director pursuant to Article 12, paragraph 2.

Extraordinary motions: The name of the mover, the method of resolution and the result, a summary of the comments of any director, expert, or other person; the name of any director that is an interested party as referred to in paragraph 1 of the preceding article, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal; and their objections or reservations and any recorded or written statements.
Other matters required to be recorded.

The occurrence of any of the following circumstances, with respect to a resolution passed at a board meeting, shall be stated in the meeting minutes, and shall be publicly announced and filed on the website of the Market Observation Post System designated by the Financial Supervisory Commission, within 2 days from the date of the meeting:

Any objection or expression of reservations by an independent director expresses of which there is a record or written statement.
If the Company has set up an audit committee, matters without having been passed by the audit committee, a resolution is adopted with the approval of two-thirds or more of all directors.

The attendance book constitutes part of the minutes for each board meeting and shall be retained for the duration of the existence of the Company.

The minutes of a board meeting shall bear the signature or seal of both the chair and the minute taker, and a copy of the minutes shall be distributed to each director within 20 days after the meeting. The minutes shall be deemed important corporate records and appropriately preserved during the existence of the Company.

The meeting minutes of paragraph 1 may produce and distributed in electronic form.

Article 17 (Principles with respect to the delegation of powers by the board) Except for matters required to be discussed at a board meeting under Article 12, paragraph 1, when the board of directors appoints a party to exercise the powers of the board in accordance with applicable laws and regulations or the Company's articles of incorporation, the levels of such delegation and the content or matters it covers shall be definite and specific.

Article 18 (Supplementary provisions) These Rules of Procedure were established on February 29, 2008. They were first amended on April 2, 2008, and subsequently amended on December 18, 2008 (2nd amendment), March 29, 2010 (3rd amendment), December 20, 2011 (4th amendment), March 27, 2013 (5th amendment), March 29, 2017 (6th amendment), November 9, 2017 (7th amendment), March 26, 2020 (8th amendment), March 30, 2021 (9th amendment).

These Rules of Procedure and future amendments to these Rules shall be adopted by the approval of meeting of the board of directors and shall be reported to the shareholders meeting. The board of directors may be authorized to adopt, by resolution.

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Appendix 6 Abnova (Taiwan) Corporation Articles of Incorporation

Chapter 1 General Provisions

Article 1 The Company is organized in accordance with the provisions of the Company Act as limited company and registered under the business name of 亞諾法生技股份有限公司 , English name is 「 Abnova (Taiwan) Corp. 」 .

Article 2 The businesses of the Company are as follows:

1.C801010 Basic Industrial Chemical Manufacturing.
2.C801030 Precision Chemical Material Manufacturing.
3.C802060 Animal Use Medicine man.
4.C802080 Pesticides Manufacturing. 5.C802100 Cosmetics Manufacturing.
6.F103010 Wholesale of Animal Feeds.
7.F107050 Wholesale of Fertilizer. 8.F107070 Wholesale of Veterinary Drugs.
9.F107080 Wholesale of Environment Medicines.
10.F107200 Wholesale of Chemical Feedstock. 11.F108040 Wholesale of Cosmetics. 12.F113030 Wholesale of Precision Instruments. 13.F207050 Retail Sale of Manure. 14.F207070 Retail Sale of Veterinary Drugs. 15.F207080 Retail Sale of Environment Medicine. 16.F207200 Retail Sale of Chemical Feedstock. 17.F208040 Retail Sale of Cosmetics 18.F208050 Retail Over-the-counter drugs class B. 19.F213040 Retail Sale of Precision Instruments. 20.F401010 International Trade. 21.F601010 Intellectual Property Rights 22.I102010 Investment Consulting. 23. I103060 Management Consulting. 24.IC01010 Medicine Inspection. 25.IG01010 Biotechnology Services. 26.IZ09010 Management System Certification. 27.C802041 Drugs and Medicines Manufacturing. 28.F208021 Retail Sale of Western Pharmaceutical. 29.F108021 Wholesale of Western Pharmaceutical. 30.CF01011 Medical Devices Manufacturing. 31.F108031 Wholesale of Medical Devices. 32.F208031 Retail Sale of Medical Apparatus. 33.JE01010 Rental and Leasing.

34.ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.

