Abnova - AGM Information 2024 | FinancialReports.eu

Stock Code：4133

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

2024 General Shareholders’ Meeting

MEETING HANDBOOK

Form: Physical shareholders’ meeting Time: 9 a.m. May 22, 2024, Wednesday Place: 1F., No. 207, Sec. 2, Tiding Blvd., Neihu Dist., Taipei City, Taiwan (R.O.C.) (XUE XUE Foundation Building)

Notice to readers .

THIS IS A TRANSLATION OF THE MEETING HANDBOOK FOR THE 2024 GENERAL SHAREHOLDERS’ MEETING (THE “HANDBOOK”) OF ABNOVA (TAIWAN) CORPORATION (THE “COMPANY”). THIS TRANSLATION IS INTENDED FOR REFERENCE ONLY AND NOTHING ELSE, THE COMPANY HEREBY DISCLAIMS ANY AND ALL LIABILITIES WHATSOEVER FOR THE TRANSLATION. THE CHINESE TEXT OF THE HANDBOOK SHALL GOVERN ANY AND ALL MATTERS RELATED TO THE INTERPRETATION OF THE SUBJECT MATTER STATED HEREIN.

．．．．．．．．．．．．．．．．．．．．．．．．．．． 1. Meeting Agenda 1 2. Meeting Procedure ．．．．．．．．．．．．．．．．．．．．．．． 2.1 Reported Matters 2 ．．．．．．．．．．．．．．．．．．．．． 2.2 Matters for Ratification 7 ．．．．．．．．．．．．．．．．．．．．． 2.3 Questions and Motions 7 ．．．．．．．．．．．．．．．．．．．．．．．．．． 2.4 Adjournment 7 3. Appendices ．．．．．．．．．．．．．．．．．．．．．． 3.1 2023 Business Report 8 ．．．．．．．．．．．．． 3.2 2023 Inspection Report of Audit Committee 12 ．．．．．．． 3.3 CPA's Audit Report and 2023 Annual Financial Statements 13 ．．．．．．．．．．．．．．．．． 3.4 2023 Profit Distribution Statement 27 3.5 Comparison table between the revision and the original of "Rules of ．．．．．．．．．．．．．．．．． Procedure for Board of Directors" 28 ．．．．．．．．．．．．．．．．．．．．． 3.6 Articles of Incorporation 36 ．．．．．．．．．．．．．． 3.7 Rules of Governing Shareholders’ Meeting 42 ．．．．．．．．．．．．．．．．．．．． 3.8 Shareholdings of Directors 52 ．．．．．．．．．． 3.9 Statement on acceptance of shareholder proposals 53

Abnova `（` Taiwan `）` Corporation Meeting Agenda of General Shareholders’ Meeting 2024

Time: 9 a.m. on Wednesday, May 22, 2024

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) 2023 Business Report
(2) Audit Committee’s Review Report on the 2023 Financial Statements
(3) Remuneration Distribution Report for Employees and Directors of 2023
(4) 2023 Remuneration report of directors
(5) 2023 Profit Distribution Report
(6) Amendment Report to Rules of Procedure for Board of Directors
Matters for Ratification
(1) 2023 Business Report and Financial Statements
(2) 2023 Profit Distribution
Questions and Motions
Adjournment
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1. Reported Matters

No.1

Proposal: 2023 Business Report

Explanation: The 2023 Business Report is attached as Appendix 1.

No.2

Proposal: Audit Committee’s Review Report on the 2023 Financial Statements Explanation: 2023 Financial statements (including individual and consolidated statements) have been audited by KPMG Certified Public Accountants, Chiang Hsiao Ling, 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 2023

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 the Remuneration Committee on February 20, 2024, the 2023 distribution proposal of employee remuneration and director remuneration is as follows.
- (1) Employee remuneration: NTD2,154,700 (Appropriation ratio is about 4.22%)
- (2) Director remuneration: NTD410,900 (Appropriation ratio is about 0.81%)
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 2023.

No.4

Proposal: 2023 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 the Articles of Incorporation, the directors of the Company may get paid monthly, 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.
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(3) If the company is profitable in the current year, 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. The actual appropriation amount and allocation policy are shown in Explanation 2.
Correlation between remuneration and performance evaluation results:
(1) Remuneration: Based on the respective participation in operation and value of contribution, responsibilities, 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 NTD410,900. (Appropriation ratio is about 0.81%). 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 2023 annual performance evaluation of the members of the Board of Directors, the evaluation results of the above evaluation items are 93~97 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 review by the Remuneration Committee, and the resolution of the Board of Directors on February 20, 2024, the amount of directors' compensation paid to each director is shown in the table above.
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2023 Details of compensation received by individual directors:

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----- Start of picture text -----

Unit: thousand NTD
Remuneration of Directors Relevant Remuneration Received by Directors Who are Also Employees
Ratio of total A, B, C, Ratio of total A, B,
Directors’
Remuneration Severance Pay Allowances and D to Net Income Salary, Bonus and Severance Pay Employee Compensation C, D, E, F, and G Remuneration
(A) (B) Compensation (D) (%) Allowance (E) (F) (G) to Net Income(%) from Invested
(C)
Companies
Title Name Companies in The All Companies in The All Companies in The All Companies in The All Companies in The All Companies in The All Companies in The All The Company All Companies Consolidated in The Companies in The All Subsidiaries or Other Than
Financial Parent
Consolidate Consolidate Consolidate Consolidate Consolidated Consolidate Consolidated Consolidate
d Financial Statements d Financial Statements d Financial Statements d Financial Statements StatementsFinancial d Financial Statements StatementsFinancial Cash Stock [Cash ] StatemeStock nts d Financial Statements Company
988.5 988.5
Chairperson Wilber Huang 240 240 0 0 58.7 58.7 4,641.4 4,641.4 11.31% 11.31% (Note 1) (Note 1) 0 0 435.6 0 435.6 0 14.57% 14.57%
Harmony
Investment Co., Ltd.
Director 240 240 0 0 58.7 58.7 0 0 0.68% 0.68% 0 0 0 0 0 0 0 0 0.68% 0.68%
Representative:
Chiu Chi Ching,
China Wire & Cable
Co., Ltd
Director 240 240 0 0 58.7 58.7 0 0 0.68% 0.68% 0 0 0 0 0 0 0 0 0.68% 0.68%
Representative:
Chen Yueh Hung
Rong Hao
Investment Co., Ltd. None
Representative:
Director Chen Fang Wen 90 90 0 0 22.0 22.0 0 0 0.25% 0.25% 0 0 0 0 0 0 0 0 0.25% 0.25%
(Resigned after the
re-election on May
15, 2023)
Pan Pacific
Investment Corp.
Representative:
Director Jih Pei Ju 150 150 0 0 36.7 36.7 0 0 0.43% 0.43% 1,314.2 1,314.2 0 0 58.3 0 58.3 0 3.56% 3.56%
(Note 2) (Note 2)
(Newly appointed
after the re-election
on May 15, 2023)
Lin Jia Hsie
Independent (Resigned after the 135 135 0 0 22.0 22.0 0 0 0.36% 0.36% 0 0 0 0 0 0 0 0 0.36% 0.36%
Director re-election on May
15, 2023)
Cha Anna
Independent Director (Newly appointed after the re-election 225 225 0 0 36.7 36.7 0 0 0.60% 0.60% 0 0 0 0 0 0 0 0 0.60% 0.60% None
on May 15, 2023)
Independent
Ye Shao De 360 360 0 0 58.7 58.7 0 0 0.96% 0.96% 0 0 0 0 0 0 0 0 0.96% 0.96%
Director
Independent
Su Jin Jun 360 360 0 0 58.7 58.7 0 0 0.96% 0.96% 0 0 0 0 0 0 0 0 0.96% 0.96%
Director
The The The The The The The
The
Company Company Company Company Company Company Company Company
----- End of picture text -----

Note 1: Chairperson Wilber Huang concurrently served as General Manager of the Corporation. Per the 24 February 2023 motion to change the general manager adopted by the Board, Mr. Wilber Huang has been relieved from concurren from the same date.