Article 3 In order to achieve the goal of diversified operation, the total amount of the Company’s re-investments of other companys may be more than 40 percent of the paid-in capital.

Article 4 The Company may make guarantees externally as the needs of the business may require.

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Article 5 The Company shall have its head office in Taipei City, the Republic of China, and may, pursuant to a resolution adopted at the meeting of the Board of Directors, set up branch offices within or outside the territory of the Republic of China when deemed necessary.
Article 6 The announcement method of the Company shall be handled in accordance with Article 28 of the Company Act.

Chapter 2 Shares

Article 7 The total amount of the Company’s capital is NTD 800,000,000, which is divided into 80,000,000 shares, with a value per share of NTD 10, with the unissued shares to be issued by installments by the Board of Directors under authorization. NTD 70 million shall be retained in the capital referred to in the preceding paragraph for the issuance of employee stock warrants, the total issued shares are 7,000,000 with a value per share of NTD 10, the shares to be issued by installments by the Board of Directors under authorization. After the Company's public offering, if it is proposed to issue employee stock warrants at a price lower than the subscription price specified in Article 53 of “Regulations Governing the Offering and Issuance of Securities by Securities Issuers”, it shall obtain approval by the majority votes in a meeting of the board of directors at which two-thirds or more directors are present.
Article 8 The shares of the Company are registered shares and shall be assigned with serial numbers, and the share certificates shall be affixed with the signatures or personal seals of the director representing the company and shall be duly certified or authenticated by the bank which is competent to certify shares under the laws before issuance thereof. The shares issued by the Company shall be transferred by way of book-entry transfer and not printing its share certificate in accordance with the provision of the law, but the issued shares shall be registered with a centralized securities depositary enterprise and follow the regulations of that enterprise. The same applies to the issuance of other securities.
Article 8-1 After the Company's public offering, If the company would like to cease its status as a public company, in addition to the approval of the board of directors, and after the resolution of the shareholders' meeting in accordance with Article 156-2 of the Company Act, it can handle the relevant matters of the cease of its status as a public company.
Article 9 Except as otherwise provided by laws and regulations and securities rules, shareholders of the Company shall handle stock affairs such as stock transfer, pledge of rights, loss reporting, inheritance, gift and seal loss reporting, change or address change in accordance with the " Regulations Governing the Administration of Shareholder Services of Public Companies ".
Article 10 Transfer of shares will not be altered within 60 days prior to the convening date of a regular shareholders' meeting, or within 30 days prior to the convening date of a special shareholders' meeting, or within 5 days prior to the target date fixed by the Company for distribution of dividends, bonus or other benefits.

Chapter 3 Shareholders’ Meetings

Article 11 Shareholders’ meetings of the Company are of two kinds:
(1) Regular meeting: Regular meetings shall be convened at least once a year by the Board of Directors according to the law within six months after close of each fiscal year.
(2) Special meeting. A special shareholders’ meeting may be convened in accordance with relevant laws and regulations when necessary.
Article 12 Notice with the date, time, place and reason for convening of a regular shareholders’ meeting shall be sent to each shareholder 30 days prior to the meeting and special shareholders’ meeting shall be sent 15 days prior to the meeting.
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Article 12-1 The shareholders' meeting of this company may be held by means of video conferencing or other means announced by the Ministry of Economic Affairs.
Article 13 Resolutions at a shareholders' meeting shall, unless otherwise provided for in the Company Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares. Shareholders may attend the meeting in person or by proxy.
Article 14 Except the restricted or non-voting shares listed in the relevant provisions of the Company Act, a shareholder shall have one voting power in respect of each share in his/her/its possession.
Article 15 If shareholders are unable to attend the shareholders’ meeting in person for any cause, in addition to the provisions of Article 177, Article 177-1, and Article 177-2 of the Company Law, after the public offering of this company, it shall also be handled in accordance with the " Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies " promulgated by the competent securities authority.
Article 15-1 Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting and shall be handled in accordance with Article 183 of the Company Act.
Article 16 If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, his/her agent shall be handled in accordance with Paragraph 3 of Article 208 of the Company Act. If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves. The resolution of the shareholders' meeting shall be handled in accordance with the Rules of Governance Shareholders' Meeting of the Company.

Chapter 4 Directors, Audit Committee and Managerial Officer

Article 17 The company has five to nine directors, who shall be elected by the shareholders’ meeting from among the persons with disposing capacity. The term of office of a director is three years; but he/she may be eligible for re-election. The election of directors (including independent directors) adopts the candidate nomination system according to Article 192-1 of the Company Act.
A company may obtain directors liability insurance with respect to liabilities resulting from exercising their duties during their terms of directorship. The total percentage of shareholdings of all the directors selected shall be handled in accordance with the provisions of the competent authority for securities.
Article 17-1 The company complies with the provisions of Article 183 of the Securities and Exchange Act and the number of directors in Article 17 of the Articles of Incorporation, the number of independent directors shall not be less than three and not less than one-fifth of the total number of directors.
Independent directors shall possess professional knowledge and there shall be restrictions on their shareholdings and the positions they may concurrently hold. Regulations governing the professional qualifications, restrictions on shareholdings and concurrent positions held, method of nomination and election, and other matters for compliance with respect to independent directors shall be prescribed by the Competent Authority.
Article 17-2 The company set up the audit committee according to the law, the audit committee shall be composed of the entire number of independent directors. It shall not be fewer than three persons in number, one of whom shall be convener, and at least one of whom shall have accounting or financial expertise. The Audit Committee is responsible for implementing the functions and powers of supervisors as prescribed by the Securities and Exchange Act, Company Act, and other laws and regulations.
Article 18 The board of directors shall elect a chairperson of the board directors from among the directors by a majority vote at a meeting attended by over two-thirds of the directors, and depending on the actual needs to elect a vice chairperson of the board. The chairperson represents the company. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, his/her agent shall be handled in accordance with Paragraph 3 of Article 208 of the Company Act.
Article 19 A Board of Directors’ meeting shall be convened at least once quarterly, and a notice with reasons for convening such meeting shall be sent to each director 7 days prior to the meeting date; In the case of emergency, a Board of Directors’ meeting may be convened at
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any time without sending notices 7 days prior to the meeting date. The notice for calling a meeting of the directors may be effected by means of writing, electronic email or facsimile. The resolutions in a Board of Directors’ meeting shall be adopted by a majority of attending directors in the meeting attended by more than most of all directors, except as otherwise provided by the Company Act. In case a meeting of the board of directors is proceeded via visual communication network, then the directors taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.

Article 20 If a director is unable to attend the board meeting in person for some reason, he/her may entrust another director to attend the meeting in accordance with the law. A director may accept the appointment to act as the proxy referred to in the preceding Paragraph of one other director only.

Article 20-1 Deleted.

Article 20-2 Deleted.

Article 21 The board of directors of the Company may set up other functional committees for the needs of business operation, and the establishment and authority of the relevant committees shall be in accordance with the regulations prescribed by the competent authority.
Article 22 The Company may have one or more managerial officers. Appointment, discharge, and the remuneration of the managerial officers shall follow Article 29 of the Company Act.