Note 2: Denotes the amount from the date elected as director to December 31, 2023.
Note 3: Explanation of Reasonableness for Directors’ Remunerations for the Year 2023: The directors’ remunerations of the Company feature the composition as follows:
(1) Remuneration: According to Article 26 of the Company's Articles of Association, “the directors of the Company may get paid monthly, the amount of which shall be determined by the Board of Directors in accordance with the normal level of the industry”. The Company has set reasonable remuneration for independent directors different from that of directors. Depending on the level of involvement, contribution value, responsibilities, and risks borne by individual directors in the Company's operations, and considering industry standards, the Board of Directors has decided the following: a director may receive a monthly remuneration of NT$20,000; meanwhile, an independent director is entitled to a higher-than-director monthly remuneration in the amount of NT$30,000, owing to their additional dedication of time and effort on the reviews in committee meetings as a part of their concurrent roles as members of the Company’s remunerations committee and audit committee. The amounts received are the same as in the year 2022.
(2) Directors’ Compensation: If there is a profit for the Company in a year, the Company shall, in accordance with Article 24 of the Articles of Incorporation, cover the accumulated losses from preceding years. If there is still a profit 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. The directors’ remunerations for the year 2023 is NT$410,900 (an allocation rate of approximately 0.81%). The directors’ remuneration for the year 2022 was NT$795,200 (an allocation rate of approximately 0.8%), and the allocation rates for both years are equivalent.
(3) Allowance: The Chairman of the Company originally served concurrently as the general manager, and the remuneration for such was recognized as part of the remuneration for concurrent employees for the year 2022. Following the adoption of proposal concerning the change to general manager in the board of directors’ meeting on February 24, 2023, the chairman's allowance was then recognized as part of the director's remuneration. Therefore, this item was added in 2023 statements as a change in recognition.

Excluding the chairman's allowance, the total remuneration received by directors amounts to NT$2,040 thousand, and the directors’ compensation is NT$410.9 thousand. The average directors’ remuneration per director in 2023 is NT$350.13 thousand, a decrease from NT$405.03 thousand in 2022, representing a decrease of NT$54.9 thousand or 13.55%. As a result, this reduction is reasonable as the after-tax profit for the year 2023 declined by 42% compared to the previous year, indicating a correlation between director remuneration and operational performance. The chairman is actively involved in the Company's operational management daily, executing supervisory responsibilities, and the allowance received is considered necessary and reasonable, as approved by the Remunerations Committee and the Board of Directors. The changes in directors’ remunerations between 2023 and 2022 are therefore considered reasonable.

No.5

Proposal: 2023 Profit Distribution Report

Explanation:1. The accumulated unappropriated retained earnings are NTD 64,923,293, added the net profit after tax in 2023 is NTD 43,677,854. Lessed NTD 618,052 earnings due to remeasurements of the net defined benefit plan and set aside NTD 4,305,980 legal reserve and NTD 291,781 special reserve, the distributable net profit is NTD 103,385,334. The proposed dividend to shareholders is NTD 43,598,588. The distribution of shareholder dividends is planned to be distributed preferentially from the 2023 profit. To learn more about the 2023 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.
If, before the distribution record date, the proposed profit distribution is affected by a buyback of shares or issuance of new shares for transferring treasury shares, cancellation or capital reduction, etc. causing 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 the No. 1120383996 document published by FSC on January 11, 2024, 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 2023 Business Report

Explanation: 1. 2023 Financial statements (including individual and consolidated statements) have been audited by KPMG Certified Public Accountants, Chiang Hsiao Ling, and Guo Ju Lan, and issued an audit report, which has been reviewed by the Audit Committee.

2023 Business Report, 2023 Inspection Report of Audit Committee, 2023 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 2023 Profit Distribution

(Proposed by the Board)

Explanation: 1. The accumulated unappropriated retained earnings are NTD 64,923,293, added the net profit after tax in 2023 is NTD 43,677,854. Lessed NTD 618,052 earnings due to remeasurements of the net defined benefit plan and set aside NTD 4,305,980 legal reserve and NTD 291,781 special reserve, the distributable net profit is NTD 103,385,334. The proposed dividend to shareholders is NTD 43,598,588. The distribution of shareholder dividends is planned to be distributed preferentially from the 2023 profit. To learn more about the 2023 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.
If, before the distribution record date, the proposed profit distribution is affected by a buyback of shares or issuance of new shares for transferring treasury shares, cancellation or capital reduction, etc. causing 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. Questions and Motions

4. Adjournment

Appendix 1 Abnova `（` Taiwan `）` Corporation 2023 Business Report

Appreciate shareholders’ support of Abnova. The following is Abnova's 2023 achievement sharing and 2024 outlook report:

I. 2023 Operating Results: (Consolidated Financial Statements)

Implementation overview and business plan implementation results: The operating revenue in 2023 was NTD 382,052,000, which is 7.2% lower than the 2022 operating income of NTD 411,756,000. The net income after tax in 2023 was NTD 43,678,000, which is a decrease of 41.64% compared with the net profit after tax of NTD 74,843,000 in 2022. 2023 EPS is NTD 0.72.
Analysis of financial balance and profitability: Please refer to the attached financial statements for the financial overview of 2023.
Research Development Overview: The expenses invested in research and development in 2023 was NTD 38,396,000, which is 21.22% lower than the 2022 expenses of NTD 48,740,000. The R&D mainly involves the products relevant to the applications of recombinant antibodies, nanobodies, miRNA, and mRNA cancer vaccine therapy platforms.

II. 2024 Business Plan:

1. Business Marketing:

Abnova engages in the sales of biological reagents for scientific research primarily through global-scale distributors and regional distributors in various countries. Abnova launched its new website in 2023, offering a more convenient and seamless online ordering experience for direct-sale customers and a user-friendly member center. The website incorporates interface concepts centering on mobile devices, presenting a fresh and improved visual appearance with enhanced user privacy protection. This aims to meet consumer demands and enhance the willingness of end customers to place orders directly on the website. In 2024, Abnova will continue to optimize its website to improve user satisfaction.

2. Product Development:

(1) miRNA Probe Customization and Catalog Products:

In Q3 2023, Abnova launched a new miRNA probe customization service and catalog products to meet the growing demand for miRNA research tools in both academic and industrial sectors. miRNA probes play a crucial role in studying miRNA expression, gene regulation, functional analysis, biomarker relevance, and drug development in biological samples. Abnova offers customization services and highly sensitive miRNA probes to meet various research needs and plans to continue expanding its miRNA catalog product line in 2024 to better cater to the evolving market demands, providing the most advanced miRNA research tools with more choices to support customers in the development of miRNA-related research fields.

miRNA Probe Customization Service:
https://www.abnova.com/en global/services/mirna_probes
miRNA Probe Catalog:

https://www.abnova.com/en-global/product/filter?category=ARAN00000000

(2) miRNA (circRNA) Sponge

miRNA (circRNA) Sponge is an artificial non-coding circular RNA. By integrating multiple miRNA targeting fragments on the miRNA sponge, the diversity of miRNA sponge adsorption can be increased. Compared to linear miRNA sponges, circular miRNA sponges lack 5' and 3' ends, exhibit low immunogenicity without the need for nucleoside modification, and resist degradation by nucleases, thereby enhancing adsorption stability and efficiency. miRNA sponges also overcome the toxicity concerns of traditional anti-miRNA oligonucleotides (AMOs) and dosage limitations associated with plasmid-based miRNA sponges. In 2023, Abnova successfully launched a new miRNA sponge product line and plans to expand its catalog product line in 2024 to provide stable and efficient miRNA sponge products, supporting both in vivo and in vitro miRNA research fields.

 miRNA Sponge Technology:

https://www.abnova.com/en global/support/technologies/circrna_sponge

(3) Recombinant Antibodies:

Recombinant antibodies are antibodies prepared through DNA sequence recombination technology, distinguished from the traditional preparation of mouse monoclonal antibodies, which involves immunizing mice, isolating B cells from their spleen or lymph nodes, and then fusing them with myeloma cell lines to select hybridoma cell lines that secrete antibodies. In contrast, recombinant antibodies are prepared through in vitro DNA sequence recombination technology, where the genes encoding the antibody's light and heavy chains are inserted into expression vectors and transfected into host cells for antibody expression. Recombinant antibodies offer several advantages, including high specificity and sensitivity, as well as superior batch-to-batch consistency. Furthermore, recombinant antibodies allow for antibody quantification using mammalian cell lines, eliminating the need for antibody quantification preparations relying on mouse ascites production, thus adhering to the 3R principle of animal experimentation.

Abnova provides a variety of high-quality recombinant antibody options rigorously tested for their specificity to meet diverse customer demands for antibodies. In 2024, Abnova will continue to improve the qualitative results of its recombinant antibody catalog products to meet customer needs with more comprehensive qualitative data.

Recombinant Antibody Catalog Products:
https://www.abnova.com/en global/product/specializedproductsearch/recomab

(4) Nanobodies:

Compared to traditional antibodies, nanobodies demonstrate several significant advantages. Nanobody molecules have a molecular weight of only one-tenth that of traditional antibodies, rendering better solubility and easier penetration of cellular tissues. Nanobodies possess higher antigen affinity, enabling them to bind more firmly and stably to antigens. Meanwhile, the low immunogenicity of nanobodies reduces the risk of immune reactions. The mass production of nanobodies can be made possible rapidly and stably through mammalian cell lines. These advantages make nanobodies promising in a wide range of applications in medical research, disease diagnosis, and treatment, particularly in the pharmaceutical industry, where they have the potential to overcome the limitations of traditional antibodies. Abnova's nanobody products not only offer customized services but also launched a nanobody catalog product at the end of 2023. In 2024, Abnova will continue to expand its catalog of targeted human gene-related nanobody products, providing refined catalog products to meet customer demands and offering more convenient

choices for customers.

Nanobodies Customization Service:
https://www.abnova.com/en global/services/nanoab_service_1
Nanobodies Catalog Products:
https://www.abnova.com/en global/product/specializedproductsearch/camelid

(5) CellTX[TM] Regeant for Cytotherapy:

The cytotherapy market continues to thrive, especially in the field of cancer treatment. Abnova has integrated the CellTX[TM] cytotherapy product line from the end of 2023 to 2024, meanwhile launching three types of cytotherapy reagents:

(1) GMP-Grade Protein for Cell Culture in Cytotherapy:
Cytotherapy procedures require the isolation and expansion of specific cells in vitro, and various cytokines are needed during the culture process to expand specific cells. Abnova is committed to meeting the high-quality demand for GMP-grade proteins for cell culture in the cytotherapy market. In Q1 2024, Abnova launched GMP-grade proteins specifically designed for cytotherapy cell culture to meet the growing demands of the expanding cytotherapy market. Abnova also provides cytotherapy culture proteins for scientific research purposes to meet different user needs.
(2) The Humanized Monoclonal Antibodies Relevant to Cytotherapy: Humanized monoclonal antibodies retain the complementarity-determining region sequences of mouse monoclonal antibodies, maintaining the affinity and specificity of the original mouse monoclonal antibodies. Other sequences are modified through humanization engineering to replace them with human antibody sequences, reducing immunogenicity and improving test safety. These antibodies are crucial in cancer research and the development of new drugs for autoimmune diseases. Leveraging years of antibody production experience, Abnova provides premium humanized monoclonal antibody catalog products for cytotherapy research through antibody humanization engineering, offering customers convenient research tools to meet the rapid development needs in the field of cytotherapy.
(3) Human and Mice CD3/CD28 ActiveBeads[TM] :
The cytotherapy process involves isolating specific cells from the blood for activation and expansion in vitro. Therefore, suitable cell activation reagents are essential for developing cytotherapy drugs. In 2023, Abnova began developing T-cell activation reagents. Through various processes including the development of CD3, and CD28 monoclonal antibodies to antibody humanization, and coupling of humanized antibodies with beads, Abnova successfully developed Human CD3/CD28 ActiveBeads[TM] . Furthermore, Abnova simultaneously launched Mouse CD3/CD28 ActiveBeads[TM] in response to the demand for mouse model testing in the development stages of cytotherapy drugs, meeting the needs of users in various stages of development.
CellTX[TM] Cytotherapy Reagent Catalog Products: https://www.abnova.com/en-global/product?category=BA0000000000

(6) mRNA Cancer Vaccine Treatment Platform Development:

The Abnova mRNA cancer vaccine therapy platform integrates antigen targets, expression vector design, and non-viral vector technology with LNP delivery, replacing the slow virus system with high manufacturing costs and limited scalability under the existing business

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models. It is expected that in 2024, optimization of the mRNA cancer vaccine for triple-negative breast cancer (TNBC) will be completed through testing in mouse models, followed by GLP preclinical animal studies and pharmacokinetic tests. Based on the data, continuous progress will be made to refine preclinical trial data.

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

1. External Competition:

In recent years, the health of humankind and the global economy has been impacted by the outbreak of COVID-19 and various infectious diseases, leading to increasing attention to the biotechnology and medicine industry.