Chapter 5 Accounting

Article 23 The fiscal year of the Company starts from January 1 to December 31 every year. Upon close of each fiscal year, the Board of Directors shall prepare various reports and financial statements in accordance with the Company Act:
1) Report on Operations.
2) Financial Statements.
3) Proposals Concerning Appropriation of Net Profits of Making Up.
The proposal of surplus earning distribution or loss off-setting, together with the business report and financial statements, shall be forwarded to Audit Committee for auditing, and afterwards be submitted to the board of directors for approval.
Article 24 If the company makes a profit in the year (the so-called profit means after deducting the profit before the distribution of employee remuneration and directors' remuneration from the annual pre-tax profit), no less than 1% shall be allocated for employee remuneration and no more than 3% for directors' remuneration. However, if the company still has accumulated losses (including adjusting the amount of undistributed earnings), the amount of compensation shall be retained in advance.
The employees’ remuneration in the preceding paragraphs shall be distributed in the form of shares or in cash; The distribution objects may include employees of affiliated companies who meet the conditions prescribed by the board of directors. The remuneration of the directors referred to in the preceding paragraph may only be paid in cash. The preceding two paragraphs shall be implemented by resolution of the board of directors and shall be submitted to the shareholders’ meeting.
Article 24-1 If the Company's annual final account has net profit after tax for the current period, the accumulated loss shall be covered first, set aside 10% of such profits as a legal reserve. However, when the legal reserve amounts to the authorized capital, this shall not apply. Appropriation or reversal of special reserves in accordance with laws and regulations or regulations of the competent authority. If there is any balance, and the undistributed earnings at the beginning of the same period (including adjusting the amount of undistributed earnings) when the distributable dividends and bonuses may be paid in cash , it can be implemented after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and such distribution shall be submitted to the shareholders’ meeting. If it’s distributed in the form of new shares, it shall be distributed after the resolution of the shareholders' meeting. According to Article 240, paragraph 5, the company may, by a resolution adopted by a majority of the shareholders present who represent two-thirds or more of the total number of its outstanding shares of the company, have the surplus profit distributable as dividends and bonuses in whole or in part distributed in the form of new shares to be issued by the company for such purpose and shall be submitted to the shareholders’ meeting. The dividend policy of the Company is to allocate no less than 10% of the distributable earnings to shareholders each year in accordance with the current and future development plans, considering the investment environment, capital demand and domestic and foreign competition, and considering the interests of shareholders. However, when the accumulated
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distributable earnings are less than 3% of the paid-in capital, the dividend may not be distributed. The distribution of dividends to shareholders may be made in cash or stock, and the cash dividends shall not be less than 10% of the total dividends.
Article 24-2 According to Article 241 of the Company Act, the Company distributes its legal reserve and the following capital reserve, in whole or in part, by issuing new shares which shall be distributable as dividend shares to its original shareholders in proportion to the number of shares being held by each of them or by cash. When it is paid in cash, the resolution shall be adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors and it shall be submitted to the shareholders’ meeting.
Article 25 The directors of the Company may draw the travel and transportation fees by time, and the amount of which shall be determined by the Board of Directors in accordance with the normal level of the industry.
Article 26 The directors of the Company may get paid monthly, and the amount of which shall be determined by the Board of Directors in accordance with the normal level of the industry. The Company may provide independent directors with reasonable remuneration different from that of ordinary directors.

Chapter 6 Additions

Article 27 The organizational regulations and working rules are separately stipulated.
Article 28 In regard to all matters not provided for in these Articles of Incorporation, the Company Act shall govern.
Article 29 These Articles of Incorporation are agreed to and signed on December 19, 2001.
1[st] Amendment was made on April 29, 2002;
2[nd] Amendment was made on July 4, 2002;
3[rd] Amendment was made on November 28, 2003;
4[th] Amendment was made on March 1, 2004;
5[th] Amendment was made on March 1, 2004;
6[th] Amendment was made on June 29, 2007;
7[th] Amendment was made on February 29, 2008;
8[th] Amendment was made on June 30, 2008;
9[th] Amendment was made on June 17, 2010;
10t Amendment was made on June 15, 2012;
11[th] Amendment was made on June 23, 2014;
12[th] Amendment was made on June 20, 2016;
13[th] Amendment was made on June 23, 2017; 14[th] Amendment was made on June 26, 2019; 15[th] Amendment was made on May 31, 2022.

Abnova (Taiwan) Corporation

Chairperson: Wilber Huang

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Appendix 7 Abnova (Taiwan) Corporation Rules of Governing Shareholders’Meeting

Article1 To establish a strong governance system and sound supervisory capabilities for the Company's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
Article2 The rules of procedures for the Company's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.
Article3 Unless otherwise provided by law or regulation, the Company's shareholders meetings shall be convened by the board of directors.
Changes to how the Company convenes its shareholders meeting shall be resolved by the board of directors and shall be made no later than mailing of the shareholders meeting notice.
The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. The Company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. If, however, the Company has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, the Company shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby.
This Corporate shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders meeting:
For physical shareholder’s meetings, to be distributed on-site at the meeting.
For hybrid shareholder’s meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
For virtual-only shareholder’s meetings, electronic files shall be shared on the virtual meeting platform.

The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

Election or dismissal of directors or supervisors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.

Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.

A shareholder holding one percent or more of the total number of issued shares may submit to the Company a proposal for discussion at a regular shareholders meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of

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the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.