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

3. Overall Business Environment:

About 97% 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 have had an impact on the Company, the financial department closely observes the exchange rate trend and timely assesses whether to conduct hedging derivative financial commodity transactions to reduce the exchange rate risk.

In 2024, 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: Jih Pei Ju

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 for 2023. 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 the certificate.

Abnova （ Taiwan ） Corporation Convener of Audit Committee: Cha Anna February 27, 2024

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Appendix 3 Independent Auditors’ Report

To the Board of Directors of Abnova (Taiwan) Corporation:

Opinion

We have audited the consolidated financial statements of Abnova (Taiwan) Corporation and its subsidiaries (“the Group”), which comprise the consolidated balance sheets as of December 31, 2023 and 2022, 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 (Taiwan) Corporation and its subsidiaries as of December 31, 2023 and 2022, 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 antibodies, proteins, test reagents, and testing instruments. Inventories are measured at a lower 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 (Taiwan) Corporation and its subsidiaries have a 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.

13 -

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 (Taiwan) 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 rationality 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 checks the correctness of the calculation.

Other matter

Abnova (Taiwan) Corporation has prepared its parent-company-only financial statements as of and for the years ended December 31, 2023 and 2022, on which we have issued an unqualified 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 concerned 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
14 -

effectiveness of the Group’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 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-Securitie Competent s-Auditing-1080303300 Authority Financial-Supervisory-Securitie Approved-certi s-Auditing-1070304941 fied No. February 27, 2024

15 -

Abnova Corporation and Subsidiaries

Consolidated Balance Sheets

December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

December 31, 2023 Amount ％ $ 423,515 32 491 - 39,432 3 31,099 2 408,302 30 16,983 1 919,822 68 - - 251 - 257,863 19 7,649 1 69,640 5 95,274 7 5,244 - 435,921 32 $ 1,355,743 100	December 31, 2023 Amount ％ $ 423,515 32 491 - 39,432 3 31,099 2 408,302 30 16,983 1 919,822 68 - - 251 - 257,863 19 7,649 1 69,640 5 95,274 7 5,244 - 435,921 32 $ 1,355,743 100	December 31, 2022 Amount ％ 367,065 27 246 - 59,999 4 95,657 7 396,079 29 9,146 - 928,192 67 - - 550 - 256,546 19 10,733 1 68,815 5 98,278 7 11,715 1 446,637 33 1,374,829 100 Liabilities and equity Current liabilities: 2130 Contract liability-current (Note 6(15)) 2170 Accounts payable 2200 Other payables 2230 Current tax liabilities 2280 Current lease liabilities (Note 6(10)) 2300 Other current liabilities Total current liabilities Non-current liabilities: 2570 Deferred tax liabilities (Note 6(12)) 2580 Non-current lease liabilities (Note 6(10)) 2600 Other non-current liabilities (Note 6(6) and 7) Total non-current liabilities Total liabilities Equity attributable to owners of parent (Note 6(13))`：` Ordinary share 3110 Capital surplus 3200 Retained earnings: Legal reserve 3310 Unappropriated retained earnings 3320 Special reserve 3350 Other equity interest 3400 Total equity Total liabilities and equity	December 31, 2023 Amount % $ 2,349 - 14,935 2 34,384 3 39 - 5,105 - 5,790 - 62,602 5 3,783 - 2,601 - 438 - 6,822 - 69,424 5 605,536 45 474,527 35 98,565 7 11,907 1 107,983 8 (12,199) (1) 1,286,319 95 $ 1,355,743 100	December 31, 2023 Amount % $ 2,349 - 14,935 2 34,384 3 39 - 5,105 - 5,790 - 62,602 5 3,783 - 2,601 - 438 - 6,822 - 69,424 5 605,536 45 474,527 35 98,565 7 11,907 1 107,983 8 (12,199) (1) 1,286,319 95 $ 1,355,743 100	December 31, 2022 Amount % 2,622 - 14,995 1 41,387 3 2,057 - 7,199 1 4,559 - 72,819 5 5,804 - 3,686 - 526 - 10,016 - 82,835 5 605,536 44 474,527 35 85,642 7 - - 138,196 10 (11,907) (1) 1,291,994 95 1,374,829 100	December 31, 2022 Amount % 2,622 - 14,995 1 41,387 3 2,057 - 7,199 1 4,559 - 72,819 5 5,804 - 3,686 - 526 - 10,016 - 82,835 5 605,536 44 474,527 35 85,642 7 - - 138,196 10 (11,907) (1) 1,291,994 95 1,374,829 100
Amount $ 423,515 491 39,432 31,099 408,302 16,983 919,822 - 251 257,863 7,649 69,640 95,274 5,244 435,921 $ 1,355,743		Amount 367,065 246 59,999 95,657 396,079 9,146 928,192 - 550 256,546 10,733 68,815 98,278 11,715 446,637 1,374,829	Amount $ 2,349 14,935 34,384 39 5,105 5,790		Amount 2,622 14,995 41,387 2,057 7,199 4,559 72,819 5,804 3,686 526 10,016 82,835 605,536 474,527 85,642 - 138,196 (11,907) 1,291,994 1,374,829

	68		62,602	5		5
	- - 19 1 5 7 -		3,783 2,601 438	- - -		- - -
			6,822	-		-
			69,424	5		5
			605,536 474,527 98,565 11,907 107,983 (12,199)	45 35 7 1 8 (1)		44 35 7 - 10 (1)
	32
			1,286,319	95		95
	100		$ 1,355,743	100		100

(See accompanying notes to financial statements.) Manager: JIH PEI JU

Chairperson: WILBER HUANG

Accounting supervisor: CHANG YA PING

16 -

Abnova (Taiwan) Corporation and Subsidiaries Consolidated Statements of Comprehensive Income For the years ended December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

2023	％ 100 (55)	2022
Amount $ 382,052 (208,137)		Amount 411,756 (210,327)	％
			100 (51)
173,915	45	201,429	49
(45,261) (46,117) (38,396) 3,053	(12) (12) (10) 1	(40,349) (47,216) (48,740) (698)	(10) (11) (12) -
(126,721)	(33)	(137,003)	(33)
47,194	12	64,426	16
10,528 152 (8,976) (142) (239)	3 - (2) - -	3,636 971 26,075 (152) -	1 - 6 - -
1,323	1	30,530	7
48,517 4,839	13 1	94,956 20,113	23 5
43,678	12	74,843	18
(618) - -	- - -	304 28,730 -	- 7 -
(618)	-	29,034	7
(292) -	- -	4,216 -	1 -
(292)	-	4,216	1
(910)	-	33,250	8
$ 42,768	12	108,093	26
$	0.72		1.24
$	0.72		1.23

(See accompanying notes to financial statements.) Chairperson: WILBER HUANG Manager: JIH PEI JU Accounting supervisor: CHANG YA PING

17 -

Abnova (Taiwan) Corporation and Subsidiaries Consolidated Statements of Changes in Equity For the years ended December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