Prior to the book closure date before a regular shareholders meeting is held, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.
Article4 For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization. A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting and shall deliver the proxy form to the Company before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
If, after a proxy form is delivered to the Company, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to the Company two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
Article5 (Principles determining the time and place of a shareholders meeting)
The venue for a shareholders meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
The restrictions on the place of the meeting shall not apply when the Company convenes a virtual-only shareholders meeting.
Article6 (Preparation of documents such as the attendance book)
The Company shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") will be accepted, the place to register for attendance, and other matters for attention.
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.
Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with the Company two days before the meeting date.
In the event of a virtual shareholders meeting, the Company shall upload the meeting agenda book,
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annual report, and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
Article6-1 (Convening virtual shareholders meetings and particulars to be included in shareholders meeting notice)
To convene a virtual shareholders meeting, the Company shall include the follow particulars in the shareholders meeting notice:
How shareholders attend the virtual meeting and exercise their rights.
Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents, or other force majeure events, at least covering the following particulars:
- (1)To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
- (2)Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.
- (3)In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
- (4)Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.
To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified.
Article7 (The chair and non-voting participants of a shareholders meeting)
If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the directors to act as chair. Where the chairperson does not make such a designation, the directors shall select from one person among themselves to serve as chair.
It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.
If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.
Article 8 (Documentation of a shareholders meeting by audio or video)
The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.
The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
Where a shareholders meeting is held online, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.
The information and audio and video recording in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
In case of a virtual shareholders meeting, the Company is advised to audio and video record the back-end operation interface of the virtual meeting platform.
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Article 9 Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.
The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting.
However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders meeting, the Company shall also declare the meeting adjourned at the virtual meeting platform.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month. In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register to the Company in accordance with Article 6.

When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.

Article10 (Shareholder speech)

If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting. Article 11 (Calculation of voting shares and recusal system)

Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the

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same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.

As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.

Article 12 Voting at a shareholders meeting shall be calculated based the number of shares.
With respect to resolutions of shareholder’s meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares. When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder. The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
Except for a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article 13 A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.

When the Company holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company before two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person or online, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and in the Company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.

Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

When the Company convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the

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virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.

In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.

When the Company convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.

When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.
Article14 The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, and the names of directors not elected and number of votes they received.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 15 Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights) and disclose the number of voting rights won by each candidate in the event of an election of directors. The minutes shall be retained for the duration of the existence of the Company.
Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.
When convening a virtual-only shareholder meeting, other than compliance with the requirements in the preceding paragraph, the Company shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders meeting online.
Article 16 (Public disclosure)
On the day of a shareholders meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders meeting. In the event a virtual shareholders meeting, the Company shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
During the Company's virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.
If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or Taipei Exchange Market) regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed period.
Article 17 (Maintaining order at the meeting place)
Staff handling administrative affairs of a shareholders meeting shall wear identification cards or
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arm bands.

The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."

At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.

When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 18 (Recess and resumption of a shareholders meeting)
When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
Article 19 (Disclosure of information at virtual meetings)
In the event of a virtual shareholders meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.
Article 20 (Location of the chair and secretary of virtual-only shareholders meeting)
When the Company convenes a virtual-only shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.
Article 21 (Handling of disconnection)
In the event of a virtual shareholders meeting, the Company may offer a simple connection test to shareholders prior to the meeting and provide relevant real-time services before and during the meeting to help resolve communication technical issues.
In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.
For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.
For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.
During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors.
When the Company convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph is required.

。

Article 22 (Handling of digital divide)

When convening a virtual-only shareholders meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online.
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Article 23 Matters not covered by these Rules shall be handled in accordance with the provisions of the Company Law, the Securities and Exchange Law and other relevant laws and regulations.
Article 24 These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be affected in the same manner. These Rules of Incorporation are adopted on February 12, 2004.
1st Amendment was made on June 30, 2008;
2nd Amendment was made on June 15, 2012;
3rd Amendment was made on June 19, 2013;
4th Amendment was made on June 23, 2015;
5th Amendment was made on June 23, 2017; 6th Amendment was made on June 26, 2019; 7th Amendment was made on June 17, 2020; 8th Amendment was made on July 7, 2021; 9th Amendment was made on May 31, 2022.
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Appendix 8 Abnova (Taiwan) Corporation Rules for Election of Board of Directors

Article 1 To ensure a just, fair, and open election of directors, these Procedures are adopted pursuant to Articles 21 and 41 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
Except as otherwise provided by law and regulation or by the Company's articles of incorporation, elections of directors shall be conducted in accordance with these Procedures.
Article 2 The overall composition of the board of directors shall be taken into consideration in the selection of the Company's directors. The composition of the board of directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:
Basic requirements and values: Gender, age, nationality, and culture.
Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.