		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 (11,178) 20,407 - - 4,216 28,730	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 (11,178) 20,407 - - 4,216 28,730	Total equity 1,211,756 74,843 33,250
Shares	Capital surplus 474,527 - -		Retained earnings	Unappropriated retained earnings 39,698 74,843 304
					Exchange differences on translation of foreign financial statements (11,178) - 4,216
Ordinary shares		Legal reserve 82,766 - -	Special reserve - - -
-	-	-	-	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 43,678 (618)	(6,962) - (292)	(4,945) - -	1,291,994 43,678 (910)
-	-	-	-	43,060	(292)	-	42,768
- - -	- - -	12,923 - -	- 11,907 -	(12,923) (11,907) (48,443)	- - -	- - -	- - (48,443)
$ 605,536	474,527	98,565	11,907	107,983	(7,254)	(4,945)	1,286,319

(See accompanying notes to financial statements.) Manager: JIH PEI JU

Chairperson: WILBER HUANG

Accounting supervisor: CHANG YA PING

18 -

Abnova (Taiwan) Corporation and Subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2023 and 2022 (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 (reversal gains) Interest expense Interest income Share of associates and joint ventures losses accounted for using the equity method Loss (gain) from the 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 Other 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 property, plant, and equipment Proceeds from disposal of property, plant and equipment Other receivables Acquisition of intangible assets Other financial assets Other non-current assets Other non-current liabilities Net cash flows (outflows) used in investing activities Cash flows from financing activities: Guaranteed deposits received Repayment of lease principles 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 (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of the period	2023 $ 48,517 21,491 10,820 (3,053) 142 (10,528) 239 3,453	2022 94,956 23,754 10,739 698 152 (3,636) - (7)
	22,564	31,700
	(245) 23,620 7,819 (14,548) (7,827)	194 (12,335) (439) 9,314 3,794
	8,819	528
	(273) (60) (7,033) 1,231	(16) 3,515 3,504 708
	(6,135)	7,711
	2,684	8,239
	25,248	39,939
	73,765 10,072 (142) (7,476)	134,895 3,189 (152) (5,259)
	76,219	132,673
	(19,566) 160 59,760 (9,320) 786 5,059 (88)	(1,390) 45 - (5,240) 172 (7,165) (97)
	36,791	(13,675)
	- (7,177) (48,443) -	(4,423) (8,897) (27,855) (20,225)
	(55,620)	(61,400)
	(940) 56,450 367,065	2,746 60,344 306,721
	$ 423,515	367,065

(See accompanying notes to financial statements.) Chairperson: WILBER HUANG Manager: JIH PEI JU - 19 -

Accounting supervisor: CHANG YA PING

Independent Auditors’ Report

To the Board of Directors of Abnova (Taiwan) Corporation:

Opinion

We have audited the financial statements of Abnova (Taiwan) Corporation (“the Company”), which comprise the balance sheets as of December 31, 2023, and 2022, 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, 2023 and 2022, and its financial performance and its cash flows for the years that ended by the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits by 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 by the Norm of Professional Ethics for Certified Public Accountants of the Republic of China and we have fulfilled our other ethical responsibilities by 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”.

20 -

Description of key audit matter:

The major business of the Company is the manufacturing and sales of antibodies, proteins, test reagents, and testing instruments. Inventories are measured at the lower 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 a 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 rationality 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 checks 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 by 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 concerned 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 by 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 based on these financial statements.

As part of an audit by 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 internal control.

21 -
B. Obtain an understanding of internal control relevant to the audit to design audit procedures that are appropriate in the circumstances, but not to express 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.

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-Securitie Competent s-Auditing -1080303300 Authority Financial-Supervisory-Securititi Approved-certi es-Auditing-1070304941 fied No. February 27, 2024

22 -

Abnova (Taiwan) Corporation

Balance Sheets

December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

December 31, 2023 Amount ％ $ 360,329 27 491 - 39,358 3 3,223 - 1,602 - 408,302 30 16,661 1 829,966 61 - - 87,431 7 257,749 19 7,649 1 69,640 5 95,274 7 5,238 - 522,981 39 $ 1,352,947 100	December 31, 2023 Amount ％ $ 360,329 27 491 - 39,358 3 3,223 - 1,602 - 408,302 30 16,661 1 829,966 61 - - 87,431 7 257,749 19 7,649 1 69,640 5 95,274 7 5,238 - 522,981 39 $ 1,352,947 100	December 31, 2022 Amount ％ 362,971 27 246 - 59,999 5 2,452 - - - 396,079 29 8,841 - 830,588 61 - - 97,564 7 252,134 18 10,422 1 68,815 5 98,278 7 11,715 1 538,928 39 1,369,516 100 Liabilities and equity Current liabilities: 2130 Contract liability-current (Note 6(15)) 2170 Accounts payable 2200 Other payables 2230 Current tax liabilities 2280 Current lease liabilities (Note 6(10)) 2300 Other current liabilities Total current liabilities Non-current liabilities: 2570 Deferred tax liabilities (Note 6(12)) 2580 Non-current lease liabilities (Note 6(10)) 2600 Other non-current liabilities (Note 6(6) and Note 7) Total non-current liabilities Total liabilities Equity (Note 6(13)) 3110 Ordinary share 3200 Capital surplus Retained earnings: 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings 3400 Other equity interest Total equity Total liabilities and equity	December 31,	2023 % - 2 3 - - - 5 - - - - 5 45 35 7 1 8 (1) 95 100	December 31, 2022 Amount % 2,622 - 14,995 1 36,541 3 2,015 - 6,778 - 4,555 - 67,506 4 5,804 - 3,686 - 526 - 10,016 - 77,522 4 605,536 45 474,527 35 85,642 7 - - 138,196 10 (11,907) (1) 1,291,994 96 1,369,516 100	December 31, 2022 Amount % 2,622 - 14,995 1 36,541 3 2,015 - 6,778 - 4,555 - 67,506 4 5,804 - 3,686 - 526 - 10,016 - 77,522 4 605,536 45 474,527 35 85,642 7 - - 138,196 10 (11,907) (1) 1,291,994 96 1,369,516 100
Amount $ 360,329 491 39,358 3,223 1,602 408,302 16,661		Amount 362,971 246 59,999 2,452 - 396,079 8,841	Amount $ 2,349 14,935 31,630 - 5,105 5,787		Amount 2,622 14,995 36,541 2,015 6,778 4,555

			59,806	5	67,506	4
829,966	61	830,588	3,783 2,601 438	- - -	5,804 3,686 526	- - -
- 87,431 257,749 7,649 69,640 95,274 5,238	- 7 19 1 5 7 -	- 97,564 252,134 10,422 68,815 98,278 11,715
			6,822	-	10,016	-
			66,628	5	77,522	4
			605,536 474,527 98,565 11,907 107,983 (12,199)	45 35 7 1 8 (1)	605,536 474,527 85,642 - 138,196 (11,907)	45 35 7 - 10 (1)
522,981	39	538,928
			1,286,319	95	1,291,994	96
$ 1,352,947	100	1,369,516	$ 1,352,947	100	1,369,516	100

(See accompanying notes to financial statements.) Manager: JIH PEI JU

Chairperson: WILBER HUANG

Accounting supervisor: CHANG YA PING

23 -

Abnova (Taiwan) Corporation Statements of Comprehensive Income For the years ended December 31, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars)