Each board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in the board are as follows:

The ability to make judgments about operations.
Accounting and financial analysis ability.
Business management ability.
Crisis management ability.
Knowledge of the industry.
An international market perspective.
Leadership ability.
Decision-making ability.

More than half of the directors shall be persons who have neither a spousal relationship nor a relationship within the second degree of kinship with any other director. The board of directors of the Company shall consider adjusting its composition based on the results of performance evaluation.

Article 3 The qualifications for the independent directors of the Company shall comply with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.
The election of independent directors of the Company shall comply with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies and shall be conducted in accordance with the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
Article 4 Elections of directors at the Company shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act. When the number of directors falls below five due to the dismissal of a director for any reason, the Company shall hold a by-election to fill the vacancy at its next shareholders meeting. When the number of directors falls short by one third of the total number prescribed in the Company’s articles of incorporation, the Company shall call a special shareholder meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies. When the number of independent directors falls below that required under the proviso of Article 14-2, paragraph 1 of the Securities and Exchange Act, a by-election shall be held at the
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next shareholders meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.

Article 5 The cumulative voting method shall be used for election of the directors at the Company. Each share will have voting rights in number equal to the directors to be elected and may be cast for a single candidate or split among multiple candidates.
Article 6 The board of directors or authorized convener shall prepare separate ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
Article 7 The number of directors will be as specified in the Company's articles of incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.
Article 8 Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.

Article 9 A ballot is invalid under any of the following circumstances:

The ballot was not prepared by a person with the right to convene.
A blank ballot is placed in the ballot box.
The writing is unclear and indecipherable or has been altered.
The candidate whose name is entered in the ballot does not conform to the director candidate list.
Other words or marks are entered in addition to candidates’account name (name), and the number of voting rights allotted.
Article 10 The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair on the site. The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 11 The Company shall announce and report the election results on the website designated by the competent authority.
Article 12 These Procedures, and any amendments hereto, shall be implemented after approval by a shareholders meeting.
These procedures are adopted on June 23, 2017.
1[st] Amendment was made on June 26, 2019;
2[nd] Amendment was made on July 7, 2021.
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Appendix 9 Abnova (Taiwan) Corporation Shareholding of Directors

As of March 17, 2023, the book closure date of this general shareholders' meeting, the paid-in capital of the Company was NTD605,535,940, and the total number of issued shares was 60,553,594.
According to article 26 of Securities and Exchange Act and Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, the minimum required combined shareholding of all directors shall be 4,844,287.
The total shareholding (including individual and the whole) in the register of shareholders has met the legal percentage standard.
The Company sets up an audit committee to replace the supervisor's authority
Shareholding list of the board of directors:

Title	Name	Date elected	Term	Shareholding recorded in the register of shareholders on the book closure date	Shareholding recorded in the register of shareholders on the book closure date
				Shares	Shareholding ratio(%)
Chairperson	Wilber Huang	June 17, 2020	3 years	3,651,144	6.03%
Director	Harmony Investment Co., Ltd. Representative: Chiu Chi Ching	June 17, 2020	3 years	2,448,294	4.04%
Director	China Wire & Cable Co., Ltd Representative: Chen Yueh Hung	June 17, 2020	3 years	1,037,017	1.71%
Director	Rong Hao Investment Co., Ltd. Representative: Chen Fang Wen	June 17, 2020	3 years	540,000	0.89%
Independent Director	Lin Jia Hsie	June 17, 2020	3 years	208,688	0.34%
Independent Director	Su Jin Jun	June 17, 2020	3 years	-	-
Independent Director	Ye Shao De	June 17, 2020	3 years	-	-
Number of shares held by all directors				7,885,143	13.02%

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Appendix 10 Statement on acceptance of shareholder proposals and nominated director candidates