2023	％ 100 (55)	2022
Amount $ 380,593 (208,137)		Amount 410,320 (210,327)	％
			100 (51)
172,456	45	199,993	49
(45,261) (43,437) (38,396) 3,053	(12) (11) (10) 1	(40,349) (41,139) (48,740) (698)	(10) (10) (12) -
(124,041)	(32)	(130,926)	(32)
48,415	13	69,067	17
10,332 152 517 (140) (10,799)	3 - - - (3)	3,463 800 26,053 (132) (4,336)	1 - 6 - (1)
62	-	25,848	6
48,477 4,799	13 1	94,915 20,072	23 5
43,678	12	74,843	18
(618) - -	- - -	304 28,730 -	- 7 -
(618)	-	29,034	7
(292) -	- -	4,216 -	1 -
(292)	-	4,216	1
(910)	-	33,250	8
$ 42,768	12	108,093	26
$	0.72		1.24
$	0.72		1.23

(See accompanying notes to financial statements.) Chairperson: WILBER HUANG Manager: JIH PEI JU

Accounting supervisor: CHANG YA PING

24 -

Abnova (Taiwan) Corporation Statements of Changes in Equity For the years ended December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

Shares	Capital surplus		Retained earnings		Other equity interest	Other equity interest	Total equity
					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	Special reserve	Unappropriated retained earnings
$ 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 43,678 (618)	(6,962) - (292)	(4,945) - -	1,291,994 43,678 (910)
-	-	-	-	43,060	(292)	-	42,768
- - -	- - -	12,923 - -	- 11,907 -	(12,923) (11,907) (48,443)	- - -	- - -	- - (48,443)
$ 605,536	474,527	98,565	11,907	107,983	(7,254)	(4,945)	1,286,319

(See accompanying notes to financial statements.) Manager: JIH PEI JU

Chairperson: WILBER HUANG

Accounting supervisor: CHANG YA PING

25 -

Abnova (Taiwan) Corporation Statements of Cash Flows For the years ended December 31, 2023 and 2022 (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 (reversal gains) Interest expense Interest income Share of subsidiaries, associates and joint ventures losses accounted for using equity method Gains on disposals 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 Other 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 Disposal 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 Disposal of property, plant, and equipment Acquisition of intangible assets Other financial assets Other non-current assets Other non-current liabilities Net cash flows (outflows) used in investing activities Cash flows from financing activities: Repayment of lease principles Cash dividends paid Net cash flows from financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of the period Cash and cash equivalents at the end of the period	2023 $ 48,477 20,744 10,820 (3,053) 140 (10,332) 10,799 (160)	2022 94,915 21,324 10,739 698 132 (3,463) 4,336 -
	28,958	33,766
	(245) 23,694 (317) (14,548) (7,811)	194 (12,344) (300) 8,583 3,515
	773	(352)
	(273) (60) (4,911) 1,232	(16) 3,515 3,493 (17,884)
	(4,012)	(10,892)
	(3,239)	(11,244)
	25,719	22,522
	74,196 9,878 (140) (7,433)	117,437 3,016 (132) (5,212)
	76,501	115,109
	(1,300) 342 - (19,566) 160 (9,320) 791 5,059 (88)	- - 21,675 (1,390) - (5,240) (350) (7,165) (97)
	(23,922)	7,433
	(6,778) (48,443)	(7,421) (27,855)
	(55,221)	(35,276)
	(2,642) 362,971	87,266 275,705
	$ 360,329	362,971

(See accompanying notes to financial statements.) Chairperson: WILBER HUANG Manager: JIH PEI JU

Accounting supervisor: CHANG YA PING

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Appendix 4 Abnova `（` Taiwan `）` Corporation 2023 Profit Distribution Statement

==> picture [498 x 250] intentionally omitted <==

----- Start of picture text -----

Unit: NTD
Items Amount
Beginning retained earnings 64,923,293
Add: 2023 net profit after tax 43,677,854
Less: Remeasurements of the net defined benefit plan
(618,052)
recognized in retained earnings (Note1)
Net profit after tax of the current period plus the amount of
items other than net profit after tax of the current period
43,059,802
included in the unappropriated retained earnings of the current
year
Less: legal reserve (Note2) (4,305,980)
Less: legal reserve (291,781)
Distributable net profit 103,385,334
Distributable items
Dividend to shareholders- Cash (NTD 0.72/share) (43,598,588)
Unappropriated retained earnings 59,786,746
----- End of picture text -----

Note 1: Other comprehensive profits and losses are recognized according to the pension actuarial report. Note2: It is listed with a net amount of NTD 43,059,802, and its sum of 2023 net profit after tax is NTD 43,677,854, less other comprehensive profits and losses are recognized according to the pension actuarial report NTD 618,052.

Chairperson: Wilber Huang General Manager: Jih Pei Ju Accounting Officer: Chang Ya Ping

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

Revision Original Explanation Article 8 (Reference materials, non-voting Article 8 (Reference materials, non-voting According to participants, and holding board meetings) participants, and holding board meetings) the letter (No. When a board meeting is held, the When a board meeting is held, the 1120383996) Chairperson's Office shall furnish the attending Chairperson's Office shall furnish the attending issued by FSC directors with relevant materials for ready directors with relevant materials for ready on January 11, reference. reference. 2024, this As merited by the content of a proposal to be As merited by the content of a proposal to be provision is put forward at the Company’s board meeting, put forward at the Company’s board meeting, updated for personnel from a relevant department or a personnel from a relevant department or a compliance. subsidiary may be notified to attend the subsidiary may be notified to attend the meeting as non-voting participants. meeting as non-voting participants. When necessary, certified public accountants, When necessary, certified public accountants, attorneys, or other professionals retained by the attorneys, or other professionals retained by the Company may also be invited to attend the Company may also be invited to attend the meeting as non-voting participants and to make meeting as non-voting participants and to make explanatory statements, if they leave the explanatory statements, if they leave the meeting when deliberation or voting takes meeting when deliberation or voting takes place. place.

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

If one-half of all the directors are not in If one-half of all the directors are not in attendance at the appointed meeting time, the attendance at the appointed meeting time, the chairperson may announce the postponement of chairperson may announce the postponement of the meeting time on the same date, provided the meeting time, provided that no more than that no more than two such postponements may two such postponements may be made. If the be made. If the quorum is still not met after two quorum is still not met after two postponements, the chairperson shall reconvene postponements, the chairperson shall reconvene the meeting in accordance with the procedures the meeting in accordance with the procedures in Article 3, paragraph 2. in Article 3, paragraph 2.