Explanation:

According to article 172-1 and article 192-1 of Company Act, Shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of a company may propose to the company a proposal for discussion at a general shareholders’ meeting and a roster of director candidates.
Only one matter shall be allowed in each single proposal, the number of words of a proposal shall be limited to not more than three hundred (300) words, and in case a proposal contains more than one matter or more than 300 words or more than one matters in a single proposal, such proposal shall not be included in the agenda.
The roster of candidates for nominating directors is limited to 7 (including 3 independent directors). If the number of shareholders' nominations exceeds the number of directors (including independent directors) to be elected or the candidates for directors (including independent directors) nominated do not meet the legal qualifications, they will not be included in the roster of candidates.
The period of acceptance of shareholders' proposals and nominations at the general shareholders meeting is from March 7, 2023 to March 16, 2023, and has been announced in TWSE MOPS according to law.
During the above-mentioned acceptance of shareholder proposals and nominations period, no shareholder proposals and nominations were received except for the candidates nominated by the Board of Directors of the Company (including independent directors).
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AI assistant

Abnova — AGM Information 2023

52384_rns_2023-05-29_e49d9256-1d47-4fc7-8daf-8d0116da385c.pdf

2023 General Shareholders’ Meeting

MEETING AGENDA

Table of Contents

Abnova （ Taiwan ） Corporation Meeting Agenda of General Shareholders’ Meeting 2023

Meeting Procedure:

1. Reported Matters

No.2

No.3

2022 Details of compensation received by individual directors:

2. Matters for Ratification

3. Elections Matters

List of candidates for directors:

List of candidates for independent directors:

4. Other Matters

The list of Release the Prohibition on 9[th] New Directors from Participation in Competitive Business

4. Please proceed to discuss.

5. Questions and Motions

6. Adjournment

Appendix 1

Abnova （ Taiwan ） Corporation 2022 Business Report

I. 2022 Operating Results: (Consolidated Financial Statements)

II. 2023 Business Plan:

1. Business Marketing:

2. Product Development:

III. The effect of external competition, the legal environment, and the overall business environment

1. External Competition:

2. Legal Environment:

3. Overall Business Environment:

Abnova （ Taiwan ） Corporation Inspection Report of Audit Committee

Appendix 3

Independent Auditors’ Report

Opinion

Basis for opinion

Key audit matter

1. Inventory valuation

Description of key audit matter:

Other matter

Responsibilities of management and those charged with governance for the financial statements

Auditor’s responsibilities for the audit of the financial statements

Auditors：

Abnova Corporation and Subsidiaries

Consolidated Balance Sheets

December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

Abnova Corporation and Subsidiaries Consolidated Statements of Comprehensive Income For the years ended December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

Abnova Corporation and Subsidiaries Consolidated Statements of Changes in Equity For the years ended December 31, 2022 and 2021

Abnova Corporation and Subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2022 and 2021 (Expressed in Thousands of New Taiwan Dollars)

Independent Auditors’ Report

Opinion

Basis for Opinion

Key audit matter

1. Inventory valuation

Description of key audit matter:

Responsibilities of management and those charged with governance for the financial statements

Auditor’s responsibilities for the audit of the financial statements

Abnova Corporation

Balance Sheets

December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

Abnova Corporation Statements of Comprehensive Income For the years ended December 31, 2022 and 2021 (Expressed in Thousands of New Taiwan Dollars)

Abnova Corporation Statements of Changes in Equity For the years ended December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

Abnova Corporation Statements of Cash Flows

For the years ended December 31, 2022 and 2021 (Expressed in Thousands of New Taiwan Dollars)

Appendix 4

Abnova （ Taiwan ） Corporation 2022 Profit Distribution Statement

Appendix 5

Abnova （ Taiwan ） Corporation Comparison table between the revision and the original of "Rules of Procedure for Board of Directors"

Explanation

Abnova （ Taiwan ） Corporation Rules of Procedure for Board of Directors (Before the revision)

Appendix 6

Abnova (Taiwan) Corporation Articles of Incorporation

Chapter 1 General Provisions

Chapter 2 Shares

Chapter 3 Shareholders’ Meetings

Chapter 4 Directors, Audit Committee and Managerial Officer

Abnova AGM Information 2023