The number of "all directors," as used in the The number of "all directors," as used in the preceding paragraph and Article 16, paragraph preceding paragraph and Article 16, paragraph 2, subparagraph 2, shall be counted as the 2, subparagraph 2, shall be counted as the number of directors then actually in office. number of directors then actually in office. Article 11 (Discussion of proposals) Article 11 (Discussion of proposals) According to The board meeting shall follow the agenda The board meeting shall follow the agenda the letter (No. given in the meeting notice. However, the given in the meeting notice. However, the 1120383996)

Revision Original Explanation agenda may be changed with the approval of agenda may be changed with the approval of issued by FSC most directors in attendance at the board most directors in attendance at the board on January 11, meeting. meeting. 2024, this The chairperson may not declare the meeting The chairperson may not declare the meeting provision is closed without the approval of most of the closed without the approval of most of the updated for directors in attendance at the meeting. directors in attendance at the meeting. compliance. At any time during the course of the board At any time during the course of the board meeting, if the number of directors sitting at the meeting, if the number of directors sitting at the meeting does not constitute a majority of the meeting does not constitute a majority of the attending directors, then upon the motion by a attending directors, then upon the motion by a director sitting at the meeting, the chairperson director sitting at the meeting, the chairperson shall declare a suspension of the meeting, in shall declare a suspension of the meeting, in which case Article 8, paragraph 5 shall apply which case Article 8, paragraph 5 shall apply mutatis mutandis. mutatis mutandis. If at any time during the proceeding of a board meeting the chairperson is unable to lead the meeting for any reason or declares the meeting closed without approval in accordance with paragraph 2 herein, the chairperson shall elect a proxy, in in which case paragraph 2 of Article 7 herein shall apply mutatis mutandis. Article 18 (Supplementary provisions) Article 18 (Supplementary provisions) Added revision These Rules of Procedure were established on These Rules of Procedure were established on date. February 29, 2008. February 29, 2008. They were first amended on April 2, 2008, They were first amended on April 2, 2008, and and subsequently amended on subsequently amended on December 18, 2008 (2[nd] amendment), December 18, 2008 (2[nd] amendment), March 29, 2010 (3[rd] amendment), March 29, 2010 (3[rd] amendment), December 20, 2011 (4[th] amendment), December 20, 2011 (4[th] amendment), March 27, 2013 (5[th] amendment), March 27, 2013 (5[th] amendment), March 29, 2017 (6[th] amendment), March 29, 2017 (6[th] amendment), November 9, 2017 (7[th] amendment), November 9, 2017 (7[th] amendment), March 26, 2020 (8[th] amendment), March 26, 2020 (8[th] amendment), March 30, 2021 (9[th] amendment), March 30, 2021 (9[th] amendment), November 9, 2022 (10[th] amendment), November 9, 2022 (10[th] amendment). February 20, 2024 (11[th] amendment). These Rules of Procedure and future These Rules of Procedure and future amendments to these Rules shall be adopted by amendments to these Rules shall be adopted by the approval of the meeting of the board of the approval of the meeting of the board of directors and shall be reported to the directors and shall be reported to the shareholders meeting. The board of directors shareholders meeting. The board of directors may be authorized to adopt, by resolution. may be authorized to adopt, by resolution.

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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 according to Article 2 of the Regulations Governing Procedure for Board of Directors Meetings of Public Companies.
Article 2 (Scope of these Rules) Concerning 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 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 using 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 4 (Meeting notification and meeting materials) The designated unit responsible for the board meetings of the Company shall be the Chairperson's Office.
The unit responsible for board meetings shall draft agenda items 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)

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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 (Chairperson and acting chairperson 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 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 chairperson.

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 chairperson. If no such designation is made by the chairperson, the managing directors or directors shall select one person from among themselves to serve as chairperson.

Article 8 (Reference materials, non-voting participants, and holding board meetings) When a board meeting is held, the Chairperson's 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 leave the meeting when deliberation or voting takes place. The chairperson 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 chairperson may announce the 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 chairperson 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 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)

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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 director sitting at the meeting, the chairperson 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 under Article 14-1 of the Securities and Exchange Act and assessment of the effectiveness of the internal control system.
Adoption or amendment, under 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.
If the board of directors does not have a managing director, the chairperson shall be elected or dismissed.
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 donation within 1 year 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.

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The term "within 1 year" in the preceding paragraph means 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.

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 a 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 declines 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 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 chairperson at a board meeting is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chairperson 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 chairperson, the proposal will be deemed approved. If there is an objection following an inquiry by the chairperson, the proposal shall be brought to a vote.

One voting method for proposals at a board meeting shall be selected by the chairperson from among those below, provided that when an attending director has an objection, the chairperson shall seek the opinion of the majority to make a decision:

A show of hands or a vote by voting machine.
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 who may not exercise voting rights under Article 15, paragraph 1.

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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 chairperson shall present the amended or alternative proposal together with the original proposal and decide the order in which it 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 chairperson 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 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 a proxy for another director.
Where the spouse, a blood relative within the second degree of kinship of a director, or any company that 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 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 under 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
34 -

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 chairperson 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 be produced 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), November 9, 2022 (10th amendment).

These Rules of Procedure and future amendments to these Rules shall be adopted by the approval of the 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 a 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.

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.

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Article 3 In order to achieve the goal of diversified operation, the total amount of the Company’s re-investments of other companies 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.
Article 5 The Company shall have its head office in Taipei City, the Republic of China, and may, under 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 in 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, and 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 before the convening date of a regular shareholders' meeting, within 30 days before the convening date of a special shareholders' meeting, or 5 days before the target date fixed by the Company for distribution of dividends, bonus or other benefits.
37 -

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 the 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 the convening of a regular shareholders’ meeting shall be sent to each shareholder 30 days before the meeting and special shareholders’ meeting shall be sent 15 days before the meeting.
Article 12-1 The shareholders' meeting of this company may be held using 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 for 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 chairperson 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
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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 before the meeting date; In the case of emergency, a Board of Directors’ meeting may be convened at any time without sending notices 7 days before the meeting date. The notice for calling a meeting of the directors may be effected using 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 proceeds via a 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 remuneration of the managerial officers shall follow Article 29 of the Company Act.
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Chapter 5 Accounting

Article 23 The fiscal year of the Company starts from January 1 to December 31 every year. Upon the 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 the Audit Committee for auditing, and afterward 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 compensation and directors' compensation from the annual pre-tax profit), no less than 1% shall be allocated for employee compensation and no more than 3% for directors' compensation. 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’ compensation in the preceding paragraphs shall be distributed in the form of shares or cash; The distribution objects may include employees of affiliated companies who meet the conditions prescribed by the board of directors. The compensation 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 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
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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, 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, 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 Regarding all matters not provided for in these Articles of Incorporation, the Company Act shall govern.
Article 29 These Articles of Incorporation were 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

Article 1 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 under Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
Article 2 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.
Article 3 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 shareholder's meeting shall be resolved by the board of directors and shall be made no later than mailing of the shareholder's 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 shareholder's meeting agenda and supplemental meeting materials and upload them to the MOPS 21 days before the date of the regular shareholders meeting or 15 days before the date of the special shareholders meeting. If, however, the Company has a paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or the 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, 15 days before the date of the shareholder's meeting, the Company shall also have prepared the shareholder's 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 corporation 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 shareholder's 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 meetings, electronic files shall be shared on the virtual meeting platform.

The reasons for convening a shareholder's 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,

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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 the 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 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.

Before 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 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 the discussion of the proposal.

Article 4 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 five days before the date of the shareholder's 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 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.

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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 shareholder's 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 before 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 to attend the shareholder's 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 instead 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 shareholder's meeting. When a juristic person is appointed to attend as a 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, 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 following particulars in the shareholder's meeting notice:
1. How shareholders attend the virtual meeting and exercise their rights.
2. 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 will the meeting be postponed or from what time will the meeting resume if the above obstruction continues and cannot be removed, and the date to which the meeting
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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 the meeting agenda of that shareholders meeting.
(4)Actions to be taken if the outcome of all proposals has 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 chairperson 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 chairperson. Where the chairperson does not make such a designation, the directors shall select from one person among themselves to serve as chairperson.
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 chairperson 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 under 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
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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.

Article 9 Attendance at shareholders meetings shall be calculated based on the number 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 chairperson shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and the 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 chairperson 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 chairperson 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 under 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, before the conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chairperson may resubmit the tentative resolution for a vote by the shareholders meeting under 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 chairperson may not declare the meeting adjourned before the completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholder's meeting. If the chairperson 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 chairperson in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

The chairperson shall allow ample opportunity during the meeting for explanation and discussion of proposals and amendments or extraordinary motions put forward by the shareholders; when the chairperson is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the

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chairperson 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 chairperson.

A shareholder in attendance who has submitted a speaker's slip but does not 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 chairperson, 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 chairperson 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 chairperson and the shareholder that has the floor; the chairperson shall stop any violation.

When a juristic person shareholder appoints two or more representatives to attend a shareholder's meeting, only one of the representatives so appointed may speak on the same proposal.

After an attending shareholder has spoken, the chairperson 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 chairperson declaring the meeting open until the chairperson declares the meeting adjourned. No more than two questions for the 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 on 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 a 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 a 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 the exercise of voting rights by electronic means and may adopt the exercise of voting rights by correspondence. When voting

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rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholder's 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 two days before the date of the shareholder's 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 shareholder's meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and 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 chairperson or a person designated by the chairperson 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 chairperson 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 anyone 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 chairperson, 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 shareholder's 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 chairperson declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chairperson 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 chairperson announces the voting session ends, and the results of votes and elections shall be announced immediately.

When the Company convenes a hybrid shareholders meeting, if shareholders who have registered

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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 shareholder's 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 under 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 chairperson 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 chairperson'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 chairperson'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 of a virtual shareholders meeting, the Company shall upload the above meeting materials to the virtual meeting platform at least 30
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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 shareholder's meeting shall wear identification cards or armbands.
The chairperson 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 shareholder's meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chairperson may prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the chairperson's correction, obstructing the proceedings and refusing to heed calls to stop, the chairperson 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 chairperson may announce a break based on time considerations. If a force majeure event occurs, the chairperson 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 shareholder's meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholder's 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 elections 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 chairperson has announced the meeting adjourned.
Article 20 (Location of the chairperson and secretary of virtual-only shareholders meeting)
When the Company convenes a virtual-only shareholders meeting, both the chairperson and secretary shall be in the same location, and the chairperson 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 before 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 chairperson shall also declare, unless, under a circumstance where a meeting is not required to be postponed to
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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 chairperson 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 a list of elected directors.
When the Company convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in the 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.
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 were 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 Shareholding of Directors

As of March 24, 2024, 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 the 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:

==> picture [505 x 317] intentionally omitted <==

----- Start of picture text -----

Shareholding recorded in
the register of shareholders
Title Name Date elected Term on the book closure date
Shareholding
Shares
ratio (%)
Chairperson Wilber Huang May15, 2023 3 years 3,651,144 6.03%
Harmony Investment Co., Ltd.
Director May15, 2023 3 years 2,448,294 4.04%
Representative: Chiu Chi Ching
China Wire & Cable Co., Ltd
Director May15, 2023 3 years 1,037,017 1.71%
Representative: Chen Yueh Hung
Pan Pacific Investment Co., Ltd.
Director May15, 2023 3 years 1,839,014 3.04%
Representative: Jih Pei Ju
Independent
Cha Anna May15, 2023 3 years - -
Director
Independent
Su Jin Jun May15, 2023 3 years - -
Director
Independent
Ye Shao De May15, 2023 3 years - -
Director
Number of shares held by all directors 8,975,469 14.82%
----- End of picture text -----

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Appendix 9 Statement on acceptance of shareholder proposals

Explanation:

According to article 172-1 of the Company Act, shareholders (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.
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 period of acceptance of shareholders' proposals at the general shareholders meeting is from March 12, 2024, to March 21, 2024, and has been announced in TWSE MOPS according to law.
During the above-mentioned acceptance of shareholder proposals period, no shareholder proposals were received.
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AI assistant

Abnova — AGM Information 2024

52384_rns_2024-05-24_ce7dae65-8310-4d16-80ae-d4e5799d7a28.pdf

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

2024 General Shareholders’ Meeting

MEETING HANDBOOK

Notice to readers .

Table of Contents

Abnova （ Taiwan ） Corporation Meeting Agenda of General Shareholders’ Meeting 2024

Meeting Procedure:

1. Reported Matters

No.1

No.2

No.3

No.4

2023 Details of compensation received by individual directors:

No.6

2. Matters for Ratification

3. Questions and Motions

4. Adjournment

Appendix 1

Abnova （ Taiwan ） Corporation 2023 Business Report

I. 2023 Operating Results: (Consolidated Financial Statements)

II. 2024 Business Plan:

1. Business Marketing:

2. Product Development:

(1) miRNA Probe Customization and Catalog Products:

(2) miRNA (circRNA) Sponge

 miRNA Sponge Technology:

(3) Recombinant Antibodies:

(4) Nanobodies:

(5) CellTX[TM] Regeant for Cytotherapy:

(6) mRNA Cancer Vaccine Treatment Platform 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

Other matter

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

Auditor’s responsibilities for the audit of the financial statements

KPMG

Auditors：

Abnova Corporation and Subsidiaries

Consolidated Balance Sheets

December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

Abnova (Taiwan) Corporation and Subsidiaries Consolidated Statements of Comprehensive Income For the years ended December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

Abnova (Taiwan) Corporation and Subsidiaries Consolidated Statements of Changes in Equity For the years ended December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

Abnova (Taiwan) Corporation and Subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2023 and 2022 (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:

Our principal audit procedures included:

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

Auditor’s responsibilities for the audit of the financial statements

Abnova (Taiwan) Corporation

Balance Sheets

December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

Abnova (Taiwan) Corporation Statements of Comprehensive Income For the years ended December 31, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars)

Abnova (Taiwan) Corporation Statements of Changes in Equity For the years ended December 31, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

Abnova (Taiwan) Corporation Statements of Cash Flows For the years ended December 31, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars)

Appendix 4

Abnova （ Taiwan ） Corporation 2023 Profit Distribution Statement

Appendix 5

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

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

Abnova AGM Information 2024

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

Abnova `（` Taiwan `）` Corporation Meeting Agenda of General Shareholders’ Meeting 2024

Abnova `（` Taiwan `）` Corporation 2023 Business Report

Abnova `（` Taiwan `）` Corporation Inspection Report of Audit Committee

Abnova `（` Taiwan `）` Corporation 2023 Profit Distribution Statement

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

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